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116514-0001/LEGAL125742668.1

April 21, 2015 TO: Hillary for America FROM: Marc E. Elias Jonathan S. Berkon RE:

Interactions with Priorities

This memorandum summarizes the rules that govern interactions between Hillary for America (“HFA”) and Priorities USA Action Fund (“Priorities”). We have already conveyed a substantial portion of this advice, but wanted to gather it in one place. We anticipate updating this memo from time to time, as new fact patterns are brought to our attention.

I.

Fundraising

A.

Providing Donor Information to Priorities HFA may identify donor prospects for Priorities and provide Priorities with the donors’ contact information. The best mechanism for transmitting this information is via a standard template form prepared by HFA and approved by counsel.

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Priorities may also ask HFA to make recommendations on the following topics: (1) whom to solicit; (2) how much to solicit from each donor; and (3) messages to emphasize when soliciting funds. It is important that HFA not take any actions that would confer fundraising authority on Priorities’ staff or consultants; that would take away their ability to raise soft money. Accordingly, while it is permissible for HFA to relay to Priorities how much it believes a particular donor is willing or able to contribute, HFA should not explicitly request that Priorities raise soft money. For example:

Permissible:

“Donor A works in financial services and has been a long-time contributor. I think she’d be willing to do six figures for Priorities.”

Not recommended:

“I want you to call Donor A and ask for $250,000.” As we have conveyed, Priorities’ fundraising personnel also need to take care to

not

tell prospective donors that they are soliciting funds on behalf of or at the request, suggestion, or direction of the Secretary, an HFA staffer, or any HFA campaign agent. Nor should the fundraising personnel suggest this through phrases such as, “It would mean a lot to Secretary

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Merely completing this spreadsheet likely would not be an in-kind contribution from HFA to Priorities. However, sending over a substantial portion of HFA’s donor list likely would have to be valued and reported as an in-kind contribution.

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Clinton for you to give to Priorities” or “I know that Secretary Clinton would appreciate it if you gave to the Super PAC.” B.

Connecting Prospective Donors to HFA From time to time, Priorities might request HFA to speak to prospective donors about Priorities – either before or after Priorities’ contact with the donor. When HFA staff or consultants speak to these prospective donors about Priorities, they must include a hard money ask (for $5,000 or less) during the course of the conversation. We have provided you with scripts and talking points for such conversations. In other circumstances, Priorities might ask HFA to allow a prospective donor to attend an HFA fundraiser or to meet with an HFA staffer regarding policy issues. It is permissible for HFA to allow Priorities to invite a prospective donor to an HFA fundraising event or for an HFA policy staffer to call a donor upon Priorities’ request. However, if Priorities is discussed at all during the course of these interactions between HFA and the prospective donor, a hard dollar ask must be included. C.

“Presidential Club” Members We understand that Priorities would like to provide its larger donors with a “presidential club” pin. That, of course, is permissible. It is also permissible for Secretary Clinton, HFA staffers, or HFA agents to thank donors who reach this giving level. However, the “thank you” message cannot be coupled with a solicitation for additional funds. It should be limited to phrases such as: “Thank you for your support for Priorities.” We are happy to review any alternative language. Priorities has asked whether it can reserve the “presidential club” designation solely for donors who max-out to the campaign (in addition to meeting the threshold contribution level for Priorities). We recommend against this. As a Super PAC, Priorities is barred from making

any

contributions, including in-kind contributions, to the campaign. Accordingly, Priorities should not be using its resources to explicitly encourage donations to the campaign.

II.

Communications between HFA and Priorities

Communications between HFA and Priorities should generally be limited to each entity’s finance directors – Dennis Cheng (HFA) and Justin Brennan (Priorities). Communications between Dennis and Justin should be limited to fundraising; they should not discuss polling, research, or other nonpublic strategic information or plans pertaining to either organization’s communications or spending. Moreover, we understand that Justin is not privy to Priorities’ nonpublic strategic information or plans, which adds an additional layer of protection. Certain one-way communications from Priorities to HFA may also be permissible. For example, it would be permissible for Priorities to disclose its total funds raised and its cash on hand in a written memo to HFA delivered on regular intervals. That memo can be shared with HFA staff