Privileged and Confidential

Protected by the Attorney-

Client Privilege and the
Attorney Work Product
Doctrine

MEMORANDUM

To: New Venture Fund

From: Joshua Levy

Monique Abrishami
Levy Firestone Muse LLP

Re: Document Preservation

Date: September 27, 2023

DOCUMENT PRESERVATION NOTICE

IMPORTANT: PLEASE READ IMMEDIATELY

New Venture Fund (NVF) has retained Levy Firestone Muse LLP for the purpose of representing
it in connection with an inquiry from the Office of the Attorney General of the District of Columbia
(OAG-DC). On September 22, 2023, OAG-DC issued a subpoena to NVF, Sixteen Thirty Fund,
North Fund, and Arabella Advisors. Accordingly, NVF should preserve the following information
and documents (the “Subject Matter”), where “You” and “Your” refer to NVF:

1. Documents showing Your legal status as an entity, including without limitation, Your
articles of incorporation, amendment, or reinstatement; by-laws and any amendments
thereto; federal or state tax documents, if any, establishing Your status as an entity exempt
from federal or state taxation; and business license or registration documents submitted to
or obtained from the District of Columbia government.

2. Documents sufficient to identify the name and contact information of all current and former
members of Your board of directors, or other governing body, whether or not termed
Document Preservation Notice
September 27, 2023
Page 2 of 5

“board of directors,” and any compensation (salary, wage, or other monetary or

nonmonetary compensation, including without limitation, commissions, bonuses, or
benefits) provided to any of the persons identified in response to this Request.

3. Documents sufficient to identify all of Your current and former officers, key employees,
or highly compensated employees (other than an officer, director, or key employee) (as
defined in Internal Revenue Service (“IRS”) Form 990), and any compensation (salary,
wage, or other monetary or non-monetary compensation, including without limitation,
commissions, bonuses, or benefits) provided to any of the persons identified in response to
this Request.

4. All IRS Form 990s prepared for or filed by the New Venture Fund, including all Form 990
Schedules required to be completed by You, along with any documents provided to any
Person(s) that prepared any Form 990s for the New Venture Fund.

5. Your Conflict-of-Interest policy, any changes to that policy in the relevant time period, and
any reports or disclosures made under any iteration of that policy in the relevant time
period.

6. All agendas, minutes, and other notes of all meetings of the board of directors or any
subcommittee or subgroup thereof relating to any transfer of funds, whether as a donation,
grant, or otherwise, between You and any of the Sixteen Thirty Fund, Secure Democracy,
North Fund, Windward Fund, Hopewell Fund, or Impetus Fund.

7. Documents sufficient to identify all transfers of funds, whether as a donation, grant, or

otherwise, from You to any of the Sixteen Thirty Fund, Secure Democracy, North Fund,
Windward Fund, Hopewell Fund, or Impetus Fund; or from any of the Sixteen Thirty Fund,
Secure Democracy, North Fund, Windward Fund, Hopewell Fund, or Impetus Fund to
You.

8. The following documents and communications relating to Arabella Advisors.

a. All documents and communications You received from Arabella Advisors
explaining its services or the value of those services. This request includes without
limitation any proposals, promotional materials, pitch decks, or sales documents
You received from Arabella Advisors.
b. All documents or communications relating to any evaluation or analysis of any
actual or potential conflict of interest presented by engaging Arabella Advisors,
generally or with respect to any particular project.
c. All documents or communications relating to any evaluation or analysis of services
performed, or contracted to be performed, by Arabella Advisors as compared to the
actual or potential performance of similar or equivalent services by any other
person, generally or with respect to any particular project.
d. All contracts entered between You and Arabella Advisors, including any draft
versions of contracts. To the extent You received services from Arabella Advisors
on the basis of an oral agreement or contract, produce all documents and
Document Preservation Notice
September 27, 2023
Page 3 of 5

communications sufficient to identify the year in which the oral agreement or

contract was made, and the terms, conditions, and services provided for each oral
agreement or contract.
e. Documents sufficient to identify all work completed by Arabella Advisors.
f. All invoices from Arabella Advisors.
g. Documents sufficient to identify all transfers of funds from You, or any entity
named in request 7, to Arabella Advisors.

9. Documents sufficient to identify all independent contractors that received more than
$10,000 in payment from You in any calendar year during the relevant time period, the
services each identified contractor provided to You, including services memorialized in
contracts or other agreements, the time period during which each identified contractor
provided services to You, and all payments or other transfers of funds made by You to each
identified contractor.

