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September 12, 2016

By Electronic Mail

Dr. Robert Hughes
Pathway To Restored Confidence In The University of Louisville Foundation, Inc.
Dear Bob:
To follow up on the September 9, 2016 vote of the Board of Trustees of the University of
Louisville (University) authorizing litigation against the University of Louisville Foundation,
Inc. (Foundation), set forth below are the actions that the Foundation must take in order to
resolve the dispute and, most importantly, restore the communitys faith and confidence in the
Foundation. We hope that the overwhelming support from the community and from the students,
faculty, staff and president of the University, the clear and consistent demands from the
Universitys stakeholders, and the near unanimous vote by the Board of Trustees lead to swift
agreement by the Foundation to the pathway set forth below. Our goal is to restore confidence
and transparency. I assume the Foundation shares the same goal.
First, no later than noon on Thursday, September 15, 2016, the Foundation shall name a
five person nominating committee that consists of at least Dr. Neville Pinto, Dr. Mark Lynn and
either Brucie Moore or me. (The appointments purportedly made on September 7, 2016 shall be
withdrawn.) This nominating committee shall be tasked with: (1) nominating the annual board
officers for the Foundation, (2) nominating six new at large directors for the Board of Directors
of the Foundation (filling two vacancies and four expired terms), and (3) nominating officers of
the Foundation. All of the nominating committee nominations shall be acceptable to the
University. The Foundation shall accept the recommendations of the nominating committee at
the beginning of the September 16, 2016, annual meeting. The new directors shall be seated at
the beginning of the meeting and shall be entitled to vote on all matters at the annual meeting.
Although the new nominating committee will nominate officers of the Board of Directors of the
Foundation, you also agree that you will not seek to remain Chairman of the Foundation. In light
of the difficult issues currently facing the Foundation and the University, any business
specifically related to ULH, Inc. that does not involve the terms contained in this letter shall be
addressed at a subsequent meeting.
Second, the Foundation shall immediately agree to a full forensic audit by a nationally
recognized firm that is selected by the University and directed by the University. The
Foundation shall fully cooperate with the performance of the audit.
Third, the Foundation shall by September 15, 2016 provide me with the information
concerning the $38 million loan that I first requested on June 21, 2016 under the Open Records
Act. A schedule for promptly producing the remaining information subject to the August 29,
2016 Request For Accounting and Open Records Act Request shall be subject to an expedited
schedule that shall be agreed to in writing prior to the annual meeting of the Foundation.
Fourth, the Foundation shall provide Dr. Ramsey notice of his termination for cause, as
provided in his agreement with the Foundation, effective no later than the September 16, 2016

annual meeting. To the full extent that the Foundation has the right to do so, Dr. Ramsey shall
either be terminated from all positions at all entities affiliated with the Foundation or he shall
resign from all such positions.
Fifth, Kathleen Smith shall immediately be relieved of any and all duties at the
Foundation and all entities affiliated with the Foundation and, to the full extent that the
Foundation has the right to do so, placed on administrative leave, with pay and other benefits
unaffected at this time. All existing contracts with Ms. Smith shall be produced prior to the
annual meeting for review by the University.
Sixth, the Foundation shall begin a search to fill a new executive director/chief fundraiser
to fill the office of President of the Foundation. The Foundation shall, at the annual meeting,
vote to implement a governance review and implement best practices concerning the governance
of foundations related to public universities.
Seventh, the Foundation shall fully cooperate with the ongoing audit being performed by
the Auditor of Public Accounts.
Finally, the Foundations agreement to perform the foregoing shall be memorialized in a
written agreement that, among other things, provides for immediate injunctive relief in court to
enforce the agreement if the Foundation does not comply with any term.
I would like to remind the Foundation and all of its affiliated entities that they are
obligated to preserve all information and documents, including electronically stored information,
in their possession. Kentucky case law and the Kentucky Rules of Civil Procedure make clear
that parties to potential litigation, such as the Foundation and its affiliated entities, must take
steps to preserve all information and documents, including information and documents stored
electronically. Therefore, the Foundation must put in place a litigation hold to ensure the
preservation of all documents and information at the Foundation and at all of its affiliated
I realize we are addressing difficult issues, but the steps set forth above are required to
restore confidence in the Foundation and to allow the University to move forward and focus on
the best interests of its students, faculty and the community at large. Because these matters are
time sensitive, I would appreciate a response from the Foundation by the close of business on
Tuesday, September 13, 2016.
Dr. Larry Benz
Board of Trustees


David E. Saffer, Esq. (

Dr. Neville Pinto (
Ms. Joyce Hagan (
Mr. Ulysses Bridgeman, Jr. (
Mr. Frank Weisberg (
Mr. Jonathan Blue (
Dr. Salem George (
Ms. Margaret Handmaker (
Dr. Mark Lynn (
Mr. Frank Minnifield (
Ms. Brucie Moore (
Dr. William Selvidge (