" • . i ^ -H 

FEDERAL ELECTION COMMISSION 

ZCISSfH 2l! PM 3: 39 

In the matter of; 

Crossroads Grassroots Policy Strategies MUR No. 6696 (;(, I;; \ | -• •• •-

Steven Law 

Karl Rove 

Haley Barbour 

Caleb Crosby 

AMENDED COMPLAINT 

1. Citizens for Responsibility and Ethics in Washington ("CREW"), Melanie Sloan, and 

Nicholas Mezlak bring this amended complaint before the Federal Election Commission ("PEC") 

seeking an immediate investigation and enforcement action against Crossroads Grassroots Policy 

Strategies ("Crossroads GPS") for direct and serious violations of the Federal Election Campaign 

Act ("FECA"). 

Complainants 

2. Complainant CREW is a non-profit corporation, organized under section 501(c)(3) of 

the Internal Revenue Code. CREW is committed to protecting the right of citizens to be informed 

about the activities of government officials and to ensuring the integrity of government officials. 

CREW seeks to empower citizens to have an influential voice in government decisions and in the 

governmental decision-making process. CREW uses a combination of research, litigation, and 

advocacy to advance its mission. 

3. In furtherance of its mission, CREW seeks to expose unethical and illegal conduct of 

those involved in government. One way CREW does this is by educating citizens regarding the 

integrity of the electoral process and our system of government. Toward this end, CREW monitors 

the campaign finance activities of those who run for federal office and those who make expenditures 

to influence federal elections, and publicizes those who violate federal campaign finance laws 
through its website, press releases, and other methods of distribution. CREW also files complaints 

with the FEC when it discovers violations of the FECA. Publicizing campaign finance violations 

and filing complaints with the FEC serve CREW's mission of keeping the public informed about 

individuals and entities that violate campaign finance laws and deterring future violations of those 

laws. 

4. In order to assess whether an individual or entity is complying with federal campaign 

finance law, CREW needs the information contained in independent expenditure disclosure reports 

that must be filed pursuant to the FECA, 2 U.S.C. §§ 434(c), (g); 11 C.F.R. §§ 109..10(b)-(e). 

CREW is hindered in its programmatic activity when an individual or entity fails to disclose 

campaign finance information in reports required by the FECA. 

5. CREW relies on the EEC's proper administration of the FECA's reporting 

requirements because the FECA-mandated disclosure reports are the only source of information 

CREW can use to determine if an individual or entity is complying with the FECA. The proper 

administration of the FECA's reporting requirements includes mandating that all disclosure reports 

required by the FECA are properly and timely filed with the FEC. CREW is hindered in its 

programmatic activity when the FEC fails to properly administer the FECA's reporting 

requirements. 

6. Complainant Melanie Sloan is the executive director of Citizens for Responsibility 

and Ethics in Washington, a citizen of the United States, and a registered voter and resident of the 

District of Columbia. As a registered voter, Ms. Sloan is entitled to receive information contained 

in disclosure reports required by the FECA, 2 U.S.C. § 434; 11 C.F.R. §§ 104.1,109.10. Ms. Sloan 

is harmed when an individual, candidate, political committee or other entity fails to report campaign 
finance activity as required by the FECA. See FEC v. Akins, 524 U.S. 11,19 (1998), quoting 

Buckley v. Valeo, 424 U.S. 1,66-67 (1976) (political committees must disclose contributors and 

disbursements to help voters understand who provides which candidates with financial support). 

Ms. Sloan is further harmed when the FEC fails to properly administer the FECA's reporting 

requirements, limiting its ability to review campaign finance information. 

7. Complainant Nicholas Mezlak is a citizen of the United States, a registered voter in 

the state of Ohio, and a resident of Lorain, Ohio. As a registered voter, Mr. Mezlak is entitled to 

receive information contained in disclosure reports required by the FECA, 2 U.S.C. § 434; 11 

C.F.R. §§ 104.1,109.10. Mr. Mezlak is harmed when an individual, candidate, political committee 

or other entity fails to report campaign finance activity as required by the FECA, denying him 

information that would assist him in. making an informed choice among candidates. See FEC v. 

Akins, 524 U.S. at 19, quoting Buckley v. Valeo, 424 U.S. at 66-67; GREW v. FEC, 475 F.3d 337, 

340 (D.C. Cir. 2007). Mr. Mezlak is further harmed when the FEC fails to properly administer the 

FECA's reporting requirements, limiting its ability to review campaign finance information. 

8. Crossroads GPS is a tax-exempt organization established in June 2010, organized 

under section 501(c)(4) of the Internal Revenue Code, and based in Washington, D.C. 

9. Steven Law is President and Chief Executive Officer of Crossroads GPS. 

10. Karl Rove helped found Crossroads GPS, and raises funds for the organization. See 

Press Release, Crossroads GPS and American Crossroads, Governor Halev Barbour to Join 

Crossroads Fundraising EfforU Groups Double 2012 Fundraising Goal. September 8, 2011 (attached 

as Exhibit A). 
11. Haley Barbour raised funds for Crossroads GPS in 2012. Sheelah Kolhatkar, 

4 

Exclusive- Inside Karl Rove's Billionaire Fundraiser. Bloomberg Businessweek, August.Sl, 2012 

(attached as Exhibit B). 

12. Caleb Crosby is an employee or agent of Crossroads GPS, and signed independent 

expenditure disclosure forms on behalf of Crossroads GPS. 

Legal Framework 

13. An "independent expenditure" is an expenditure by a person for a communication 

"expressly advocating the election or defeat of a clearly identified candidate" that is not coordinated 

with a candidate Or a political party. 2 U.S.C. § 431(17); 11 C.F.R. § 100.16(a). 

14. The FECA requires every person (other than a political committee) who expends 

more than $250 in independent expenditures during a calendar year to file reports with the EEC 

identifying each person (other than a political committee) who makes contributions totaling more 

than $200 in a calendar year to the person making the independent expenditure. 2 U.S.C. § 

434(c)(1) (referencing 2 U.S.C. § 434(b)(3)(A)). The tenn "person" includes an individual, 

partnership, committee, association, corporation, labor organization, or any other organization or 

group of persons. 2 U.S.C. § 431(11). 

15. The FECA further requires reports filed under these provisions to identify each 

person who made a contribution in excess of $200 to the person filing the report "which was made 

for the purpose of furthering an independent expenditure." 2 U.S.C. § 434(c)(2)(C). 
16. FEC regulations interpret these provisions to require the reports to identify each 

person who made a contribution in excess of $200 to the person filing the report that "was made for 

the purpose of furthering the reported independent expenditure." 11 C.F.R. § 109.10(e)(l)(vi).' 

17. The FECA and FEC regulations require every person who is not a political 

committee who makes independent expenditures totaling more than $250 in a calendar year to file 

quarterly reports regarding the expenditures. 2 U.S.C. § 434(c)(1); 11 C.F.R. § 109.10(b). The 

FECA and FEC regulations also require a person who makes independent expenditures totaling 

$10,000 or more on a given election in a calendar year up to the 20th day before the date of the 

election to file a report regarding the expenditures with the FEC within 48 hours. 2 U.S.C. § 

434(g)(2)(A); 11 C.F.R. § 109;i0(c), The FECA and FEC regulations further require a person who 

makes independent expenditures totaling $1,000 or more on a given election after the 20th day 

before an election, but more than 24 hours before the day of the election, to file a report describing 

the expenditures with the FEC within 24 hours. 2 U.S.C. § 434(g)(1)(A); 11 C.F.R. § 109.10(d). 

18. Any person who knowingly and willingly violates any provision of the FECA 

involving the making, receiving, or reporting of any contribution aggregating more than $25,000 in 

a calendar year is subject to up to five years in prison and fines. 2 U.S.C. § 437g(d)(l). 

19. If two or more persons conspire to commit any offense against the United States, or 

defraud any agency of the United States, they are subject to up to five years in prison and fines. 18 

U.S.C. § 371. 

' The FEC's interpretation of the statute fails to give full effect to these provisions. At a minimum, 

the statute requires identification of persons who made contributions "for the purpose of furthering 

an independent expenditure," 2 U.S.C. § 434(c)(2)(C) (emphasis added), but the regulation only 

requires identification of persons who made contributions "for the purpose of furthering the reported 

independent expenditure," 11 C.F.R. § 109.10(e)(l)(vi) (emphasis added). 
Factual allegations 

20. On August 30,2012, Crossroads GPS held a fundraiser at the Tampa Club in Tampa, 

Florida. Kolhatkar, Bloomberg Businessweek, Aug. 31,2012. The fundraiser was held in 

conjunction with American Crossroads, an independent expenditure-only committee closely 

associated with Crossroads GPS. American Crossroads, Statement of Organization. August 9, 

2010; Interview with Sheelah Kolhatkar. Democracy Now. September 5,2012 (disc containing the 

interview is attached as Exhibit C, and is available at: 

http://www.voutube.com/watch?v=RZsudD403i8). Separate forms were handed out to attendees at 

the fundraiser for making donations to both Crossroads GPS and American Crossroads, with 

instructions on how to wire money to each organization. Id. at 6:02. 

21. Approximately 70 high-earning and powerful donors, including hedge fund 

billionaires and investors, attended the fundraiser. Kolhatkar, Bloomberg Businessweek, Aug. 31, 

2012. 

22. During the fundraiser, Mr. Rove briefed the attendees on 15 active Senate races. 

Sheelah Kolhatkar, Exclusive: How Karl Rove's Super PAC Plavs the Senate. Bloomberg 

Businessweek, September 4, 2012 (attached as Exhibit D). One of the elections Mr. Rove analyzed 

was the Ohio Senate race between Sen. Sherrod Brown (D-OH) and his Republican challenger, 

Ohio State Treasurer Josh Mandel. Id. 

23. Mr. Rove stated he received a call from an unnamed out-of-state donor regarding the 

race. Id. According to Mr. Rove: 

[the donor] told him, 'I really like Josh Mandel.' The donor. Rove 

said, had asked him what his budget was in the state; Rove told him 

$6 million. 'I'll give ya $3 million, matching challenge,' Rove said 
i 

the donor told him. Bob Castellini, owner of the Cincinnati Reds, is 

helping raise the other $3 million for that one. 

Id. -, see also Interview with Sheelah Kolhatkar. Democracy Now, Sept. 5,2012, at 11:41, 

24. Crossroads GPS reported spending $6,363,711 in independent expenditures opposing 

Sen. Brown. Crossroads GPS, FEC Form 5. Reports of Independent Expenditures Made and 

Contributions Received. October 30,2012; Open Secrets, Crossroads GPS Targeted Candidates 

(attached as Exhibit E). 