10. All communications between You and the Sixteen Thirty Fund, Arabella Advisors, Secure
Democracy, and/or the North Fund relating to any of the following:
a. Conflicts of interest;
b. Payments to Arabella Advisors potentially or actually exceeding (i) the value of
services rendered, or (ii) the price(s) at which You could obtain similar or
equivalent services, generally or with respect to any particular project; or
c. Transfers of funds for purposes that are not for true-exempt purposes, or could
create a risk to the tax-exempt status of You, the Sixteen Thirty Fund, Secure
Democracy, or the North Fund.

11. All communications with former Secure Democracy executive director Sarah Walker.

12. All documents relating to the ending of Sarah Walker’s employment with Secure
Democracy.

13. All documents produced in any litigation with Sarah Walker.

14. All documents relating to the relationship between Your Voting Rights Lab and Secure
Democracy, including but not limited to
a. Services provided by Your Voting Rights Lab employees to Secure Democracy.
b. Any effort by Your Voting Rights Lab to assist, influence, or otherwise affect any
activities of Secure Democracy.

15. Documents sufficient to identify the position, title, and role, held by any of the following
persons with the New Venture Fund:
a. Lee Bodner
b. Eric Kessler
c. Andrew Schulz
d. Wilbur Priester
Document Preservation Notice
September 27, 2023
Page 4 of 5

16. All documents relating to any financial interest in Arabella Advisors held by any person
listed in request 15.

17. All documents relating to the relationship between You and North Fund, including but not
limited to
a. Services provided by New Venture Fund employees to the North Fund; or
b. Any effort by the New Venture Fund, or any New Venture Fund employee, to assist,
influence, or otherwise affect any of North Fund’s activities.

18. All documents relating to the relationship between You and Secure Democracy, including
but not limited to
a. Services provided by Your employees to Secure Democracy;
b. Any effort by Your, or any of Your employees, to assist, influence, or otherwise
affect any of Secure Democracy’s activities; or
c. Any use of Your tax-exempt status in connection with any Secure Democracy
activities.

The NVF subpoena further provides the following definitions of “communication” and
“document”:

“Communication” means any means of disclosure, transfer, exchange, or transmittal of

information, whether oral or written, whether handwritten, typewritten, tape-recorded,
electronic, or produced by electronic data processing, regardless of how conveyed ( e.g.,
via telephone, email, physical mail, face-to-face contact, or otherwise), including but not
limited to: inquiries, discussions, conversations, chats, negotiations, agreements, reports,
understandings, meetings, telephone conversations, letters, notes, telegrams,
advertisements, solicitations, promotional materials, or other forms of communication,
whether oral or written under any circumstances whatsoever.

“Document(s)” means written, recorded, and graphic material of every kind, including all
Electronically Stored Information. The term “document(s)” includes electronic
correspondence, drafts of documents, and copies of documents that are not identical
duplicates of the originals. Document(s) includes the labels or metadata associated with
each original or copy.

We instruct that, effective immediately, you keep and preserve all communications and documents
(as defined by the subpoena), in whatever form kept (including, but not limited to, emails, text
messages, WhatsApp messages, Signal messages, Telegram messages, Slack channels,
correspondence, memoranda, invoices, business plans, business services records, bank records,
checks, wire transfers, calendar entries, travel records, reimbursement records, notes, and any
accounting, billing, or time management records), relating in any way to the demands for the
Subject Matter. If you use a home computer or personal phone to perform work, you must preserve
documents from those sources. If you use a personal email account to send work-related emails,
you must preserve those emails.
Document Preservation Notice
September 27, 2023
Page 5 of 5

We instruct that, effective immediately, you preserve and not destroy any documents and
electronic records relating to the Subject Matter received, created, or saved, until instructed
otherwise by us. Note that the obligation to preserve documents, including newly created
documents, is ongoing, until further notice.

To comply with this document preservation notice, it is very important that you DO NOT destroy,
remove, discard, modify, or change any document, which is or may be reasonably related to the
Subject Matter. Any doubt should be resolved in favor of preservation. It would be appropriate to
segregate documents that must be preserved in a separate folder or box to avoid inadvertent
destruction. If you change phones or computers, you must retain your old phone or computer.

Please do not discuss this memorandum or this topic with anyone other than NVF’s attorneys or
counsel representing you in a personal capacity. If anyone else contacts you in connection with the
Subject Matter, please decline to speak with that person and refer that person to Andrew Schulz,
Monique Abrishami, or Josh Levy.

If ou have an uestions lease do not hesitate to contact NVF’s outside counsel: Josh Levy
or Monique Abrishami