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.1 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

1

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

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 other than Dennis. The memos must be reviewed by HFA and Priorities’ counsel prior to
distribution. HFA would not be permitted to respond to the memo in any way; that directive
should be made clear in any email transmitting the memo.
III.

Filming HFA Events

Because of the restrictions on “republishing” campaign materials (including b-roll), it is common
for Super PACs to send camera crews to campaign events to capture footage. However, Super
PACs like Priorities may not coordinate this filming activity with HFA. For example, HFA
could not privately communicate with Priorities about the Secretary’s schedule in order to give
Priorities time to locate a camera crew. Nor could HFA privately inform Priorities that a
particular event has good logistics or aesthetics for filming. Likewise, it would not be
permissible for HFA to provide Priorities with a preferred location at an event in which it wishes
to film. Priorities would have to be treated like any other person seeking to film an event.
As we noted at the outset, we anticipate updating this memo from time to time, as new fact
patterns are brought to our attention.

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