From: Jeffrey Epstein <jeevacation@gmail.com>
Sent: Wednesday, April 16, 2014 7:29 PM
To: █████████
Subject: Re: FW: Donor vehicle

ok

On Wed, Apr 16, 2014 at 3:18 PM, ███████████████████████████ <mailto:███████████████████████>
wrote:

Jeffrey 2 people, Dick and =onnie, are suggesting a telephone call with you on this Friday (18th) at 1=.30am EST.

Forwarded message
F=om: Sally Darby > >
Date: Wed, Apr 16, 2014 at 3:07 PM
Subject: FW: Donor vehicle
To: &qu=
<mailto

Helloes as Lesley is=out of the office may I ask if you can assist in setting up a call between=Jeffrey and Dick and Connie, as per the email trail below?</=pan>

Sincerely,<=span>

Sally Darby
Executive Assistant to the Chief Financia= Officer, Richard Henriques
V <████████████████████████████> <//=>
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<http://www.facebook.com/billmelindagatesfoundation> Twitter
Impatient Optimists <http://www.impatientoptimists.org/>

From: Sally Da=by
Sent: Wednesday, April 16, 2014 12:05 PM
To: Lesley Groff (  )
Subject: FW: Donor vehicle

Hello there Lesley.

Might Jeffrey be free on =riday (April 18) at 11.30am EST/8.30am PST for a call with Dick and Connie=

Cheers,
Sally

From: Richard =enriques
Sent: Wednesday, April 16, 2014 11:50 AM
To: Sally Darby
Subject: FW: Donor vehicle

From: Jeffrey =pstein [mailto:=eevacation@gmail.com <mailto:jeevacation@gmail.com>
Sent: Wednesday, April 16, 2014 10:15 AM
To: Richard Henriques
Subject: Re: Donor vehicle

how about a call with you connie and team . at your =onvenience

<=p>

On Tue, Apr 15, 2014 at 11:29 AM, Richard Henriques =It;
cmailt° > wrote:

The Gates Foundation has =wo entities: one represents the operations of the foundation and the other holds the financial assets. We refer to the second entity as the =80 asset trust."

<=u>

From: Jeffre= Epstein [mailto:jeevacation@gmail.com <mailto:jeevacation@gmail.com> ] Sent: Friday, April 11, 2014 4:19 PM To: Richard Henriques Subject: Re: Donor vehicle

what asset trust?

<=p>

<u>On Fri, Apr</u> 11, 2014 at 3:03 PM, Richard Henriques &=t;
<mailto: > > wrote:

Thought to keep it simple=in the first email and sufficient to address the question. At this p=int, there is just one other scenario which represents less control by the foun=ation, yet still consistent with the assumptions we have been discussing:<=span>

<=>:

New Non-Membership Public Charity Self-Perpetuating Public Board with BMGF or Bill Controlled Subsi=iary

=A0

BMGF=creates new Washington state nonprofit corporation to qualify as a public =harity with the IRS ("NewCo"); NewCo would have an indepen=ent board of directors (or could have a minority of BMGF board members). =As a public charity, NewCo can sponsor DAFs.

NewCo creates new limited liabilit= company subsidiary. Though wholly-owned by NewCo, the LLC would be manage=- managed and BMGF would serve as the manager. The LLC would hold all funds do=ated to NewCo that are allocated to BMGF silos.

NewC= holds, invests, disburses, reports on, and otherwise administers donor athised funds.

LLC =olds, invests, disburses, reports on, and otherwise administers direct don=tions or allocations of funds from the DAFs with respect to BMGF silos.

Primary Benefits: Separates BMGF from administration of DAFs; DAF investments not aggregated with BMGF=Bill for securities law purposes.

Primary Challenges: Potential for LLC level investments to be aggregated with BMGF/Bill for se=urities law purposes; identifying potential board members; potential for d=sagreement between operation of NewCo and LLC and removal of BMGF as LLC m=nager; requires staffing and establishing its own procedures for administration of DAFs and BGMF silos.

<=>:

<=>>

<=>:

From: Jeffrey =pstein Imailto:=Tevacation@gmailcom <mailto:jeevacation@gmail.com> I Sent: Friday, April 11, 2014 11:24 AM To: Richard Henriques Subject: Re: Donor vehicle

i thought you had three proposals. ?=/u>

## <=p>

On Fri, Apr 11, 2014 at 12:12 PM, Richard Henriques =lt;██████████████████████████;
<mailto:███████████████████████████████> > wrote:

Following up on our discussion Weds, below is a desc=iption of one of the structural scenarios we are considering. This i= clearly a work in progress and your input at this point would be very helpful. This scenario represents a structure with the=highest degree of control for the foundation. A key question : Would=the 10-12 potential clients you have in mind be comfortable with this appr=ach?

K=y Objectives:

• Create a private donor vehicle alternative to a private f=undation that will attract substantial multi-faceted sums to philanthropic solve global inequities investments tha= in is a hosted strategic by =nd a trusted measureable organization way with deep expertise in managing large,

• Provide maximum tax efficiency for donors and minimize im=act on foundation/asset trust payout and excise tax (for these reasons, al= options presented involve a public charity and do not include gifts directly or indirectly to the foundation or the asset trust)=/span>

• Accommodate donor-advised funds, but structure for BMGF c=ntrol over disbursement and management of funds for select foundation stra=egies (our "silos")

New Me=bership Public Charity BMGF or Bill and Melinda Controlling Members

=A0

BMGF=creates new Washington state nonprofit corporation to qualify as a public =harity with the IRS ("NewCo"). As a public charity, =ewCo can sponsor DAFs.

NewC= has two classes of membership: BMGF/B&M will hold the membershi= interests with voting rights (controlling interest) and other foundations or donors could be added as nonvoting members to provide a greater connect=on to the organization for those who are interested.

BMGF=B&M, as the voting member, has the right to appoint/remove all or a ma=ority of the board of directors. BMGF/B&M could choose to appoint BMGF personnel or independent directors (or a mix). Rights c=uld also include (i) approving the appointment of individuals to certain k=y management positions of NewCo; and (ii) approving the annual budge=. BMGF could make annual contributions to NewCo.

## =/p>

Primary Benefits: Maximum control over all aspects of the entity; high level of control allows for m=re streamlined governance; can give donors/others advisory privileges for =verall entity, not just the donor advised funds; easiest structure to guid= its development and interaction with BMGF programs and to get programs invested in supporting with their e=pertise

Primary Challenges: Time to create a new legal entity and seek IRS approval; aggregated securi=ies reporting with BMGF/B&M; appeal of a captive entity to potential d=nors; potential reputational risks associated with "too much

## =/p> (cont.)

influ=nce"; members do not usually have fiduciary duties, but control always creates potential risk; requires staffing and e=tablishing its own procedures for administration of OAFS and BGMF silos

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Jeffrey Epstein Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com <mailtoleevacation@gmail.com> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Jeffrey Epstein Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

## =/p> (cont.)

please no=e

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Jeffrey Epstein Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

## =C2 please note

The information co=tained in this communication is confidential, may be attorney-client pr=vileged, may constitute inside information, and is intended only for

## Jeffrey Epstein

Unau=horized use, disclosure or copying of this communication or any part th=reof is strictly prohibited and may be unlawful. If you have received t=is communication in error, please notify us immediately by return e-mail or=by e-mail to je=vacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies t=ereof, including all attachments. copyright -all rights reserved