From: Connie Collingsworth Sent: Monday, July 21, 2014 10:00 PM To: jeffrey E. Cc: Connie Collingsworth; Larry Cohen Subject: RE: Update Attachments: PLR 200108012 IRC_Sec_s 170_2_23_2O01.htm Jeffrey, As we discussed last week, the outstanding issues primarily relate to the grey areas of the continuing level of influence a donor is allowed to have over property (particularly stock) after it has been donated. As I mentioned, we are analyzing this both from the legal and practical perspective. We have learned there may be more latitude under the CA version of UPMIFA for a donor as it relates to disposition of donated stock (versus NY). For example, the Silicon Valley Community Foundation (SVCF) has allowed a donor to include rights to retain an investment as long as the donor agrees to relieve SVCF from any fiduciary liability if the donor decides to retain the stock. CA law allows a donor to require a charity to retain some control over the investment, although conversations with CA tax exempt counsel this morning indicated that this could have a substantial adverse effect on the value of the donation. From a practical perspective, SVCF has not allowed this to be done. SVCF often works with donors, in advance of a donation, to develop a liquidation strategy over time and will entertain donor advice regarding sale of stock, but will not allow donors to have control over the sale of stock. As to continuing voting rights, NPT says they will not allow this. SVCF has accepted a few donations of stock, but only in situations where the donor had previously put their voting interest in a voting trust well in advance of the donation, for a separate valid business purpose. (See attached Private Letter Ruling for an example of how this might work.) Again, although a donor can offer advice, SVCF has not allowed a donor to retain voting rights as part of a structure donation. We are continuing to consider other forms of Shareholder Agreements, as you