25. Crossroads GPS filed ten reports disclosing these independent expenditures, 

Crossroads GPS, FEC Form 5. 2012 Year-End Report. January 31, 2013; Crossroads GPS, FEC 

Form 5.2032 October Ouarterlv Report. October 15, 2012; Crossroads GPS, FEC Form 5. Reports • 

of Independent Expenditures Made and Contributions Received. Julv-October 2012. None of those 

reports disclosed the name of the donor who, according to Mr. Rove, gave $3 million in 

contributions for the Ohio Senate race, or the names of any of the donors who contributed the 

"matching" $3 million for the election. Id 

26. American Crossroads did not report spending any money on the Ohio Senate race. 

American Crossroads, FEC Form 3X. Reports of Receipts and Disbursements for Other Than an 

Authorized Committee. 2011-2012; American Crossroads, FEC Schedule E. 24/48 Hour Notice of 

Independent Expenditures. 2011-2012; Open Secrets, American Crossroads Targeted Candidates 

(attached as Exhibit F). 

27. During the Tampa fundraiser. Crossroads GPS showed 14 television ads to the 

attendees. Kolhatkar, Bloomberg Businessweek, Aug. 31,2012. They included ads "targeting 

Democratic Senate candidates in Virginia, Ohio, Montana, Florida, Massachusetts, and Nevada." 
Id. Several of the ads were produced by Crossroads GPS, and several were produced by American 

Crossroads. Id. 

28. Immediately after the ads were shown, "the tundraising began in earnest." 

Kolhatkar, Bloomberg Businessweek, Sept. 4,2012. Crossroads GPS officials solicited the 

attendees for additional contributions, apparently to pay to broadcast the advertisements the 

potential donors just viewed or to broadcast other ads in those races. Kolhatkar, Bloomberg 

Businessweek, Aug. 31, 2012. Notably, Mr. Law thanked the attendees for their prior generosity, 

but said even more money might be needed, in part because advertising rates were going up. Id. 

29. Mr. Barbour "made the final pitch" for money. Id. '"You all give so unbelievably 

generously,'" Mr. Barbour said. '"But you know what, I don't have any compunction about looking 

you in the eye and asking for more.'" Kolhatkar, Bloomberg Businessweek, Aug. 31,2012. 

30. While Mr. Law and Mr. Barbour apparently used the name "American Crossroads" 

in their fundraising pitches, id., they evidently used it to mean both American Crossroads and 

Crossroads GPS. Mr. Law told the attendees "American Crossroads" was two-thirds of the way to 

reaching its $300 million fundraising goal, id., but the spokesman for both Crossroads GPS and 

American Crossroads acknowledged the $300 million goal was the combined budgets for both 

groups. Paul Blumenthal, ICarl Rove-Backed Groups Are Largest Sinale Outside Force In 2012 

Election. Huffington Post, November 4,2012 (attached as Exhibit G). In addition, several of the ads 

shown to the attendees before they were solicited were produced by Crossroads GPS, and it made 

independent expenditures in five of the six races for which ads were shown. See Open Secrets, 

Crossroads GPS Targeted Candidates (reporting independent expenditures for Senate races in Ohio, 

Virginia, Montana, Massachusetts, and Nevada). In the sixth race, in Florida, Crossroads GPS 
broadcast an "issue ad" just before the fundraiser that was not reported to the FEC. See Press 

Release, Crossroads GPS, Crossroads GPS Launches $4.2 Million Issue Advocacy Push in Four 

States. August 23,2012 (attached as Exhibit H). 

31. In addition to the ten reports disclosing independent expenditures in the Ohio race. 

Crossroads GPS filed 32 reports disclosing independent expenditures in the Virginia, Montana, and 

Nevada Senate races subsequent to the fundraiser, and. reported spending .$17,473,942 on 

independent expenditures related to broadcasting advertisements in those races. Crossroads GPS, 

FEC Form 5. 2012 Year-End Report. January 31, 2013; Crossroads GPS, FEC Form 5. 2012 

October Quarterly Report. October 15,2012; Crossroads GPS, FEC Form 5. Reports of Independent 

Expenditures Made and Contributions Received. July-November 2012; Open Secrets, Crossroads 

GPS Targeted Candidates. None of the reports disclosed the names of any of the donors who made 

contributions for the purpose of broadcasting the advertisements shown to attendees at the 

fundraiser, or broadcasting other ads in those races. Id. 

32. Crossroads GPS is aware of its obligations under the FECA and FEC regulations to 

disclose the names of its donors who made contributions for the purpose of broadcasting specific 

advertisements. On June 14,2011, the FEC sent Crossroads GPS two Requests for Additional 

Information regarding Crossroads GPS's 2010 October Quarterly and Year End reports. See Letters 

from Christopher Whyrick to Crossroads Grassroots Policy Strategies, June 14,2011 (attached as 

Exhibit I). The letters said Crossroads GPS had not itemized any contributions used to fund the 

independent expenditures disclosed in the referenced reports, noted FEC regulations required 

Crossroads GPS to disclose identifying information for each individual who made a donation used 

to fund the independent expenditures, and requested Crossroads GPS amend the reports. Id. 

9 
33. Crossroads GPS responded with a letter from its legal counsel, Thomas J. Josefiak, a 

former FEC chairman, and Michael Bayes, a former counsel and executive assistant to an PEG 

commissioner. See Letter from Thomas J. Josefiak and Michael Bayes to Christopher Whyrick, July 

19,2011 (attached as Exhibit J). Contending the EEC's description of its regulations was a 

"misstatement of the applicable requirement," Crossroads GPS quoted 11. C.F.R. § I09.10(e)(l)(vi) 

and said the relevant question is "whether the donor's contribution was given 'for the purpose of 

furthering the reported independent expenditure.'" Id. Crossroads GPS then said no contributions it 

accepted were solicited or received for the purpose of furthering independent expenditures it 

'I 

reported, and accordingly no contributions were required to be reported under the regulations. Id. 

0 34. Further, Crossroads GPS explained "Crossroads Grassroots Policy Strategies 

understands the applicable reporting regulations," and added it would report "any contributions that 

are required to be reported pursuant to 11 C.F.R. § 109.10(e)(l)(vi)." Id. Crossroads GPS 

concluded by saying the "omission of contributor information on future reports should not be 

assumed to be an oversight." Id. 

35. Mr. Josefiak attended the August 30,2012 fundraiser, and was introduced by Mr.; 

Law to the attendees as '"the guy who keeps us frorn ever having to wear orange jumpsuits.'" 

Kolhatkar, Bloomberg Businessweek, Aug. 31,2012. 

36. On October 25,2012, the FEC sent Crossroads GPS a Request for Additional 

Information regarding Crossroads GPS's 2012 October Quarterly report. See Letter from 

Christopher Whyrick to Crossroads Grassroots Policy Strategies, October 25,2012 (attached as 

Exhibit K). The letter said Crossroads GPS had not disclosed any contributions in the report, noted 

10 
Crossroads GPS must identify each contributor who made a donation in excess of $200 used to fund 

the independent expenditures, and requested Crossroads GPS amend the report. Id. 

37. Crossroads GPS responded on November 29,2012. See Letter from Caleb Crosby to 

Christoper Whyrick, November 29,2012 (attached as Exhibit L). Mr. Crosby first referred the FEC 

to its July 19,2011 letter, then repeated the statements in that letter regarding 11 C.F.R. § 

109.10(e)(l)(vi). Id. Referring to the 2012 October Quarterly report, Mr. Crosby asserted "[n]o 

|) contributions accepted by Crossroads Grassroots Policy Strategies were solicited or received 'for the 

purpose of furthering the reported independent expenditure.'" Id. 

38. On April 9, 2013, the FEC sent Crossroads GPS another Request for Additional 

Information, this one regarding Crossroads GPS's 2012 Year-End report. See Letter from 

Christopher Whyrick to Crossroads Grassroots Policy Strategies, April 9,2013 (attached as Exhibit 

M). The letter said Crossroads GPS had not disclosed any contributions in the report, noted 

Crossroads GPS must identify each contributor who made a donation in excess of $200 used to 

further the independent expenditures, and requested Crossroads GPS amend the report. Id. 

39. Crossroads GPS responded the next day, April 10,2013. See Letter from Caleb 

Crosby to Christoper Whyrick, April 10,2013 (attached as Exhibit N). Again, Mr. Crosby iasserted 

no contributions accepted by Crossroads GPS were solicited or received for the purpose of 

furthering the independent expenditures reported in its 2012 Year-End report. Id. 

Count I 

40. Crossroads GPS knowingly and willfully failed to identify the person who made $3 

million in contributions for the purpose of furthering the independent expenditures Crossroads GPS 

made in the Ohio Senate race. 

11 
41. An unnamed donor told Mr. Rove he was giving Crossroads GPS $3 million to spend 

on the Ohio Senate election between Sen. Brown and Mr. Mandel. The donor further said the 

contribution was a "matching challenge" to meet Crossroads GPS's $6 million budget, for the state. 

42. On information and belief, Crossroads GPS received $3 million from the unnamed 

donor who contributed the money with the intent it be spent on the Ohio Senate race. 

43. Crossroads GPS spent $6,363,711 on independent expenditures opposing Sen. 

Brown in the Ohio Senate race. 

44. Crossroads GPS filed ten reports disclosing its independent expenditures in Ohio. 

None of the reports identified the person who made $3 million in contributions for the purpose of 

furthering those independent expenditures. By failing to identify this person in each of those ten 

reports. Crossroads GPS violated 2 U.S.C. § 434 and 11 C.F.R. §§ 109.10(b)-(e) ten separate times. 

45. Crossroads GPS's violations were knowing and willful, and thus subject to criminal 

penalties and referral to the Department of Justice. 2 U.S.C. §§ 437g(a)(5)(C), 437g(d)(l). As 

Crossroads GPS made clear in its July 19,2011 letter to the FEC, the organization fully understood 

its reporting obligations and insisted it would report all contributions as required by law. 

Crossroads GPS also asserted in its November 29,2012 and April 10, 2013 letters to the FEC that 

none of the contributions it accepted were solicited or received for the purpose of furthering the 

reported independent expenditures. Despite an acknowledged familiarity with the reporting laws 

and the clear understanding Crossroads GPS had received $3 million in contributions from the 

unnamed donor for the purpose of furthering the reported independent expenditures in the Ohio 

Senate race. Crossroads GPS failed to identify the donor on each of the ten reports. 

12 
Count II 

46. Crossroads GPS knowingly and willfully failed to identify the persons who made $3 

million in "matching" contributions for the purpose of furthering the independent expenditures 

Crossroads GPS made in the Ohio Senate race. 

