Determination 200549010: Debt management company denied charitable tax exemption

Plain-English summary

An organization offering debt management plans applied for exemption under section 501(c)(3). The IRS found that its proposed activities centered on selling those plans and promoting financial service companies, while it had not shown a structured education or counseling program. The IRS also raised concerns about private benefit and potential income going to insiders. It proposed denying exemption, and the organization did not protest within 30 days. The denial became final; contributions to the organization are not deductible under section 170.

Ruling snapshot

• Question: Did the debt management organization qualify for charitable or educational tax exemption?
• Outcome: Denied; the proposed adverse determination became final without a protest.
• Key authorities: IRC §§ 501(c)(3) and 170; Treas. Reg. § 1.501(c)(3)-1.

Full text (IRS public release)

DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
WASHINGTON, D.C. 20224

TAX EXEMPT AND
GOVERNMENT ENTITIES
DIVISION

Number: 200549010
Release Date: 12/09/2005
SE:T:EO:RA:T:1

UIL: 501.00-00

Date: 10/28/05
Contact Person:
-----------------
Identification Number:
-------------
Contact Number:
--------------------
Employer Identification Number:

Form Required To Be Filed:
1120
Tax Years:
---

Dear ------------:

This is our final determination that you do not qualify for exemption from Federal income tax as an organization described in Internal Revenue Code section 501(c)(3). Recently, we sent you a letter in response to your application that proposed an adverse determination. The letter explained the facts, law and rationale, and gave you 30 days to file a protest. Since we did not receive a protest within the requisite 30 days, the proposed adverse determination is now final.

Because you do not qualify for exemption as an organization described in Code section 501(c)(3), donors may not deduct contributions to you under Code section 170. You must file Federal income tax returns on the form and for the years listed above within 30 days of this letter, unless you request an extension of time to file. File the returns in accordance with their instructions, and do not send them to this office. Failure to file the returns timely may result in a penalty.

We will make this letter and our proposed adverse determination letter available for public inspection under Code section 6110, after deleting certain identifying information. Please read the enclosed Notice 437, Notice of Intention to Disclose, and review the two attached letters that show our proposed deletions. If you disagree with our proposed deletions, follow the instructions in Notice 437. If you agree with our deletions, you do not need to take any further action.

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In accordance with Code section 6104(c), we will notify the appropriate State officials of our determination by sending them a copy of this final letter and the proposed adverse letter. You should contact your State officials if you have any questions about how this determination may affect your State responsibilities and requirements.

If you have any questions about this letter, please contact the person whose name and telephone number are shown in the heading of this letter. If you have any questions about your Federal income tax status and responsibilities, please contact IRS Customer Service at 1-800-829-1040 or the IRS Customer Service number for businesses, 1-800-829-4933. The IRS Customer Service number for people with hearing impairments is 1-800-829-4059.

Sincerely,

Lois G. Lerner
Director, Exempt Organizations
Rulings & Agreements

Enclosure
Notice 437
Redacted Proposed Adverse Determination Letter
Redacted Final Adverse Determination Letter

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DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
WASHINGTON, D.C. 20224

TAX EXEMPT AND
GOVERNMENT ENTITIES
DIVISION

Date: September 14, 2005
Contact Person:
-----------------
SIN: 501.00-00
Identification Number:
-------------
Telephone Number:
--------------------

Employer Identification Number:

Legend:
B=
C=
D=
E=
F=

Dear ------------:

We have considered your application for recognition of exemption from federal income tax under section 501(c)(3) of the Internal Revenue Code as an organization described in section 501(c)(3). Based on the information submitted, we conclude that you do not qualify for exemption under that section. The basis for our conclusion is set forth below.

You were incorporated in the state of Florida on June 12, ------ Your purposes, as represented in your Articles of Incorporation, are as follows: “---------er consumer credit card interest (and all unsecured debts), which will lower monthly payments. Also providing seminars to educate consumers on the perils of too much debt and measures they can take to avoid it. To train people how to budget and take control of their financial future. To assist consumers in improving their credit and help them avoid bankruptcy.” Our search of the Florida Corporation
------mited Partnership Records revealed that your corporate status is inactive as of August 17,

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Based on your application, however, you appear to be actively conducting your business. Information you provided indicates that your primary activity in furtherance of your purposes will be the sale of debt management plans (DMPs) to the general public. The information also reveals that you will seek to sell sponsorships and advertising to a number of other for-profit financial services companies that want to participate in your workshops and seminars. These companies will also purchase advertising on your website.

