March 16, 2015 TO: FROM: RE: John Podesta Marc E. Elias Alternative Approach to Super PAC Fundraising We have provided you with our recommendations on how Secretary Clinton and her agents could interact with Super PACs in the event she becomes a candidate. In the fundraising context, our recommended approach is for Secretary Clinton and her agents to make a hard solicitation for $5,000 when discussing the Super PAC in one-on-one or small group discussions with prospective donors. Super PACs and their personnel are then free to follow up with the donor that day or at any other time of their choosing to ask for additional funds, without any participation by Secretary Clinton or her agents. You have also asked us to summarize a procedure that can be followed whereby Secretary Clinton and her agents discuss Super PACs with prospective donors without making a solicitation for money. As we have discussed, this is not our recommended approach though please note that our earlier memorandum includes a legally prescribed way for the Secretary and her agents to attend Super PAC fundraising events, which is similar (though not identical) to the guidelines in section II below. I. Basic Guidelines Under this alternative procedure, Secretary Clinton and her agents would appear at a fundraising event or other meetings sponsored or organized by the Super PAC. Central to these procedures would be the following understandings: The Secretary and her agents share the political objectives of the Super PAC and may choose to accept invitations to discuss their support for the PAC s political mission and specifically the urgency of keeping Democratic control of the White House. The Secretary and her agents would not engage in soliciting contributions for the PAC in connection with any fundraising event they sponsor and at which they will appear. Moreover, to the extent that any statements they make could be construed to be a solicitation of funds, it would be made clear to all attendees that they should not be understood to solicit more than $5,000 this year from any one donor and only from individuals. The Secretary and her agents would participate in their events or activities only after all invitation and related materials have been reviewed by the Secretary s counsel. Moreover, the Secretary and her agents would be staffed at such events by an aide who
would assist in assuring compliance with the conditions for their participation. II. Fundraising Events The Secretary and her agents would be invited to fundraising events at which the PAC solicited contributions or will have solicited such contributions as a condition of attendance. The Secretary and her agents would not solicit contributions at these events, nor at any time before or after them, and to the extent that any statements they make may be understood to constitute solicitations, it would be made clear in legally prescribed fashion that, as a federal candidate, she is soliciting only contributions up to $5,000 for this year and only from individual donors. A. Event Criteria For any activity of one of the PACs to qualify as a fundraising event, the following must happen: Prospective attendees are sent or emailed a written invitation; The invitation includes the date and time when the event is being held; The event takes place in space normally used for events, including but not limited to a private home, and event hall, a conference room, or a private room in a restaurant; The event features a program, which includes formal remarks by the Secretary or her agents and an introduction by the event host or some other person; The minimum number of attendees for an event is 10. B. Invitations or Publicity for Event The Secretary and her agents would be featured in publicity for the event, including invitations, provided that they are listed only as a featured speaker or special guest, not in any way in a fundraising role, and there is a clear disclaimer stating that they are not soliciting funds. The disclaimer would read: The Secretary (or her agent) is appearing at this event only as a featured speaker and special guest, and is not asking for funds or donations. The Secretary and her agents would not disseminate publicity for the event. C. Materials Posted at the Event To avoid any risk that the statement made by the Secretary or her agents would be construed as a solicitation, a notice should be prominently displayed at the entrance to the event, or a card -2-
placed on every table, that states: Solicitations by federal candidates and officeholders are limited by federal law. Any federal candidates or officeholders speaking tonight will not be soliciting donations, or will be soliciting only donations of up to $5000 from individuals and multi-candidate political committees. They will not be soliciting donations of any amount from corporations, labor organizations, foreign nationals, federal contractors, or national banks. D. Introductory Remarks or Other Presentations Prior to the Secretary s Remarks The Secretary or her agents would only attend PAC events if the remarks introducing her focus entirely on political topics and do not include in any way solicitations of contributions. E. Solicitations Before or After Events Any solicitations by the PAC or any of its agents in connection with an event in which the Secretary or her agents appear would not refer to the Secretary or her agents, except by reference to their prior statements of political support for the PAC's mission and their appearance at the event as a featured speaker and honored guest. These solicitations would not suggest or imply any expectation whatsoever by the Secretary or her agents that the donor make a contribution of any amount to the PAC. F. Materials Requiring Approval of Counsel The following materials would be submitted in advance to the Secretary s counsel and approved as a condition of the Secretary or her agents appearance at any event: Pre-event publicity materials and invitations (including oral solicitations that follow a written script); Program materials for the event; Legally prescribed notices for prominent posting in the hall, making clear that the Secretary or her agents will not be soliciting donations, and the limits under federal law on any such solicitations; The text of the remarks used to introduce the Secretary or her agents; The text of a communication that event sponsors will circulate to other speakers at the event, emphasizing that the Secretary and her agents are present only as a featured speaker and honored guest, and will not be soliciting contributions at the event. -3-
III. Meetings The Secretary and her agents would also choose to accept invitations by the PAC to meet with prominent supporters to discuss the PAC s political mission and the importance of keeping the White House under Democratic control. These would not be events, if the specific requirements for an event discussed previously were not satisfied. A meeting for these purposes would include more than two attendees in addition to the Secretary, her agents, and PAC personnel. The Secretary and her agents would not solicit contributions at or in connection with any of these meetings, and the Secretary and her agents would attend them only if certain conditions were satisfied to protect against any misunderstanding that their purpose is limited to the discussion of shared political objectives and would not include the solicitation of contributions. Those conditions are: Any written email or oral invitations to the meeting would make no reference whatsoever to a fundraising objective or suggest that the Secretary or her agents is soliciting contributions at or in connection with the meeting. These materials and any oral communications about the meeting would state specifically that it is a political discussion, solely for the purpose of a conversation about the political mission of the PAC and the stakes in the 2016 elections. No comments made at the meeting, in introducing the Secretary (or her agents) or otherwise, would refer in any way to any fundraising objectives or imply in any way that the Secretary or her agents presence is intended to support solicitation activity. The Secretary or her agents would be accompanied by senior aides who would interrupt a conversation or terminate a meeting if the attendees attempt to steer the conversation toward fundraising objectives. The PAC would not solicit contributions from individuals who are attendees at the meeting during the seven days following the meeting. Any PAC solicitations of contributions of individuals who are also attendees at the event, which are made at any time before or after the event, would not suggest: o That a contribution was expected as a condition of, or appropriate response to, the opportunity to meet with the Secretary or her agents for this political discussion; o That there is any expectation whatsoever by the Secretary or her agents that the donor make a contribution of any amount to the PAC. -4-
o That the meeting attended by the Secretary or her agents was a fundraising meeting organized to support the fundraising objectives of the PAC. All written materials prepared for the meeting, including talking points for phone calls, would be approved in advance by the Secretary s counsel. -5-