RPM Capital Management LLC

Voluntary Resignation

Violated company policy and standards of conduct by: 1) withholding information from auditors and recommending in writing that the firm continue withholding information (refused by firm management); 2) refusing specific Investment Committee instruction to divest equity positions by instead increasing positions for certain clients while attempting to conceal his actions by requesting subordinate attempt to locate funds to deposit into the client account; 3) materially misrepresenting prior participation in bond research and diligence, including representing that his participation in bond research and diligence was material when in fact it was negligible; 4) materially misrepresenting to management participation in equity research, including falsely claiming participation in earnings calls, and attempting to claim research performed by another employee as his own; (5) regularly failing to perform duties and concealing this failure, including claiming attendance at research conference that did not exist and claiming to have attended meetings that did not in fact occur.

I resigned voluntarily my employment by RPM because I no longer wanted to work with the other partners. I deny in all respects the slanderous insinuations and allegations set forth in the Form U5. Their direct actions prevented me from representing my clients' best interests so the only proper course of action was to submit my resignation. Allow me to respond to each allegation. 1) RPM did not have custody over client funds so there were no audited "GAAP" statements. For that reason, RPM did not have auditors and I could not have withheld information from auditors. What RPM disclosed on its GIPS compliance form was the subject of consensus decision making by RPM's partners. 2&3) From time to time, clients reported to me that their investment objectives had changed. On those occasions, I changed portfolio documentation to reflect the new client wishes. I never changed such documentation to disguise improper trading; in fact, I did not process any trades and, in our open environment, all positions and trades could be reviewed by any partner and in particular by the CIO and trader. The CIO had the discretion to change any position in any portfolio she deemed appropriate. 4&5) What each partner contributed to the Firm in terms of administrative tasks, client development, research and the like was clearly known. I never misrepresented the contributions I made nor did I ever misrepresent my role. I did not use personal email to conduct any business activities "away" from scrutiny. It is important to note that RPM never requested any information from me regarding the supposed investigation during the course of my entire time at the firm. Since RPM is a small firm and it has maintained complete control over all electronic and paper information relevant to the inquiry, the failure to complete the matter in more than a year provides strong evidence that RPM has not found corroborating proof to support the allegations it recites. Claiming that the review is "ongoing" provides a disingenuous way for RPM to make accusations without actually stating conclusions. That RPM is using the Form U5 to solicit clients to remain with the Firm indicates that the Report is being used for competitive purposes rather than legitimate purposes.