Your Board of Directors is comprised of B, C and D. B and C are ---------------------- B will also be employed as a “counselor.” Your propos budgets indicate t----------------------------45, 000 in 2005. ---will also receive an additional $ --- 000 in o --------ges and salaries. You state that your othe----ounselors” will be paid between---- ------ -$ --------each y --------ending on education and experience; your administrative staff will --------------ween $-----------$ --------per person per year. You have projected total revenue of $-----------in 2005.

With regard to B’s experience and training in financial planning, in a letter dated January 12, 2004, you made the following statement: “B has a diploma in financial planning and thus possesses an intimate knowledge of personal financial issues. Debt management skills and understanding is an integral portion of the learning curve involved in attaining a financial planning diploma.” Research of B’s background as a financial planner revealed that his right to use the F mark was revoked on April 20, 1999. According to the website for E, B’s right to use the F mark was permanently revoked after -- “failed to respond to its February 1999 complaint investigating, among other things, a grieva---- and civil suit filed by clients alleging that B had misrepresented, recommended and sold unsuitable investments and failed to disclose material information regarding these investments.” Moreover -- discovered that B had represented
--------to the public as holding F certification “when ----was not certified and therefore
-----------rized to do so.”

In your letter dated March 15, 2004, you made the representation that following a series of conversations with an IRS employee, you were told that: “you would in fact qualify for exempt status due to the ninety five percent of the organization’s overall time being spent on educating the general public or consumer at no cost in addition you asked me to include some of the actual individual cases. Out of several hundred that I have helped people from all different ways of life, out of these several hundred cases I have only taken on two DMP cases.” In the letter you gave several examples of cases in which you claim to be providing education to individuals and to the general public.

Our review of the cases mentioned in your March 15, 2004 letter, shows that in each case there is a general discussion of the individual’s financial circumstances, some general financial planning advice, and a major emphasis on referrals to other financial professionals and agencies. In the letter, you made the following statement: “I also know I have provided everyone I have spoken with a free informational and educational conversation complete with suggestions and the proper referral sources.” There is no indication in any of these cases that you gave these individuals specific, tailored, spoken or written advice on credit issues or budget planning that would address their immediate financial circumstances. However, in the letter you did make clear your apparent desire to make money, when you stated the following: “This is the only business I have ever run that was not profitable very quickly.”

You have provided information indicating that none of your Board members reside in the state where you are incorporated and will conduct your business. The information also reveals

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that none of your Board members have extensive experience or education in credit counseling. Their experiences are in sales and marketing, financial services, and general administrative services. Moreover, there is no evidence that your counselors have been certified to perform credit counseling services.

---In order to participate in your DMP program, clients will be charged a monthly fee of up to
$----depending on the number of creditors a client is indebted to. You have stated that you will retain the client’s first payment as a “security” payment, which may be refunded upon “successful” completion of the program. You currently have no fundraising program in operation.

You have not provided copies of any substantive educational materials that you will use to train your “counselors” or “counsel” your clients. The limited materials you provided seem directed to the training of employees on how to enroll and sell DMPs to potential clients. You did, however, make the following representation, in your letter dated January12, 2004: “Training material will be tailored to meet the unique needs of each individual counselor, along with the changing landscape of debt consolidation.” You did not explain when, where, or how any of this material would be used in any “counseling” sessions. You also did not indicate who would author the materials. In addition, you have provided no information regarding any seminars or workshops you will offer the general public nor any materials you would use to conduct such seminars or workshops.

You have indicated that you will advertise the availability of your services over the Internet, through ”educational” seminars, word-of-mouth, and other unspecified methods. Your proposed budget does not anticipate that you will make expenditures, including grants and contributions toward educational and charitable programs.

Section 501(c)(3) of the Code exempts from federal income tax corporations organized and operated exclusively for charitable, educational, and other purposes, provided that no part of its net earnings inures to the benefit of any private shareholder or individual.

Section 1.501(c)(3)-1(a)(1) of the Income Tax Regulations provides that, in order to be exempt as an organization described in section 501(c)(3), an organization must be both organized and operated exclusively for one or more of the purposes specified in such section. If an organization fails to meet either the organizational test or the operational test, it is not exempt.