47. The unnamed donor who told Mr. Rove he was giving Crossroads GPS $3 million to 

spend on the Ohio Senate election between Sen. Brown and Mr, Mandel said the contribution was. a 

"matching challenge" to meet Crossroads GPS's $6 million budget for the state. As of August 30, 

2012, Crossroads GPS was in the process of soliciting "the other" $3 million in contributions for 

spending in the Ohio Senate election. 

48. On information and belief, as part of the "matching challenge," Crossroads GPS 

solicited and received $3 million in contributions from donors given with the intention that the 

money be spent, on the Ohio Senate race. 

49. Crossroads GPS spent $6,363,711 on independent expenditures opposing Sen. 

Brown in the Ohio Senate race. 

50. Crossroads GPS filed ten reports disclosing those independent expenditures. None 

of the reports identified any of the persons who made $3 million in contributions as part of the 

"matching challenge" for the purpose of furthering those independent expenditures. By failing to 

identify these persons in each of those ten reports. Crossroads GPS violated 2 U.S.C. § 434 and 11 

C.F.R. §§ 109.10(b)-(e) at least ten separate times. 

51. Crossroads GPS's violations were knowing and willftil, and thus subject to criminal 

penalties and referral to the Department of Justice. 2 U.S.C. §§ 437g(a)(5)(C), 437g(d)(l). As 

Crossroads GPS made clear in its July 19, 2011 letter t.o the FEC, the organization fully understood 

13 
its reporting obligations and insisted it would report all contributions as required by law. 

Crossroads GPS also asserted in its November 29,2012 and April 10,2013 letters to the FEC that 

none of the contributions it accepted were solicited or received for the purpose of furthering the 

reported independent expenditures; Despite an acknowledged familiarity with the reporting laws 

and the clear understanding Crossroads GPS had received $3 million in contributions as part of the 

"matching challenge" from donors for the purpose of furthering the reported independent 

expenditures in the Ohio Senate race. Crossroads GPS failed to identify any of these donors on each 

of the ten reports. 

Count III 

52. In violation of 18 U.S.C. § 371, Mr. Rove, Mr. Law, and Mr. Crosby unlawfully 

conspired to violate the FECA and defraud the FEC by knowingly and willfully failing to identify 

the person who made $3 million in contributions for the purpose of furthering the independent 

expenditures Crossroads GPS made in the Ohio Senate race, and by knowingly and willfully failing 

to identify the persons who made $3 million in "matching" contributions for the purpose of 

furthering those independent expenditures. 

53. Mr. Rove, Mr. Law, and Mr. Crosby knowingly entered into an unlawful agreement 

to intentionally violate 2 U.S.C. § 434 and 11 C.F.R. §§ 109.10(b)-(e) and to defraud the FEC by 

failing to identify the person who made $3 million in contributions for the purpose of furthering the 

independent expenditures Crossroads GPS made in the Ohio Senate race, and by failing to identify 

the persons who made $3 million in "matching" contributions for the purpose of furthering those 

independeiit expenditures. 

14 
54. By signing and filing ten reports that failed tO: identify the person who made $3 

million in contributions for the purpose of furthering the Independent expenditures Crossroads GPS 

made in the Ohio Senate race, and by signing and filing ten reports that failed to identify the persons 

who made $3 million in "matching" contributions for the purpose of furthering those independent 

expenditures, Mr. Crosby committed overt acts to effect the object of the conspiracy in violation of 

18 U.S.C, .§ 371. 

55. By authorizing Mr. Crosby to file the. ten false reports, Mr. Law committed and 

caused others to commit overt acts to effect the object of the conspiracy in violation of 18 U.S.C. § 

371. 

56. By soliciting both the $3 million in contributions from the individual donor and the 

$3 million in "matching" contributions, Mr; Rove committed and caused others to commit overt acts 

to effect the object of the conspiracy in violation of 18 U.S.C. § 371. 

Count IV 

57. Crossroads GPS knowingly and willfully failed to identify the persons who made 

contributions for the purpose of broadcasting the advertisements shown at the August 30,2012 

fundraiser or broadcasting other ads in those races. 

58. Crossroads GPS showed attendees Of the August 30, 2012 fundraiser advertisements 

targeting Democratic Senate candidates in Ohio, Virginia, Montana, Florida, Massachusetts, and 

Nevada. Crossroads GPS produced several of the ads. Immediately .after the ads were shown. 

Crossroads GPS .solicited contributions from the attendees. Among other things, Mr. Law noted 

more money was needed because advertising rates had increased. 

15 
59. On information and belief, Crossroads GPS received contributions given with the 

intention that the money be spent on independent expenditures broadcasting the advertisements 

shown at the fundraiser or broadcasting other ads in the Ohio, Virginia, Montana, and Nevada 

Senate races. 

60. In addition to the ten reports disclosing independent expenditures in the Ohio Senate 

race. Crossroads GPS filed 32 reports disclosing independent expenditures broadcasting 

advertisements in the Virginia, Montana, and Nevada Senate elections after August 30, 2012. None 

of the reports identified any of the persons who made contributions for the purpose of broadcasting 

the advertisements. By failing to identify these persons in each of those 32 reports , Crossroads 

GPS violated 2 U.S.C. § 434 and 11 C.F.R. §§ 109.10(b)-(e) at least 32 separate times. 

61. Crossroads GPS's violations were knowing and willful, and thus subject to criminal 

penalties and referral to the Department of Justice. 2 U.S.C. §§ 437g(aX5)(C), 437g(d)(l). As 

Crossroads GPS made clear in its July l9, 2011 letter to the FEC, the organization fully understood 

its reporting obligations and insisted it would report all contributions as required by law. 

Crossroads GPS also asserted in its November 29, 2012 and April 10,2013 letters to the FEC that 

none of the contributions it accepted were solicited or received for the purpose of furthering the 

reported independent expenditures. Despite an acknowledged familiarity with the reporting laws 

and the clear understanding Crossroads GPS had solicited and received contributions for the 

purpose of broadcasting the advertisements shown at the fundraiser or broadcasting other ads in 

those races. Crossroads GPS failed to identify any of these donors on each of the 32 reports. 

16 
Count V 

62. In vioiation of 18 U.S.C. § .37.1, Mr. Barbour, Mr. Law, and Mr.. Crosby conspired to 

violate 2 U.S.C. § 434 and 11 C.F.R. §§ 109.10(b)-(e) and defraud the FEC by knowingly and 

willfully failing to identify the persons who made contributions for the purpose of broadcasting the 

advertisemients shown at the August 30,2012 fundraiser or broadcasting other ads in those races. 

63. Upon information and belief, Mr. Barbour, Mr. Law, and Mr. Crosby knowingly 

entered into an unlawful agreement to intentionally violate 2 U.S.C. § 434 and 11 C.F.R. §§ 

109.10(b)-(e) and defraud the FEC by failing to identify the persons who made contributions for the 

purpose of broadcasting the advertisements shown at the August 30,2012 fundraiser or broadcasting 

other ads in those races. 

64. By signing and filing 32 reports that failed to identify the persons who made 

contributions for the purpose of broadcasting the advertisements shown at the August 30,2012 

fundraiser or broadcasting other ads in those races, Mr. Crosby committed overt acts to effect the 

purpose of the conspiracy in violation of 18 U.S.C. § 371. 

65. By authorizing Mr. Crosby to file the 32 reports, Mr. Law committed and caused 

others to commit overt acts to effect the purpose of the conspiracy in violation of 18 U.S.C. § 371. 

66. In addition, by soliciting contributions for the purpose of broadcasting the 

advertisements shown at the August 30,2012 fundraiser or broadcasting other ads in those races, 

Mr. Law committed and caused others to commit overt acts to effect the purpose of the conspiracy 

in violation of 18 U.S.C. § 371. 

67. By soliciting contributions for the purpose of broadcasting the advertisements shown 

at the August 30, 2012 fundraiser or broadcasting other ads in those races, Mr. Barbour committed 

17 
and caused others to commit overt acts to effect the purpose of the conspiracy in violation of 18 

U.S.C. § 371. 

Conclusion 

WHEREFORE, Citizens for Responsibility and Ethics in Washington, Melanie Sloan, and 

Nicholas Mezlak request that the PEC conduct an investigation into these allegations, declare the 

respondents to have violated the FECA and applicable PEC regulations, order Crossroads GPS to 

correct these violations by amending the relevant independent expenditure disclosure reports to 

identify and make public each person who made a contribution in excess of $200 rnade for the 

purpose of furthering the reported independent expenditures. In additioh, the complainants request 

that the FEC impose sanctions appropriate to these violations, and take such further action as may 

?> be appropriate, including referring this matter to the Department qfjustice .foF^minal pro.secutibn. 

ON BEHALF OF COMPLAINANTS 

Melanie Sloan 

Executive Director 

Citizens for Responsibility and Ethics in 

Washington 

1400 Eye St., N.W., Suite 450 

Washington, D.C. 20005 

(202) 408-5565 (phone) 

(202) 588-5020 (fax) 

18 
Verification 

Citizens for Responsibility and Ethics in Washington and Melanie Sloan hereby verify that 

the statements made in the attached Complaint are, upon information and belief, true. Sworn 

pursuant to ij 

id.subscribed before me this day of April, 2013. 

Notary Public 

CARRIE LEVINE 

NOTARY PUBUC DISTRICT OF COLUMBIA 

My Commission E wires Febmary 28.2018 

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Verification 

Nicholas Mezlak hereby verifies that the statements made in the attached Complaint are, 

upon information and belief, true. Sworn pursuant to 18 U.S.C. .§ 1001. 

Nicholas Mezlak 

Sworn to and subscribed before me this^l^day of April, 2013 

I titry Public 

20 
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Governor Haley Barbour to Join Crossroads 

Fundraising Effort; Groups Double 2012 

Fundraising Goal 

September 9, 2011 By Crossroads GPS 

American Crossroads and Crossroads Grassroots Policy Strategies (Crossroads GPS) double 

fundraising goal. 

WASHINGTON - Today, American Crossroads and Crossroads GPS announced that Mississippi 

Governor Haley Barbour will join Karl Rove in helping the groups raise funds through 2012. Governor 

Barbour, who previously served as chairman of the Republican National Committee and the Republican 

Governors Association, will serve in a volunteer capacity with the organization. 

The two groups also announced they would more than double their previous combined fundraising goal 

for 2012. The two groups had previously announced a collective fundraising goal of $120 million by the 

end of 2012, with $20 million to come in this year. A week ago, the groups amiounced they had already 

exceeded this year's goal, raising fnore than $24.5 million to da,te. 

"Both Governor Barbour and Karl Rove are prodigious fundraisers and brilliant strategists, and we are 

honored to have them both engaged with us," said Steven Law, who serves as president of the two 
jpvemor Haley Barbour to Join Crossroads Fundraising Effort; Grou... http://www.crossroadsgps.org/2011/09/govemor-haley-barbour-to-join... 

