on: as Subject: Re: Donor vehicle Date: Mon, 21 Apr 2014 12:03:43 +0000 Yes Sent from my iPhone On Apr 21, 2014, at 8:00 AM, [i wrote: Did this happen’? Sent from my iPhone Begin forwarded message: tty Darby April 16, 2014, 3:04:40 PM EDT Subject: FW: Donor vehicle Hello there Lesley. Might Jeffrey be free on Friday (April 18) at 11.30am EST/8.30am PST for a call with Dick and Connie? Cheers, Sally From: Richard Henriques Sent: Wednesday, April 16, 2014 11:50 AM To: Sally Darby Subject: FW: Donor vehicle From: Jeffrey Epstein [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 convenience On Tue, Apr 15, 2014 at 11:29 AM, Richard Henriques Sw rote: The Gates Foundation has two entities: one represents the operations of the foundation and the other holds the financial assets. We refer to the second entity as the “asset trust.” From: Jeffrey Epstein [mailto:/eevacation@gmail.com] Sent: Friday, April 11, 2014 4:19 PM To: Richard Henriques Subject: Re: Donor vehicle what asset trust’? On Fri, Apr 11, 2014 at 3:03 PM, Richard Henriques <_{ wrotc: Thought to keep it simple in the first email and sufficient to address the question. At this point, there is just one other scenario which represents less control by the foundation, yet still consistent with the assumptions we have been discussing: BMGF creates new Washington state nonprofit corporation to qualify as a public charity with the IRS ("NewCo"); NewCo would have an independent board of directors (or could have a minortty of BMGF board members). As a public charity, NewCo can sponsor DAFs. NewCo creates new limited liability company subsidiary. Though wholly-owned by NewCo, the LLC would be manager-managed and BMGF would serve as the manager. The LLC would hold all funds donated to NewCo that are allocated to BMGF silos. NewCo holds, invests, disburses, reports on, and otherwise administers donor advised funds. LLC holds, invests, disburses, reports on, and otherwise administers direct donations or allocations of funds from the DAFs with respect to BMIGF silos. Primary Benefits: Separates BMIGF from administration of DAFs; DAF investments not aggregated with BMGFBill for securties law purposes. Primary Challenges: Potential for LLC level investments to be aggregated with BMGF/Bill for securties law purposes; identifying potential board members; potential for disagreement betwean operation of NewCo and LLC and removal of BMGF as LLC manager, requires staifing and establishing its own procedures for administration of DAFs and BGMF silos. EFTA00371015

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From: Jeffrey Epstein [mailto:jeevacation@gmail.com) Sent: Friday, April 11, 2014 11:24 AM To: Richard Henriques Subject: Re: Donor vehicle i thought you had three proposals. ? On Fri, Apr 11, 2014 at 12:12 PM, Richard Henriques {S| yy cotc: Following up on our discussion Weds, below is a description of onc of the structural scenarios we are considering. This is 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 approach? Key Osvectives: © Create a private donor vehicle altemative to a private foundation that wil attract substanal sums to solve global inequities that is hosted by @ Yusted ceganization with deep expertise in managing large, muli-faceted philanthropic investments ina ‘srategic and measureable way © Provide maximum tax efficiency for donors and minimize impact on foundation/asset trust payout and excise tax (for these reasons, al options presented involve @ public charity and do not include gfts directly or indirectly to the foundation or the ‘asset trust) © Accommodate donor-advised funds, but structure for BMGF control over disbursement and management of funds for select foundation strategies (our “silos”) BMGF creates new Washington state nonprofit corporation to qualify as a public charity with the IRS ("NewCo"). As a public charity, NewCo can spansor DAFs. NewCo has two classes of mambership: BMGF/E.SM wil hold the membership interests with voting rights (controlling interest) and other foundations or donors could be added as nonvoting members to provide & greeter connection to the crganization for those who are interested. BMGFIB&M, as the voting member, has the right to appointremove all or a majonty of the board of directors. BMGFIB&M could choase to appoint BMGF personnel or independent directors (or 2 mix). Rights could also ndude (i) approving the appointment of individuals to certain key management positions of NewCo; and (ii) approving the annual budget. BMGF could make annual contributions to NewCo. Primary Benefits: Maximum control over all aspects of the entity; high level of control alows for more streamlined governance: can give donorsiothers advisory privilages for overall entity, not just the donor advised funds: easiest structure to guide its development and interaction with BMGF programe and to get programs invested in supporting with their expertise Primary Challenges: Time to create 2 new legal entity and seek IRS approval; aggregated securities reporting with BMGFIBAM: appeal of a captive entity to potential donors; potential reputational risks associated with “too much influence”, members do not usually have fiduciary dues, but control always creates potential risk; requires staffing and establishing its own procedures for administration of DAFs 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 retum ¢-mail or by e-mail to jecyacation(@) 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 thercof 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 c-mail to jecvacation/@ gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all nghts reserved please note The information contained in this communication is confidential, may be attorney-client privileged, may EFTA00371016

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constitute inside information, and is intended only for the use of the addressce. It is the property of Jeffrey Epstein Unauthorized use, disclosure or copying of this communication or any part thercof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return ¢-mail or by e-mail to jecvacation(@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all nghts reserved EFTA00371017