<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Friday, August 29, 2014 4:07 PM</td></tr><tr><td>To:</td><td>Larry Cohen</td></tr><tr><td>Subject:</td><td>Re:</td></tr></table>

yes

On Fri, Aug 29, 2014 at 12:05 PM, Larry Cohen

wrote:

1045am PST work?

Here is draft outline:=/u>

## CONVERSATION GUIDE TO INTRODUCE AND TEST NEW DONOR VEHI=LE AND SOLICT FEEDBACK FROM POTENTIAL PARTNERS

## Introduction

" It has been a pretty amazing time for our foundation.=C2 We're approaching the 15 year mark for the foundation itself= and it has been my primary focus now for over six years. There are some really complex problems to solve and we've been making a =ot of progress and seeing some real impact. [Give some examples depe=ding on possible issue alignment with prospect]

=/u>

* in addition to focusing on our core program areas in =lobal Health, Global Development, and Education in the United States, Meli=da and I, along with Warren, are putting a lot of energy into thinking about Giving and Philanthropy more broadly.

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* We live in an amazing time. There are big probl=ms to solve, but we've learned so much about how to address them. =here are a lot of potential resources that if properly directed could make a massive difference.

=/u>

* But there are significant barriers to giving effectiv=ly and so we're looking at what we might be able to do help.

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## Introduction (cont.)

* We've done this through several different ini=iatives. I think you are familiar with the Giving Pledge, which has =een great, and I'm happy to update you on that if you'd li=e. But I really want to focus on something new that we've been thinki=g about, which is creating a new vehicle to help donors manage their chari=able resources. It's a way to leverage some of the work we=E2 ve already done and let people more seamlessly integrate their giving.

* We are still at early stages in shaping this, and I=E2 d really like to get your candid feedback on what might or might n=t be appealing about what we are doing. I'd like to walk you through the concept and then run through some questions.

The New Donor Vehicle

	" =C2* As I think about engaging in philanthropy I see three=main buckets of issues:

- o First is the actual charitable giving. There ar= a number of important questions for people to think through in terms of w=at issues they care about, what are the best ways to address those issues, who are the best partners, how do they know it's wor=ing and so on.

- o The second is on effectively managing the investment =f those charitable dollars before they go out the door so that you actuall= have the maximum resources available and then can give necessary and appropriate guidance.

- o The third is around the financial implications. =How much are you actually going to give and when. What family consideratio=s are there? What are the tax implications for what you do and when you do it?

- o That all leads to question of how to structure all of this to most effectively address questions in the f=rst three categories.

* =C2* There are a lot of different ways to manage giving in=the U.S. We landed on doing this through a private foundation. =We have a fairly unique structure where we created two separate entities. The first one manages the investments and then funds the s=cond entity which allocates the money. It's worked very well=for our particular circumstances, but it's complicated and not rig=t for most people. There are a LOT of extra tax rules to follow for private foundations and we neve= expected that we'd have over 1,000 people working there.

## Introduction (cont.)

* =C2* Alternatives to creating a private foundation include=setting up a Donor Advised Fund or Supporting
Organizations. Each ha= advantages in terms of tax efficiency and influence over investments and expenditures. </=>

=/u>

• =C2• And while there are plenty of resources to help with =he question of where to give, it's not a very
mature market and it=can be a tricky space to navigate.

=/u>

	* So that's why I'm testing this new me=hanism.

	* =C2* The goals would be to:=/u>

	- o Maximize tax efficiency for the donors.

	- o Enable sufficient flexibility in terms of management =f the investment resources.

- o Allocate the resources against issues and organizatio=s that we know will have a tremendous impact but also give the donors flex=bility in terms of areas of focus.

	- o Avoid fees and complexity

	- o Do this in a way that is viewed favorably

## HOW IT WORKS

* In order to address these goals I'm looking a= creating a new vehicle that would tie together how a donor could manage t=e investment of charitable dollars and facilitate the charitable expenditures.

=/b>

	* If we can do this at the right scale the impact would be incredible.

	=/u>

	* New Donor Vehicle.

- o We will identify an existing public charity with exce=tional experience and reputation in managing donor advised funds and simil=r donor vehicles.

=/u>

## HOW IT WORKS (cont.)

o We will create a new public charity affiliate to that=existing organization, where the foundation will have significant influenc= by appointing a minority of the board.

o Doing this with an existing public charity will allow=us to leverage existing infrastructure and keep the administration of the =ehicle lean.

o This new organization will sponsor donor-advised fund= into which you can contribute. It will also serve as the parent of = supporting organization into which you can contribute.</=>

o Whether a donor-advised fund or a supporting organiza=ion is the right vehicle for you will depend on the assets you want to con=ribute and the amount of ongoing influence you would like to have, but in both cases you would be entitled to the more favorabl= charitable contribution deduction available for contributions to a public=charity (as compared to a private foundation).=/p>

* A donor-advised fund is a separate fund on the books 4 a public charity. You have the opportunity to have substantial influence over the investment and distribution of funds =n the DAF, but legal control rests with the board of the sponsoring organi=ation.

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* A supporting organization is a separate legal entity =ontrolled by a public charity. While the law requires its parent to elect = majority of the board of directors, you or your designee can hold minority board seats and exercise substantial influence over the =nvestment and distribution of funds in the supporting organization.<=u>

o So that's how this would address managing the=investments. In terms of the expenditures, the DAF and/or supporting=organization will make required minimum distributions each year of 5%. This is the standard for private foundations. Our idea =ould be that at least 3% would go to a new public charity which works in p=rallel with the foundation. Distributions of the other 2% would be a= the donor's discretion.

## </=pan>

o The foundation will create and control this affiliate= public charity whose mission will be aligned with that of the foundation.=b>

=/u>

o Our affiliate will distribute those funds to further =ur foundation objectives, so that your funding becomes additive to ours an= is distributed with the same rigor and focus as our own.

## </=pan> (cont.)

=/u>

From: jeffre= E. [mailto:jee=acation@gmail.com <mailto:jeevacation@gmail.com> ]
Sent: Friday, August 29, 2014 8:45 AM
To: Larry Cohen
Subject:

today? time?

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please no=e

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## </=pan> (cont.)

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## =C2 please note

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