Crossroads groups. "We are reaching high in our fundraising goals because we believe this is going to be 

a destiny-shaping election for our country." 

American Crossroads and Crossroads GPS were founded in April and June of 2010, respectively, and 

raised $71 million over the course of 2010 in both political and issue advocacy efforts. 

American Crossroads is a non-projit 527 political organization dedicated to renewing America's 

commitment to individual liberty, limited government, free enterprise and a strong national defense 

through informed and effective political action. American Crossroads seeks to educate voters and 

empower citizens to hold lawmakers and office-seekers accountable for where they stand. Paid for by 

American Crossroads. Not authorized by any candidate or candidate's committee, 

www. americancrossroads. org 

Crossroads GPS is a policy and grassroots advocacy organization that is committed to educating, 

equipping and mobilizing millions of American citizens to take action on the critical economic and 

legislative issues that will shape our nation's future in the years ahead. 

For more information or to arrange an interview, contact Jonathan Collegio 

at iacoll.e&iQ@amenGanciossroads.ore or (202) 559-6424. 

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EXHIBIT B 

I 

I : 
ixclusive: Inside Karl Rove's Billionaire Fundraiser - Businessweek http;//www.businessweek.com/printer/ai1icles/70452-exclusive-inside... 

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Bloomberg Businessweek 

Politics & Policy 

Exclusive: Inside Karl Rove's Billionaire Fundraiser 

By Sheelah Kolhatkar on August 31,2012 

hltp;/Avww.busincssweek.com/articles/20l 2-08-3 l/excluslve-insldc-karl-roves-billionalrc-fundralser 

On the final morning of the Republican National Convention, Karl Rove took the stage at the Tampa 

Club to provide an exclusive breakfast briefing to about 70 of the Republican Party's highest-earning 

and most powerful donors. During the more than hour-long session. Rove explained to an audience 

dotted with hedge fund billionaires and investors—including John Paulson and Wilbur Ross—how his 

super PAC, American Crossroads, will persuade undecided voters in crucial swing states to vote against 

Barack Obama. He also detailed plans for Senate and House races, and joked, "We should sink Todd 

Akin. If he's found mysteriously murdered, don't look for my whereabouts!" 

Then Rove pleaded with his audience for more moneys—much more. 
exclusive: Inside Karl Rove's Billionaire Fundraiser - Businessweek http://www.businessweek.com/printcr/articles/70452-exclusive-inside... 

This rare look at the mechanics ofsuper-PAC fundraising and electoral strategy was likely not intended 

for reporters. I was invited as the guest of a financier who is a significant Republican donor. The 

financier knew that I was a journalist. At no point was I presented with, nor did I agree to, restrictions 

regarding the information I heard. Upon my arrival at the breakfast, I was not asked if I was a journalist. 

I gave my name, identified the person who had invited me, was handed a wristband, and ushered into the 

dining room. American Crossroads disputes this version of events, but a spokesman did not immediately 

return calls to elaborate. 

The morning began with an address about the urgency of defeating Obama by Florida's Republican 

Senator Marco Rubio. Crossroads Chief Executive Officer Steven Law followed and introduced some of 

the super PAC's staff, referring to general counsel Tom Josefiak as "the guy who keeps us from ever 

having to wear orange jumpsuits." 

Then came the main event: Rove, joined by former Mississippi Governor Haley Barbour, laid out his 

strategy for winning the White House. "The people we've got to win in this election, by and large, voted 

for Barack Obama," Rove said, in a soothing, professorial tone, explaining why the campaign hadn't 

launched more pointed attacks on the president's character. 

8 Rove explained that Crossroads had conducted extensive focus groups and shared polling and focus 

group data with "all the major groups that are playing" in the election. "As many of you know, one of 

the most important things about Crossroads is: We don't try and do this alone. We have partners," he 

said. "The Kochs—you name it." 

What had emerged from that data is an "acute understanding of the nature of those undecided, 

persuadable" voters. "If you say he's a socialist, they'll go to defend him. If you call him a 'far out 

left-winger,' they'll say, 'no, no, he's not.'" The proper strategy. Rove declared, was criticizing Obama 

without really criticizing him—by reminding voters of what the president said that he was going to do 

and comparing it to what he's actually done. "If you keep it focused on the facts and adopt a respectful 

tone, then they're gonna agree with you." 

In Rove's estimation, things are going well. "Barack Obama unleashed hell on our candidate on May 

15," he said. "Between May 15 and July 31st, he spent $111 million on ads out of his campaign war 

chest, and there was about another $17, $18 million spent by outside groups. The day that this started, 

the Gallup poll was 45-45. On the 31st of July, it was 46-46." 

"We spent—outside groups spent $110 million and Romney spent $42 million," Rove continued. "So the 

bad guys [Democrats] spent $130 million.and the good guys [Republicans] spent $152 million, and our 

money didn't go as far as theirs because we couldn't buy at the lowest unit rate. Really, it was sort of 

roughly equivalent, and we fought it to a draw." And that, Rove pointed out, was after a brutal 

Republican primary. "We have to keep in mind whose vote we're trying to get—it ain't the delegate 

from Alaska. It's not the alternate from Alabama. It's some undecided voter in the battleground state 

who likes the president." 

Rove spoke almost exclusively about defeating Barack Obama and retaking control of the White House. 

There was sparse praise for Mitt Romney—either as a candidate or as a future leader and policy maker. 

One of the few Romney mentions was by Haley Barbour, who jumped in to explain how Democrats 

hoped to define the nominee: "You know, 'Romney is a vulture capitalist who doesn't care about the 

y rsf A 1 i/nnnn 1 i-m 
exclusive: Inside Karl Rove's Billionaire Fundraiser - Businessweek http://www.businessweek.com/printer/articlcs/70452-exclusive-inside... 

likes of you. He doesn't even know people like you—he'll lay you off, cancel your insurance, shit jobs. 

He's a plutocrat. Married to a known equestrian!"' 

The room erupted in laughter. 

Barbour predicted that the Democrats were going to "get nastier, more negative, more vicious, more 

personal. We're going to have to put on our big-boy britches and respond with what the American 

people want to hear: What are we going to do to solve the problems in this country." 

Rove's analysis of the Senate races was technical and masterly. The Republicans need four seats to gain 

a majority, and Rove said he feels "really good" about Nebraska and is optimistic about North Dakota, 

even though Democrats have a strong candidate in former state Attorney General Heidi Heitkamp. 

"We're deeply engaged" there. Rove said. In Wisconsin, former Governor Tommy Thompson "has an 

excellent shot to win—he has a quirky, cross-party appeal." Virginia is going to be tight and will likely 

mirror the way the state votes in the presidential race. Of those. Rove declared, "we can win three." 

In Connecticut, Rove noted that Linda McMahon, the former head of World Wrestling Entertainment, 

whom he had once written off, was running a "really smart campaign." And the state, he noted, had 

moved more to the right. "Those affluent, socially liberal, economically conservative people in Fairfield 

County and the New York suburbs have finally figured out that their pocketbooks matter more than 

abortion." 

There are six Republican incumbents Rove identified as in jeopardy, but the biggest risk to Republican 

hopes of retaking the Senate is Todd Akin in Missouri, following his comments about "legitimate rape." 

Rove urged every attendee to apply pressure on Akin to convince him to leave the race. "We have five 

people who are interested" in replacing Akin, Rove said. "We don't care who the nominee is, other than 

get Akin out." 

Just to get the "juices flowing" of the billionaires in the room. Rove shared a little anecdote. Someone he 

described as a "benefactor" had recently contacted him, offering to donate $10 million to be deployed in 

Florida—$5 million for Republican Congressman Connie Mack's Senate race against incumbent 

Democrat Bill Nelson and $5 million for the presidential race. But the donor placed two conditions on 

the money. One, his donation had to be matched by other donors. And two, former Florida Governor Jeb 

Bush had to start making phone calls on their behalf. Rove paused for effect and announced: "Jeb's 

making phone calls for us!" The crowd erupted. 

American Crossroads's total budget. Rove said, was $300 million, with $200 million of it for the 

presidential race, $70 million for the Senate, and $32 million for the House. 

After screening a collection of television ads aimed at such Senate battleground states as Massachusetts, 

the fundraising began in earnest. CEO Law said that because of the "tremendous generosity" of many of 

the people in the room, American Crossroads is two-thirds of the way toward reaching its $300 million 

goal. But it still needs much more. With advertising rates going up and the necessity of "dealing with the 

gender-gap issue," they could easily spend more than $300 million. 

Barbour made the final pitch. "You all give so unbelievably generously. But you know what, I don't 

have any compunction about looking you in the eye and asking for more," he said. He compared the 

importance of a donation to American Crossroads in this cycle to donations made to "the charity 

> rtf/I 11/1 ^/onn 11 .m A 
exclusive: Inside Karl Rove's Billionaire Fundraiser - Businessweek http://www.businessweek.com/printer/articles/70452-exclusive-inside., 

hospital" or a "big not-for-profit cancer research program that you give to." 

"This is a high-stakes election," he continued. "The consequences are greater than any election, and I 

know everybody in here wants their children and grandchildren to inherit the same country we did. I 

honestly believe those are the stakes." 

©2012 Bloomberg L.P. All Rights Reserved. Made in NYC Ad Choices 

ii/iinAi'i II.m AhA 
I 

EXHIBIT D 
•Ixclusive: How Karl Rove's Super PAC Plays the Senate - Businessweek http://www.businessweek.com/printer/articles/69562-exclusive-how-k., 

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Bloomberg Businessweek 

Politics & Policy 

Exclusive: How Karl Rove's Super PAC Plays the Senate 

By Sheelah Kolhatkar on September 04, 2012 

http://www.businessweek.eom/articles/20l2-09-04/exclusive-how-karl-roves-super-pac-plays-lhe-senate 

On Thursday, Aug. 30, the final day of the Republican National Convention, Karl Rove gave a breakfast 

briefing to a group of about 70 of the Republican Party's most inOuential donors. As Bloomberg 

Businessweek reported. Rove described how the super PAC he co-founded, American Crossroads, would 

help Republicans win back the White House. Rove and his associates then solicited further donations 

from an audience filled with hedge fund managers and financiers to fuel their electoral efforts. 

I had been invited to attend as the guest of a significant Republican donor who knew that 1 was a 

journalist. At no point was 1 presented with, nor did I agree to, restrictions regarding the information I 

heard. Upon my arrival at the breakfast, T was not asked if I was a journalist. 1 gave my name, identified 

the person who had invited me, received a wristband, and was ushered into the dining room. American 

Crossroads disputes this version of events but declined to comment further. 

