2nd February 2020

Ref. - POTENTIAL PARTNERSHIP FOR RICHMOND WITH A TOP 25-50 US UNIVERSITY

Dear Bill, Stephen, and Mike 

We hope that AIFS/CTCF can take the following proposition into account alongside RAIUL as we once again offer an opportunity to resolve the situation and provide a long term solution for RAIUL, that will also free up some of AIFS/CTCF’s legal responsibilities. It can only work if all concerned are prepared to work together as Sir Cyril would have wished and put the charitable objectives of CTCF and the University ahead of the commercial motives of AIFS. 

We are also thankful for those of you within the boards and staff of AIFS/CTCF who have unofficially shared confidential information with us from the very onset and yet are powerless to make the changes you feel necessary. We continue to extend an offer to you Bill, Stephen and Mike to talk, no B.S, and to get things done and hope you can urge them to listen. 

The following proposal would allow for a viable partnership between RAIUL and a top 25-50 US university to take effect upon the resolution of AIFS/CTCF’s interlocked board structure and evidence of Richmond holding sufficient real estate assets and/or long term (minimum five years) legally committed funding from CTCF as collateral. 

This proposal has not yet been taken to RAIUL Board, as all partners mentioned will only open or resume formal negotiations once the above is dealt with by AIFS/CTCF. It would be hubris in light of the Charity Commission investigation for AIFS/CTCF to not take this seriously. This is how you limit your future liability. 

The following has been compiled by being fully transparent with the various potential partners concerned, thereby eliminating any last-minute findings from their own due diligence, which we know for certain would derail matters, and have previously. It is also time-critical that AIFS/CTCF provides an immediate release of funds to keep RAIUL OfS compliant and to allow adequate time for a potential partnership to come to fruition.

PARTNERSHIPS PARAMETERS

STRUCTURE -
RICHMOND CHANGE OF OWNERSHIP AND CONTROL TO A US REGISTERED 501(c)(3) UNIVERSITY

RAIUL alumni who continued their academic studies at the following US institutions have reached out to see if these institutions could be viable long term partners. Alumni from the following six schools were able to generate credible interest from them. Furthermore, Ray Hilditch is prepared to open his Rolodex and assist with his network across the US and in other parts of the world. We have confirmed all of these institutions are interested within the last few weeks.

- University of Pennsylvania;
- Boston College;
- NYU;
- Babson College;
- Rice University;
- Northeastern.
 

PARTICULARS

These Universities are mostly ranked as top 25-50 US institutions. The structure of the partnership with any of the above would be as follows:

1) RAIUL will combine its students, faculty, and staff as one with the above US University’s own. RAIUL becomes a constituent college and the London degree-awarding campus of the above University, however, RAIUL maintains its own legal identity as “Richmond College London” (or as such branding as preferred by RAIUL) within the US University’s global operating structure.
2) RAIUL maintains its own college-level board, though a majority of these trustees will thereafter be appointed directly by the above University’s senior management team, reflective of the change of ownership and control between the two 501(c)(3) involved. Scope will continue for alumni, staff and current student representation on the board in the minority.
3) RAIUL becomes one of the above University’s degree-awarding colleges, alongside their other constituent college/schools, including some with T14 ranked law schools and top 25 business schools. RAIUL’s primary focus remains undergraduate liberal arts and business education with a continued small portfolio of highly valued postgraduate programs, all administered in London. Scope for additional London based and joint programs may be facilitated by the US University.
4) RAIUL continues to issue dual US and UK degrees. Options for pursuing additional accreditation bodies that would enhance RAIUL’s existing degree offerings may be facilitated in the longer-term alongside RAIUL choosing to switch to the above University’s own US accreditation agency if it so decides from a financial and quality perspective.
5) RAIUL remains a distinct entity, with its own college-level alumni network, but RAIUL alumni also become members of the US University network, including all benefits and opportunities that come with that including preference on the US University programs. The US University brings a strong framework for alumni engagement and fundraising which Richmond can benefit from and reduce long term reliance on AIFS/CTCF
 

NOTE: Any partnership is contingent on CTCF and AIFS removing existing conflicts of interest between their boards that restrict CTCF’s ability to fulfill its charter towards RAIUL, and RAIUL having either full title deed of its Queens Road campus or a legally binding commitment for long term funding from CTCF as collateral for interested partners willing to invest in RAIUL. 

PATHWAY

1) RAIUL becomes the financial responsibility of the US University, including all existing liabilities and commitments. The US University will honour all existing RAIUL employment contracts and pension obligations along with student financial support.
2) The full title deed (which shall be registered on the land registry) regarding the RAIUL Hill campus is properly and legally transferred and registered to either RAIUL, The Richmond Foundation or the US University’s UK operating entity from AIFS, including all buildings and freehold on the five-acre site located on Queens Road, Richmond Upon Thames. AIFS shall pay all legal and other fees arising and in connection with this charitable transfer.  AIFS will receive no commercial payment for this charitable transfer. As a compromise, the existing lease commitments from RAIUL to AIFS for the 2020 financial year may be honoured and the value of those lost lease payments may be deducted from future CTCF grants for a mutually agreed-upon term of no more than seven years. Once those deductions are made, then RAIUL will no longer have any financial commitment to AIFS.
3) There will be no automatic commercial real estate relationship between AIFS and the US University from 2021 beyond for the possibility of the continued lease of 1 St. Albans Grove, 7-17 Ansdell Street, and 17 Young Street for an interim period of up to two years at present market rate. RAIUL and the US University will be able to exit any existing lease agreement after this period without penalty. AIFS may sell these buildings or find new tenants.
4) Failing 2 & 3 above, a lease deal structured below market price in perpetuity. 
5) There will be no renewal of the existing service agreement for the delivery of educational programs with AIFS Study Abroad unless RAIUL at the direction of the US University decides to negotiate new terms at a later date. AIFS is free to relocate London semester programs to other UK registered universities if no new service agreement is negotiated. RAIUL and the US University will honour all previously agreed upon services for the duration of the current study abroad service agreement regardless. Any goodwill from AIFS during partnership negotiations would likely reflect positively on subsequent service agreement renewal. 
6) CTCF and AIFS do not need to provide any liquid capital contribution for RAIUL and the US University’s integration in the short term beyond previously agreed upon five-year legal commitment (for OfS compliance), and the Queens Road real estate transfer/renegotiated lease. CTCF nor AIFS will receive any payment from the US University for what will be a charitable transaction between two 501(c)(3) organisations.
7) AIFS and CTCF will see it is in their best interest to agree on their own to remove their present conflicts of interests including interlocked boards and CTCF trustees will no longer advocate on behalf of the commercial interests of AIFS, given the likely consequences of regulatory action. CTCFs legal charter will remain to support to the students of RAIUL as a primary beneficiary. The shape and purpose of future grants from CTCF will be addressed and negotiated over time once the independence of board membership is established.
8) If all of these above-mentioned conditions are satisfactorily completed by the relevant parties without any delay from their part, then the Alumni Representatives will do their best endeavours to convince the wider alumni community to desist from all future litigation towards AIFS and CTCF. While we can not guarantee this, again any goodwill from AIFS/CTCF will aid in this. 
 

If you agree with the points mentioned in this letter, we would be more than happy to offer our services in whatever manner the RAIUL Board deems appropriate to bring one of these US universities on board to commence negotiations. 

We understand this is a big ask, but this is the most viable path for both a prosperous RAIUL and to avoid litigation and brand damage against AIFS/CTCF.  Given that time is of the essence, we would if possible like to have a response to this from both AIFS and CTCF by the end of business 7th February 2020.

The Alumni Representatives of RAIUL