If the briefing on the presidential campaign was the main event. Rove's evaluation of 15 Senate races 

was a close second. American Crossroads has become crucial to Republican hopes of taking back the 

Senate, and, to illustrate the point, the presentation began with a talk by Florida Senator Marco Rubio, 

the rising GOP star who would introduce Mitt Romney at the convention later that night. "I really want 

to start by thanking you for what you're doing, just for even creating this organization," Rubio began, 

addressing Rove and American Crossroads Chief Executive Officer Steven Law. "It really has made a 

esfi ii/nr»nii II.IA AK4 
f 

exclusive; How Karl Rove's Super PAC Plays the Senate - Businessweek http://www.businessweek.com/printer/articies/69562-exclusive-how-k. 

difference." 

"I remember early on, Karl Rove sent me a check—it was big news, the fact that someone of his stature 

would actually take a bet on someone who was such a long shot," Rubio said of his 2009 Senate 

campaign. "But he did that, and many of you in this room were helpful to us as well." While it's 

important for a candidate to have enthusiasm around him, Rubio said, resources are crucial to get a 

message across. 

"That's where Crossroads GPS was helpful," he continued, referring to American Crossroads's sister 

501(c)(4) nonprofit "social welfare" organization, which may receive unlimited personal and corporate 

contributions from anonymous donors. "Obviously, for legal reasons, we never knew they were doing 

this, but you would turn on the TV and there were ads that created a clear distinction, and did so in ways 

that were meaningful." Rubio added: "What I've been pleasantly blown away by is this organization's 

ability to both pick the right message and pick the right place to deliver that message." 

"The by-product effect to all of this is very real," Rubio continued. "The press will try to shame you. 

You read all these articles—it makes it sound as if this is some sort of, you know, dirty endeavor, or 

wrongful thing to do. This is a patriotic endeavor." 

Rubio closed with a joke: "Did I break any laws, in that speech?" he asked, to applause. 

CEO Law offered words of praise for Rove and fellow Crossroads adviser Haley Barbour—"who really 

are doing this out of the goodness of their hearts—they don't get paid anything"—before turning the 

presentation over to his political experts. 

Barbour offered a brief assessment of the Republican National Convention. "While 1 would love for 

[Chris] Christie to put a hot poker to Obama's butt," said Barbour of the RNC keynote speaker, "I 

thought he did what he was supposed to do." 

Rove handled the Senate math. Republicans need four seats to gain a majority, and Rove said he's 

hopeful the party can pick up three from Nebraska, North Dakota, Wisconsin, and Virginia. Between 

New Mexico, Hawaii, and Connecticut, he added, "we've got a shot to take at least one." 

Rove listed five people interested in taking embattled Missouri Senate candidate Todd Akin's place 

should Akin leave the race: Missouri congressional candidate Ann Wagner; state auditor Thomas 

Schweich; Jo Ann Emerson, representative from Missouri's 8th district; and two candidates who 

competed with Akin in the Republican primary. Then he added a surprising sixth name. "The rumor is 

that Jack Danforth is interested, which would be astonishing," Rove said of the former Missouri senator 

who turns 76 on Sept. 5. "And interestingly enough, the reason they've gotten interested in it is 

Romney's pick of Paul Ryan. He said, 'Romney's serious about entitlement reform, and I'd like to be 

there for that battle.'" 

If Missouri doesn't work out. Rove identified Montana, where Republican Representative Denny 

Rehberg is attempting to unseat Senator Jon Tester, as "our best other shot," and Florida, where 

Representative Connie Mack is trying to push out longtime Democratic incumbent Bill Nelson, as "a 

good shot." 

As for the closely watched race in Ohio, one of the states that has generated the most political spending 

11 /I -annn 11. IA A K4 
Exclusive: How Karl Rove's Super PAC Plays the Senate - Businessweek http://www.businessweek.com/printer/articles/69562-exclusive-how-k... 

by outside groups like American Crossroads, Rove said that he'd had a call from an unnamed 

out-of-state donor who told him, "I really like Josh Mandel," referring to the Ohio treasurer attempting 

to unseat Democrat Sheirod Brown. The donor. Rove said, had asked him what his budget was in the 

state; Rove told him $6 million. "T'll give ya $3 million, matching challenge,"' Rove said the donor told 

him. "Bob Castellini, owner of the Cincinnati Reds, is helping raise the other $3 million for that one." 

An exception to Rove's Senate optimism is Maine. Retiring Republican Senator Olympia Snowe is "still 

sitting on $3 million in hard money," Rove said. "She's going to use the money, her husband told me, for 

charitable and philanthropic efforts." He looked around the room. "So if any of you gave her money, I 

would call and ask for your money back. If you do, give it to Charlie Summers, our Republican 

candidate." 

Summers, Rove continued, is a "remarkable" human being. He was elected to a traditionally Democratic 

seat in the state Senate from Portland—"Portland, Maine, is sort of like Portland, Oregon, only they're 

somewhat nicer and don't smoke as much dope"—while on active duty in Iraq in Gulf War I, and is now 

Maine's secretary of state. "This is a guy who loves to campaign," Rove said. 

"But we're gonna lose, either [Summers] or Scott Brown—we can't afford to lose both," Rove said 

ominously. "If we win both, we're in great shape. If we lose one, it starts to get a little bit edgy. If we 

lose two, we're in real difficulty." 

Barbour took the microphone to discuss the importance of voter turnout efforts. "Democrats have an 

interesting turnout program, they call it 'Knock and Drag,"' Barbour said. "You go to certain 

neighborhoods, you knock on the door, and you drag every adult there out, put 'em on a bus, and take 

'em to vote." Because of the prevalence of early voting in many states, this was easier than ever, 

Barbour said. "If this is going to be a really, really close election, we're gonna have to perform 

nationwide like we did in Wisconsin," he said, referring to the recall election for Governor Scott Walker. 

"Carl Forti is putting together a mail and phone program that really is very front-loaded in a lot of 

states," interjected Law, referring to American Crossroads's political director, "because we've got to . 

start getting messages and driving them to final decisions at a point well before Election Day, which is 

only the final day of the sale." 

The group then screened 14 television advertisements, ranging from anti-Obama ads to spots targeting 

Democratic Senate candidates in Virginia, Ohio, Montana, Florida, Massachusetts, and Nevada. Some 

were produced by American Crossroads, others by Crossroads GPS. 

The last ad was a 60-second spot that imagined the prospect of a second Obama term. Over spooky 

music a voice asks: "Obama has already signaled higher taxes for you and your family. ... What about 

threats from Russia and Iran? ... If Obama's second term simply matches his first, nearly 750,000 more 

Americans will be out of a job ... And America's debt will explode to $20 trillion—an 88 percent 

increase under Obama. ... You already know the present, this is the Obama future." 

©2012 Bloomberg L.P. All Rights Reserved. Made in NYC Ad Choices 

I op-j 
EXHIBIT E 
Crossroads GPS Recipients, 2012 1 OpenSecrets http://www.opensecrets.org/outsidespending/recips.php?cmte=C9001:.. 

\ Seaich... 

(e.g. Donors. Pollildans, Corporstlons and mere) 

OpenSecrets.org 

Center lor Rtjiptnisive Poliiif t 

Crossroads GPS Recipients, 2012 

Select cycle: 2013 

% 

Outside Spending; Independent Expenditures, Electioneering Commuriication & Communication Costs by Targeted Candidate 

as of November 11, 2012; 

Grand Total; $70,776,993 

Total For Democrats: $0 

Total Against Oemocrals: $62,672,986 

Tolal For Republicans: $7,089,910 

Total Against Republicans: $0 

Si Why.don't.tlte numbers add up? 

Candlilalii Party state onico Total For Against Ra suits Ads 

Obama, Barack 0 President $15,344,631 $0 $.15,344,531 Winner a. 

Kaine, Tim D VA Senate $10,569,258 $0 $10,559,258 Winner CJ 

Romney, Mitt R President $6,801,816 $6,801,616 $0 Lost 

Berkley. Shelley D NV Senate $6,653,555 $0 $6,653,555 Lost Lii 

Brown, Sherrod D OH Senate $6,363,714 SO $6,363,714 Winner fii 

Baldwin, Tanrimy D Wl Senate $4,717,106 $0 $4,717,106 Winner 

Donnelly, Joe D IN Senate $3,327,339 SO $3,327,339 Winner 

Tester, Jon D MT Senate $3,261,728 $0 $3,261,726 Winner C! 

Heitkamp, Heidi • ND Senate $1,546,244 $0 $1,546,244 Winner 

Horslord, Steven D NV House $1,487,310 $0 $1,487,310 VVinner 

Bustos, Cherl D IL House $1,37lp94 $0 $1,373,094 Winner 

Slaughter, Louise M D NY House $1,227,058 SO $1,227,058 Winner 

Boswell, Leonard L 0 (A House $1,079,312 $0 $1,079,312 Lost 

King, Angus 1 ME Senate $1,014,095 $0 $1,014,095 Winner 

Bishop, Timothy H D NY House $858,066 $0 $858,066 Winner 

Warren, Elizabeth D MA Senate $637,049 SO $637,049 •Winner 

Helnrich, Martin D NM Senate 5623,167 $0 $623,167 Winner 

Hernandez, John D CA House $592,027 so $592,027 Lost 

Enyart, William D IL House $586,103 so. $566,103 Winner 

Mullen, Brendan 0 IN House $564,168 $0 $564,168 Lost 

McDowell, Gary J D Ml House $496,198 $0 $498,198 Lost 

Schrelbman, Julian D D NY House $436,680 so $438,880 Lost 

Vilsack, Chn'sUe D lA House $358,689 so $356,669 Lost 

Ruiz, Raul D CA House $312,338 so $312,338 too close to call 

Berg, Rick Ft ND Senate $280,267 $280,267 SO Lost 

Maloney, Sean Patrick 0 NY House $264,054 SO $264,054 Winner 

Wilson, Heather A R NM Senate $7,627 $7,627 $0 Lost 

Independent Expenditures Made within the Last 2 Weeks; 

rvf 1 11 riinrt to i i. i v A «a 
EXHIBIT F 
American Crossroads Recipients, 20121 OpenSecrets http://www.opensecrets.org/outsidespending/recips.php?cmte=C0048..i 

•I Ssareh... 

(0.0. Donors, Politicians. Corporations and moro) 

OpenSecrets.org 

Cc-»lor lui PoliUct 

0 

American Crossroads Recipients, 2012 

Select cycle: 2012 

Outside Spending: Independent Expenditures, Electioneering Cominunication & Communication Costs by Tarigeted Candidate 

as of November 11, 2012; 

Grand Total: $104,744,444 

Total For Democrats: S33.084 

Total AgainstOemocrats: S82.310.871 

Total For Republicans: SB,33.1.822 

Total Against Republicans: S375.216 

Why dpn'l the numbers, add up? 

Candidate Party SUtO Oflica Total For Against Results 

Obama, Barack D President $84,633,502 $0 $84,633,502 Winner 

Romney. Mill R President $6,515,940 $6,515,940 $0 Lost 

Nelson. Bill D FL Senate $4,022,607 $0 $4,022,607 Winner 

Tester. Jon D MT Senate $1,784,923 $0 $1,764,923 Winner 

Donnelly, Joe D IN Senate $1,386,787 SO $1,366,787 Winner 

Baldwin. Tammy D Wl Senate $1,345,315 $0 $1,345,315 Winner 

Thompson. Tommy G R Wl Senate $1,345,194 $1,345,194 $0 Lost 

Kerrey. Bob D NE Senate $992,170 $0 $992,170 Lost 

Kaine, Tim D VA Senate $728,650 SO $726,650 Winner 

Wilson, Heather A R NM Senate $.427,9'39 $427,939 $0 Lost 

Davis. Jack R NY House $375,216 $0 $375,216 

Berkley. Shelley D NV Senate $346,581 $0 $346,581 Lost 

Hochul, Kathleen D NY House $313,449 $0 $313,449 Lost 

Marshall. Kale D NV House $174,839 $Q $174,839 

Barber. Ron D AZ House $132,336 $33,064 $99,252 too close 

Amodei, Mark- R NV House $87,031 $67,031 $0 Winner 

Kelly. Jesse R AZ House $66,168 $66,166 $0 

McCasklll. Claire D MO Senate $64,097 $0 $64,097 Winner 

Corwin, Jane R NY House $1,700 $1,700 $0 

Ads 

Independent Expenditures Made within the Last 2 Weeks; 

Candidate Race Total Payee Supported? Opposed? Date Note 

Romney. Mill (R) Prgsidgnjial $600 MCCARTHY HENNINGS MEDIA INC Supported 11/03/12 TV/MEDIA PRODUCTION 

Obama, Barack (D) Presidential $5,357 UPGRADE FILMS Opposed 11/03/12 TV/MEDIA PRODUCTION 

Romney.. Mill (R) Presidenlial $224,001 CROSSROADS MEDIA LLC Supported 11/03/12 TV/MEDIA PLACEMENT 

$376,424 CROSSROADS MEDIA LLC Opposed 11/03/12 TV / MEDIA PLACEMENT 

Obama. Barack (0) Presidential $2,100,000 CROSSROADS MEDIA LLC Opposed 11/03/12 TV/MEDIA PLACEMENT 

Obama. Barack (0) Presidenlial $2,400,250 CROSSROADS MEDIA LLC Opposed 11/03/12 TV/MEDIA PLACEMENT 

I of3 11 /nnnn 11- n Aii/i 
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EXHIBIT G 
<arl Rove-Backed Groups Are Largest Single Outside Force In 2012 ... http://www.hufllngtonposl.eom/20l2/l l/04/karl-rove-crossroads-20]2... 

I 

November 13, eoie 

I.S POLITICS 

Karl Rove-Backed Groups Are Largest Single Outside Force In 

2012 Election 

Posted: 1l/as«2012 2:59 pm EST Upoaled 1t/0e/2OI2 11:50 pm EST 

WASHINGTON - The independent group American Crossroads, a super PAG, and Crossroads GPS. a social welfare non-proTit, set a 

goal to raise and spend S300 million on the 2012 election. When all Is said and done on Nov. 6, they will, In all likelihood, have reached 

or come Incredibly close to that once unbelievable goal. 

The two groups, founded by Republican political operative Karl Rove and others in 2010, have already spent $271 million, according to 

reports filed with the Federal Election Commission and press releases. 

Crossroads spokesman Jonathan Collegia told The Hufflngton Post that the groups will succeed In their $300 million effort. 

'The Crossroads groups will meet their goal of raising $300m for the 2011-12 cycle because there Is a great desire to change the 

direction of the country and donors see Crossroads as an effective and efficient platform for effecting change." he wrote In an email. 

The organizations have emerged from the 2010 Citizens United Supreme Court decision to become the best-financed Independent 

political groups in modern political history. They will surpass the combined spending of all independent groups In the 2010 election and 

have already put nearly $100 million more Into the election than the liberal groups Americans Coining Together and Lhe..Media.Fund did 

in 2004. 

This political muscle Is mostly deployed through multi-million dollar advertising buys targeting candidates on both television and the 

Internet. The groups have spent $260 million on these advertising campaigns, according to FEC reports and press releases. The 

majority of that ~ $171.5 million - has gone to ads Intended to help defeat President Barack Obama. Another $66.3 million has been 

put toward Senate races and $11.6 million toward House races. 

Focus-groups held by the two organizations found that persuadable voters tended to be disillusioned former Obama supporters. 

"The people we've got to win in this election, by and large, voted for Barack Obama," Rove said during a fundraisinn luncheon attended 

by a BusinessWeek reporter in August, on the last morning of the Republican National Convention. According to Business'Week. 'The 

proper strategy. Rove declared, was criticizing Obama without really criticizing him—by reminding voters of what the president said that 

he was going to do and comparing it to what he's actually done." 

During the late spring and summer. Crossroads GPS tiuinoed S50 million into a television and online advertising campaign with 

laroeled ine-ssaolno at disillusioned Obama supporters in swing states. The spending helped to fill the gap for Republican candidate 

Mitt Romney at a time when his campaign spent little on advertising and focused on raising money for the general election. 

That spending has shifted in the last days of the campaign toward a strategy of "stretching the battlefield" to "make the Republican 

presidential candidate competitive in normally Democratic states—Pennsylvania, Michigan and Wisconsin," as a Republican consultant 

explained In a Wall Street Journal article late last year. American Crossroads and Crossroads GPS have recently placed advertising in 

the previously uncontested states of Pennsylvania and Michigan as well as In Minnesota. The groups also made a national adveitlsino 

buy that will put their ads on the air across the country. 

Colleglo explained In an email how the Crossroads groups were able to help Romney in the television advertising race. "Amazingly. 

Barack Obama's campaign spent a billion dollars and outspent Romney on TV ads by more than $150m, yet he never achieved more 

than 48% support of the Americans he leads. Crossroads relentlessly kept America's attention focused on Obama's failed economic 

policies and his recovery - the worst recovery In modern history." 

The groups have taken the lead In the first full-fledged attempt by the Republican Party's elite to merge the independent political 

activities of conservatives into one coordinated effort. This has been accomplished through regular meetings of the Weaver Terrace 

QfPUB. 3 collection of independent conservative groups that includes those run by the billionaire Koch brothers, the U.S. Chamber of 

Commerce and others, in order to set strategy around advertising and get out the vote efforts. 

"As many of you know, one of the most Important things about Crossroads is: We don't try and do this alone. We have partners ... The 

Kochs—you name It," Rove noted to fundraiser attendees in August, according lo BusinessWeek. 

The groups have also provided what It calls "venture capital" to other groups engaged in like-minded political efforts. In 2010, 

Crossroads GPS gave $3.7 million to the National Federation of Independent Business, S4 million to Americans for Tax Reform and 

$1.5 million to the Republican State Leadership Committee, according to lax lorms filed bv Crossroads GPS. Contributions like these 

made In 2012 will not become public until Crossroads GPS files its tax form in 2013. 

A mall and phone operation to get more voters out to the polls on and before election day has also been planned. At the fundraising 

meeting during the RNC, Crossroads president Steven Law said that Carl Forti, the groups' political director, had "front-loaded [the 

phone and mall) In a lot of states ... because we've got to start getting messages and driving them to final decisions at a point well 

before Election Day, which is only the final day of the sale," according lo BusinessWeek. 

I of7. ll/1T/7ni7 1 I IA AM 
larl Rove-Backed Groups Are Largest Single Outside Force In 2012 ... http://www.huff1ngtonpost.coiTi/2012/l l/04/ka.rl-rove-crossroads-2012.;. 

This massive effort has provided Rove with a second political life at the head of a shadow Republican Party and, at the same time, 

fuiniled the dreams of a virulently anti-union corporate class that has, since the mid-1930s, sought to organize the political power of the 

rich to counter the political force of organized labor. 

Dreams of a political organization for the eNte extend back to the anti-New Deal efforts of the du Porit family, which organized the 

American Liberty League as a political force for, as they said, "propertyholders." Those efforts were funded by the wealthiest Americans 

at the time, just as the-Crossroads organizations are funded almost entirely by today's super rich. 

More than 90 percent of the contributions to American Crossroads, the super PAG, have come in the form of donations of $100,000 or 

more. Crossroads GPS. the so-called "dark moiiev" non-profit, revealed that more than 95 percent of ils 2011 haul came frorn 

$100,000-plus contributions. No information has been released so far on 2012 contributions to the non-profit arm. 

These large donations were made possible by the 2010 Citizens United ruling, which allows corporations and unions to spend unlimited 

amounts of money oh independent political activity. American Crossroads was launched soon after a decision based on Citizens 

United, allowing individuals to give unlimited donations to Independent political groups, which ultimately came to be called super PACs. 

Sensing a market for donors who did not want their names revealed to the public, Crossroads then launched ils non-profit arm to collect 

undisclosed contributions. 

The Citizens United decision opened the door for non-profits to spend unlimited sums of money as long as Ihey played by tax laws that 

required the groups to spend more than 50 percent of their resources on rion-electoral endeavors. To get around this requirement, 

groups like Crossroads GPS have run so-called "issue advertisements" that mention candidates, but do not call for their election or 

defeat. 

This practice led campaign finance watchdogs to file complaints with the Internal Revenue Service to investigate groups like 

Crossroads for violallno their lax-exemol status by spending too much money on political activities. 

"These political groups are anything but 'social welfare' organizations and their donors are not 'secret.Santas,'" Democracy 21 president 

Fred Wertheimer said in lale 2011. referring to social welfare groups, including Crossroads GPS. "They are 'secret influence-seekers' 

whose hidden COntribuiionsThreaten to corrupt gdvemment decisions and undermine the integrity of our elections." 

Crossroads GPS, which does not have to disclose Its donors, accounts for $160 million out of the $271 million spent by the two 

organizations. American Crossroads, which must disclose Its donors, has spent the remaining $111 million. 

The IRS has not shown any sign that It will change Its enforcement of practices by groups like Crossroads- GPS. ' 

! 

This posi has been updated with comments from Crossroads spolresman Jonathan Collegio. 

of 9. II/n/9ni9. 1116 AM 
! 

EXHIBIT H 
Crossroads GPS Launches $4.2 Million Issue Advocacy Push in Four... http://www.crossroadsgps.org/20l2/08/crossroads-gps-Iaunches-4-2-mi... 

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Crossroads GPS Launches $4.2 Million Issue 

Advocacy Push in Four States 

August 23. 2012 BY Crossroads GPS 

Buys made in Florida, Montana, New Mexico, and Ohio; ads continue .to promote New Majority Agenda 

WASHINGTON -Crossroads Grassroots Policy Strategies (GPS) today announced four new TV issue 

ads in Florida, Montana, New Mexico, and Ohio backed by a $4.2 million total buy. The spots are part 

of the group's ongoing effort to encourage support of the New Majority Agenda. 

The new ads start today on broadcast and cable networks in the four states. They can be viewed using 

the links below: 

• The Florida ad, titled "Suffered, " can be viewed- here. 

• The Montana ad, titled "Get Up," can be viewed here. 

• The New Mexico ad, titled "More Martin Spending," can be viewed here. 

• The Ohio ad, titled "Channel," can be viewed here. 

"Crossroads is keeping the pressure on Washington to quit the massive spending and stop the 

government's disastrous health care takeover," said Nate Hodson, Crossroads GPS Director of State 

and Regional Media Relations. "These spots encourage citizens push for the practical solutions 

found in the New Majority Agenda." 

I of2 11/nn.nn I i-n ANx | 
Crossroads GPS Launches $4.2 Million Issue Advocacy Push in Four... hnp://www.crossroadsgps.org/20l2/08/crossroads-gps-launches-4-2-mi.. 

The ads encourage viewers to support the "New Majority Agenda," which includes planks on reducing 

the national debt and health care. For more information about the six major policy initiatives detailed in 

the plan, visit www.newmaioritvauenda.org. 

Like 0 0 IVveet 0 

Filed Under: News 

Share on Facebook Share on Twitter 

Latest Video 

Paid for by Crossroads GPS. www.crossroadsgps.org 

© 2012 Copyright Crossroads GPS | Contact Us | Privacy Policy 

ii/nnnn ii.n A>.i 
3 

8 

B 

EXHIBIT I 
Image# 11330010453 

RQ-4 

FEDERAL ELECTION COMMISSION 

WASHINGTON, D.C. 20463 

June 14, 2011 

CROSSROADS GRASSROOTS POLICY 

STRATEGIES 

1401 NEW YORK AVENUE. NW, SUITE 1200 

WASHINGTON, DC 20005 „ r. . Response Due Date 

IDENTIFICATION NUMBER: G900I17I9 07/19/2011 

REFERENCE: OCTOBER QUARTERLY REPORT (7/1/10 - 9/30/10) 

Dear Filer: 

This letter is prompted by the Commission's preliminary review of the Report of 

Independent Expenditures Made and Contributions Received (PEC Form 5) referenced 

above. This notice requests information essential to full public disclosure of your 

federal election campaign finances. An adequate response must be received at the 

Commission by the response date noted above. Additional information is needed for 

the following 1 item(s): 

- Line 7 of your FEC Form 5 filing discloses disbursements made for an 

independent expenditure. However, you do not itemize any contributions that 

were used to fund the independent expenditure. Commission regulations 

require that you disclose identification information for each individual who 

made a donation used to fund the independent expenditure. Please amend your 

report to provide the missing information. (11 CFR §§ 109.10(e)(l)(vi) and 

114.10(f)) 

Please note, you will not receive an additional notice from the Commission on this 

matter. Requests for extensions of time in which to respond will not be 

considered. Failure to comply with the provisions of the Act may result in an 

enforcement action against the committee. Any response submitted by your committee 

will be placed on the public record and will be considered by the Commission prior to 

taking enforcement action. 

If you should have any questions regarding this matter or wish to verify the adequacy 

of your response, please contact me on our toll-free number (800) 424-9530 (at the 

prompt press 1, then press 2 to reach the Reports Analysis Division) or my local 

number (202) 694-1161. 
Image# 11330010454 

CROSSROADS GRASSROOTS POLICY STRATEGIES 

Page 2 of2 

Sincerely, 

480 

Christopher Whyrick 

Senior Campaign Finance Analyst 

Reports Analysis Division 
Image# 11330010455 

RQ-4 

June 14,2011 

Response Due Date 

07/19/2011 

• FEDERAL ELECTION COMMISSION 

/ WASHINGTON. D.C. 20463 

CROSSROADS GRASSROOTS POLICY 

STRATEGIES 

1401 NEW YORK AVENUE, NW, SUITE 1200 

WASHINGTON, DC 20005 

IDENTIFICATION NUMBER: C900.11719 

REFERENCE: YEAR END REPORT (10/1/10 - 12/31/10) 

Dear Filer: 

This letter is prompted by the Commission's preliminary review of the Report of 

Independent Expenditures Made and Contributions Received (EEC Form 5) referenced 

above, This notice requests information essential to full public disclosure of your 

federal election campaign finances. An adequate response must be received at the 

Commission by the response date noted above. Additional information is needed for 

the following 1. item(s): 

- Line 7 of your FEC Form 5 filing discloses disbursements made for an 

independent expenditure. However, you do not itemize any contributions that 

were used to fund the independent expenditure. Commission regulations 

require that you disclose identification information for each individual who 

made a donation used to fund the independent expenditure. Please amend your 

report to provide the missing information. (11 CFR §§ 109.10(e)(l)(vi) and 

114.10(0) 

Please note, you will not receive an additional notice from the Commission on this 

matter. Requests for extensions of time in which to respond will not be 

considered. Failure to comply with the provisions of the Act may result in an 

enforcement action against the committee. Any response submitted by your committee 

will be placed on the public record and will be considered by the Commission prior to 

taking enforcement action. 

If you should have any questions regarding this matter or wish to verify the adequacy 

of your response, please contact .me on our toll-free number (800) 424-9530 (at the 

prompt press 1, then press 2 to reach the Reports Analysis Division) or my local 

number (202) 694-1161. 
Image# 11330010456 

CROSSROADS GRASSROOTS POLICY STRATEGIES 

Page 2 of2 

Sincerely, 

480 

Christopher Whyrick 

Senior Carripaigh Finance Analyst 

Reports Analysis Division 

4 
i 

f 

EXHIBIT J 
HOLTZMANVOGEL PLLC 

Attonten at 

i-.MiL Ccviicr. 

JillJiiL20 PMI2--I9 

July 19,2011 

<^5 Noith Hill Olive 

Suite LOO 

Wacremon.VA 20186 

P/340041-S808 

£('540.341-8809 

55 

m 

Ml 

ML 

01 

q 

MLq 

ipit 

Christopher Whyrick 

Senior Campaign Finance Analyst 

Reports Analysis Division 

Federal Election Commission 

999 E Street, NW 

Washington, DC 20463 

Re: Crossroads Grassroots Policy Strategies; 2010 October Quarterly Report and 

2010 Year End Report 

Dear Mr. Whyrick, 

This letter is submitted by the undersigned counsel on behalf of Crossroads Grassroots 

Policy Strategies (C90011719) in response to two Requests For Additional Information dated 

June 14,2011, regarding the organization's 2010 October Quarterly and Year End Reports. 

Each letter states "you do not itemize any contributions that were used to tLind tire 

independent expenditures" disclesed on Line 7 of FEC Form 5. You assert that "Commission 

regulations require that you disclose identification information for each individual who niade a 

donation used to fund the independent expenditure." 

With all due respect, this is a misstatement of the applicable requirement. The regulation 

cited requires the reporting of "[t]he identification of each person who made a contribution in 

excess of $200 to the person filing such report, which contribution was made for the purpose of 

furthering the reported independent expenditure." 11 C.F.R. § 109.10(e)(l)(vi). The question is 

not how an organization subsequently chooses to use a contribution, but whether the donor's 

contribution was given "for the purpose of furthering the reported independent expenditure."' 

No contributions accepted by Crossroads Grassroots Policy Strategies were solicited or received 

"for the purpose of furthering the reported independent expenditure." Accordingly, no 

' See also Statement of Reasons of Chairman Manhew S. Petersen and Commissioners Caroline C. Hunter and 

Donald F. McGahn in MUR 6002 (Freedom's Watch, Inc.) at S ("Ih other words, a donation must be itemized on a 

non-political committee's independent expenditure report only if such donation is made for the purpose of paying 

for the communication that is the subject of the report" (emphasis in original):). 

I 

I • 
contributions were required to be repprted under the regulations cited in your Requests For 

Additional Information. 

You also cite 11 C.F.R. § 114,10.(f), which applies to "qualified nonprofit corporations." 

Crossroads Grassroots Policy Strategies is not, and has never claimed to be, a "qualifiednoiqprofrt corporation." If the cited provision has any televance whatsoever to the reporting nf 

contributions in cormection with independent expenditures, it is, by its own terms, inapplicable to 

Crossroads Grassroots Policy Strategies. 

Crossroads Grassroots Policy Strategies understands the applicable reporting regulations. 

If it receives any contributions that are required to be reported pursuant to 11 C.F.R. 

§ 109.10(e)(l)(vi), those contributions will be reported as required. The omission of contributor 

information on future reports should not be assumed to be an oversight; 

K <3 Sincerely, 

Thomas J; Josefiak 

Michael Bayes 

Counsel to Crossroads Grassroots Policy 

I Strategies 
i 

EXHIBIT K 
Image# 12330014945 

RQ-2 

FEDERAL ELECTION COMMISSION 

WASHINGTON, D.C. 20463 

October 25,2012 

CROSSROADS GRASSROOTS POLICY 

STRATEGIES 

1401 NEW YORK AVENUE, NW, SUITE 1200 

WASHINGTON, DC 20005 „ . Response Due Date 

IDENTIFICATION NUMBER: C90011719 11/29/2012 

REFERENCE; OCTOBER QUARTERLY REPORT (07/01/2012 - 09/30/2012) 

Dear Filer: 

This letter is prompted by the Commission's preliminary review of the Report of 

Independent Expenditures Made and Contributions Received (PEC Form 5) referenced 

above. This notice requests information essential to full public disclosure of your 

federal election campaign finances. An adequate response must be received at the 

Commission by the response date noted above. Additional information is needed for 

the following 2 item(s): 

1. It appears that 48-hour notices for the attached independent expenditures 

were filed late. Please be advised that you are required to file 48-hour reports 

once you make independent expenditures aggregating $10,000 or more with 

respect to a given election any time during the calendar year up to and 

including the 20th day before the election. The report must be received at the 

Commission II :59 p.m. Eastern Standard/Daylight Time by the second day 

after the communication was publicly distributed or otherwise disseminated. In 

the report, you must include information for all independent expenditures that 

have not been previously reported. Each time you make subsequent 

independent expenditures relating to the same election that aggregate $10,000 

or more, you must file another 48-hour report disclosing these independent 

expenditures. (11 CFR § 109.10(c) and (e)) Please provide clarification 

regarding the timeliness of your 48-hour reporting for the independent 

expenditures in question. Further, if the date disclosed on your Form 5 was the 

date of payment, rather than the date of public dissemination or distribution, 

please provide the date of dissemination or distribution. 

In addition, please be advised that you are required to disclose these 

independent expenditures, along with contribution and disbursement 

information, on Form 5 as a regularly scheduled quarterly report. (11 CFR § 

109.10(b) and (e)) 
Image# 12330014946 

CROSSROADS GRASSROOTS POLICY STRATEGIES 

Page 2 of 2 

2. Line 7 of your FEC Form 5 filing discloses disbursements made for 

independent expenditure(s). However, no contributions are disclosed on Line. 

6, "Total Contributions." Each contributor who made a donation in excess of 

$200 used to fund the independent expenditure(s) must be itemized on 

Schedule 5-A, including their identification information. Please amend your 

report to provide the missing information. (11 CFR §§ I09.10(e)(l)(vi) and 

114.10(f)) 

Please note, you will not receive an additional notice from the Commission on this, 

matter. Requests for extensions of time in which to respond will not be 

considered. Failure to comply with the provisions of the Act may result in an 

enforcement action against the committee. Any response submitted by your committee 

will be placed on the public record and will be considered by the Commission prior to 

taking enforcement action. 

If you should have any questions regarding this matter or Wish to verify the adequacy 

of your response, please contact me on our toll-free number (800) 424-9530 (at the 

prompt press 5 to reach the Reports Analysis Division) or my local number (202) 

694-1161. 

Sincerely, 

480 

Christopher Whyrick 

Senior Campaign Finance Analyst 

Reports Analysis Division 
lmage#Altigaflfii^Page 1 of 1 

Late Filed 48-Hour Notices 

Crossroads Grassroots Poljcy Strategies (C90011719) 

i 

Name Date Amount Purpose Candidate 

Crossroads Media 7/27/2012 $8,444.80 TV/Media Placement Shelley Berkley 

Crossroads Media 7/27/2012 $451,181.39 TV/Media Placement Shelley .Berkley 

Upgrade Films 7/27/2012 $12,869.50 TV/Media Production Shelley Berkley 

Crossroads Media 9/12/2012 $923,130.70 TV/Media Placement Barack Obama 

McCarthy Hennings Media, Inc. 9/12/2012 $34,331.00. TV/Media Placement Barack Obama 
2 

EXHIBIT L 
Image# 12940771571 11/29/2012 17 : 52 

MISCELLANEOUS TEXT (FEC Form 99) PAGE i /2 

November 29, 2012 

Christopher Whyrick 

Senior Campaign Finance Analyst 

Reports Analysis Division 

Federal Election Commission 

999 E Street. NW 

Washington, DC 20463 

Response to Request For Additional Information Dated October 25, 2012 Regarding October Quarterly Report of Crossroads 

Grassroots Policy Strategies 

Regarding Item #1 

The RFAI. highlights five expenditures that were allegedly "filed late." 

The first three expenditures listed, all dated July 27, 2012, were reported via 48-hour notice on the day the associated 

advertisements were first disseminated, see.below, and then again on the October 15 quarterly filing. The basis for the 

RFAI is unclear, unless it is simply an error. 

CROSSROADS GRASSROOTS POLICY STRATEGIES - C90011719 

View Download FEC-801741 Form F5N - filed 07/27/2012 - 48 HOUR NOTICE 

1. Opposes Candidate: SHELLEY BERKLEY (S2NV00209) 

Office Sought; Senate, Nevada District 

Payee; CROSSROADS MEDIA 

Date Expended = 07/27/2012 Amount Expended = $8444.80 

Purpose; TV / MEDIA PLACEMENT 

2. Opposes Candidate; SHELLEY BERKLEY (S2NV00209) 

Office Sought; Senate, Nevada District 

Payee; CROSSROADS MEDIA 

Date Expended = 07/27/2012 Amount Expended = $451181.39 

Purpose; TV / MEDIA PLACEMENT 

3. Opposes Candidate; SHELLEY BERKLEY (S2NV00209) 

Office Sought; Senate, Nevada District 

Payee; UPGRADE FILMS 

Date Expended = 07/27/2012 Amount Expended = $12869.50 

Purpose; TV / MEDIA PRODUCTION 

The last two expenditures listed, dated September 12,2012, represent additional invoices received in connection with 

advertising Initially reported on September 14. On September 14, Crossroads GPS filed 48-hour notices for expenditures 

totaling $5,344,223.68 for advertising that was first disseminated on September 12. Crossroads GPS received additional 

invoices after this 48-hour notice was filed, and these additional invoices were reported on an amending 48-hour filing 

submitted on September 18. All of these expenditures were then re-reported on the October quarterly filing. 
Image# 12940771572 11/29/201217:52 

MISCELLANEOUS TEXT (PEG Form 99) PAGE 2/2 

Regarding Item #2: 

Crossroads GPS has previously responded to RAD regarding this same misstatement of law. We refer you to our letter of 

July 19, 2011. We recognize that analysts are required to use approved, template language. However, as we noted 

previously, the language currently in use regarding the requirements of 11 CFR ? 109.10(e)(1)(vi) misstates that 

regulatiori. Language used in RFAIs asserts that itemization is required for "each contributor who made a donation in 

excess of $200 used to fund the independent expehditure(s)," The cited regulation, however, requires the reporting of 

"[tjhe identification of each person who made a contribution in excess of $200 to the person filing, such report, which 

contribution was made for the purpose of furthering the reported independent expenditure." 11 C.F.R. ? 

109.10(e)(1)(vi). The emphasis is not on how an organization subsequently chooses to use a contribution, but whether 

the donor made the contribution "for the purpose of furthering the reported independent expenditure." 

No coritributions accepted by Crossroads Grassroots Policy Strategies were solicited or received "for the purpose of 

furthering the reported independent expenditure." Accordingly, no contributions were required to be reported under the 

regulations cited in the RFAI. 

The RFAI also cites 11 C-F R- ? 114.10(f), which applies to "qualified nonprofit corporations." Crossroads Grassroots 

Policy Strategies Is not, and has never claimed to be, a "qualified nonprofit corporation." If the cited provision has 

any relevance whatsoever to the reporting of contributions in connection with independent expenditures, it is, by its 

own terms, inapplicable to Crossroads Grassroots Policy Strategies. 

Sincerely, 

Caleb Crosby 

Treasurer 
EXHIBIT M 
Image# 13330028481 

RQ-2 

April 9,2013 

Response Due Date 

05/14/2013 

FEDERAL. ELECTION COMMISSION 

WASHINGTON, D.C. 20463 

CROSSROADS GRASSROOTS POLICY 

STRATEGIES 

I40I NEW YORK AVENUE, NW, SUITE 1200 

WASHINGTON, DC 20005 

IDENTIFICATION NUMBER: C90011719 

REFERENCE: YEAR-END REPORT (10/01/2012 - 12/31/2012) 

Dear Filer: 

This letter is prompted by the Commission's preliminary review of the Report of 

Independent Expenditures Made and Contributions Received (PEC Form 5) referenced 

above. This notice requests information essential to full public disclosure of your 

federal election campaign finances. An adequate response must be received at the 

Commission by the response date noted above. Additional information is needed for 

the following 1 item(s): 

- Line 7 of your FEC Form 5 filing discloses disbursements made for 

independent expenditures. However, no contributions are disclosed on Line 6, 

"Total Contributions." Each contributor who made a donation in excess of $200 

to further the independent expenditures must be itemized on Schedule 5-A, 

including their identification information. Please amend your report to provide 

the missing information. (11 CFR §§ 109.10(e)(l)(vi) and 114.10(f)) 

Please note, you will not receive an additional notice from the Commission oh this 

matter. Requests for extensions of time in which to respond will not be considered. 

Failure to comply with the provisions of the Act may result in an enforcement action, 

against the committee. Any response submitted by your committee will be placed on 

the public record and will be considered by the Commission prior to taking 

enforcement action. 

If you should have any questions regarding this matter or wish to verify the adequacy of 

your response, please contact me on our toll-free number (800) 424-9530 (at the prompt 

press 5 to reach the Reports Analysis Division) or my local number (202) 694-1161. 
Image# 13330028482 

CROSSROADS GRASSROOTS POLICY STRATEGIES 

Page 2 of.2 

Sincerely, 

Christopher Whyrick 

Senior Campaign Finance Analyst 

% Reports Analysis Division 
I 

I 

8 

EXHIBIT N 
Imagetf 13940515987 04/10/201314:12 

MISCELLANEOUS TEXT (PEG Form 99) PAGE i /1 

April 10,2013 

Christopher Whyrick 

Senior Campaign Finance Analyst 

Reports Analysis Division 

Federal Election Commission 

999 E Street. NW 

Washington, DC 20463 

Dear Mr. Whyrick, 

We are in receipt of your Request For Additional information (RFAi), dated April 9, 2013, regarding the 2012 Year End 

Report of Crossroads Grassroots Policy Strategies (Crossroads GPS). This Request is. the fourth such RFAi we have 

received on this exact same subject, and we refer you generally to our previous responses of July 19, 2011, and November 

•29. 2012. 

We are quite pleased to see in your most recent RFAI that the disclosure requirement set forth at 11 C.F.R. ? 

10.9.10(e)(1 )(vi) is now more accurately paraphrased. You now indicate that "Each contributor w/ho made a donation in 

excess of $200 to further the independent expenditures must be itemized on Schedule 5-A, including their identification 

information." Just as we noted in our previous responses, though, no contributions or donations accepted by Crossroads 

Grassroots Policy Strategies were solicited or received for the purpose of furthering the reported independent 

expenditures. Accordingly, no contributions or donations were required to be reported under the regulations cited in 

the RFAi. 

With respect to 11 C.F.R. ? 114.10(f), we refer you to our previous responses: 11 C.F.R. ? 114.10(f) applies to 

"qualified nonprofit corporations." Crossroads GPS is not, and has never claimed to be, a "qualified nonprofit 

corporation." if the cited provision has any relevance whatsoever to the reporting of contributions in connection with 

independent expenditures, it is, by its. own terms, inapplicable to Crossroads GPS. 

As we have noted before in response to your RFAis, Crossroads GPS is familiar with and understands the applicable 

reporting regulations. If the organization receives any contributions that are required to be reported pursuant to 11 

C.F.R. ? 109.10(e)(1)(vi), those contributions will be reported as required. Your continued RFAis on this subject are 

unnecessary. However, if you are required by Commission guidelines or procedures to continue to send them, we will 

continue to respond with the exact same explanation. 

sincerely, 

Caleb Crosby 

Treasurer