Section 1.501(c)(3)-1(b)(1)(i) of the regulations provides that an organization is organized exclusively for one or more exempt purposes only if its articles of organization:

(a) Limit the purposes of such organization to one or more exempt purposes; and (b) Do not expressly empower the organization to engage, otherwise than as an insubstantial part of its activities, in activities that in themselves are not in furtherance of one or more exempt purposes.

Section 1.501(c)(3)-1(c)(1) of the regulations provides that an organization will be regarded as “operated exclusively” for one or more exempt purposes only if it engages primarily in activities that accomplish one or more of such exempt purposes specified in section 501(c)(3).

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An organization will not be so regarded if more than an insubstantial part of its activities is not in furtherance of an exempt purpose.

Section 1.501(c)(3)-1(d)(1)(ii) of the regulations assigns the burden of proof to an applicant organization to show that it serves a public rather than a private interest and specifically that it is not organized or operated for the benefit of private interests, such as designated individuals, the creator or his family, shareholders of the organization, or persons controlled, directly or indirectly, by such private interests.

Section 1.501(c)(3)-1(d)(2) of the regulations provides that the term “charitable” is used in section 501(c)(3) of the Code in its generally accepted legal sense and includes the relief of the poor and distressed or of the under privileged as well as the advancement of education.

Section 1.501(c)(3)-1(d)(3) of the regulations provides that the term “educational” refers to:

(a) The instruction or training of the individual for the purpose of improving or developing his capabilities; or (b) The instruction of the public on subjects useful to the individual and beneficial to the community.

Section 1.501(c)(3)-1(e)(1) of the regulations provides that an organization may meet the requirements of section 501(c)(3) although it operates a trade or business as a substantial part of its activities, if the operation of such trade or business is in furtherance of the organization’s exempt purpose or purposes and if the organization is not organized or operated for the primary purposes of carrying on an unrelated trade or business.

In Better Business Bureau of Washington D.C., Inc. v. United States, 326 U.S. 279 (1945), the Supreme Court held that the presence of a single non-exempt purpose, if substantial in nature, will destroy the exemption regardless of the number or importance of truly exempt purposes. The Court found that the trade association had an “underlying commercial motive” that distinguished its educational program from that carried out by a university.

In American Institute for Economic Research v. United States, 302 F. 2d 934 (Ct. Cl. 1962), the Court considered an organization that provided analyses of securities and industries and of the economic climate in general. It sold subscriptions to various periodicals and services providing advice for purchases of individual securities. The court noted that education is a broad concept, and assumed arguendo that the organization had an educational purpose. However, the totality of the organization’s activities, which included the sale of many publications as well as the sale of advice for a fee to individuals, were indicative of a business. Therefore, the court held that the organization had a significant non-exempt commercial purpose that was not incidental to the educational purpose, and was not entitled to be regarded as exempt.

In Consumer Credit Counseling Service of Alabama, Inc. v. United States, 78-2 U.S.T.C. 9660 (D.D.C. 1978), the court held that an organization that provided free information on budgeting, buying practices, and the sound use of consumer credit qualified for exemption from income tax because its activities were charitable and educational.

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The Consumer Credit Counseling Service of Alabama is an umbrella organization made up of numerous credit counseling service agencies. These agencies provided information to the general public through the use of speakers, films, and publications on the subjects of budgeting, buying practices, and the sound use of consumer credit. They also provided counseling on budgeting and the appropriate use of consumer credit to debt-distressed individuals and families. They did not limit these services to low-income individuals and families, but they did provide such services free of charge. As an adjunct to the counseling function, they offered a dept management plan. Approximately 12 percent of a professional counselor’s time was applied to the dept management plan as opposed to education. The agencies charged a nominal fee of up to $10 per month for the dept management plan. This fee was waived in instances when payment of the fee would work a financial hardship.

The agencies received the bulk of their support from government and private foundation grants, contributions, and assistance from labor agencies and the United Way. An incidental amount of their revenue was from service fees.

The court found the organizations exempt under section 501(c)(3) because providing information to the public regarding the sound use of consumer credit is charitable in that it advances and promotes education and social welfare. These programs were also educational because they instructed the public on subjects useful to the individual and beneficial to the community. The counseling assistance programs were likewise charitable and educational in nature. Because the community education and counseling assistance programs were the agencies’ primary activities, the agencies were organized and operated for charitable and educational purposes. The court also concluded that the limited debt management services were an integral part of the agencies’ counseling function, and thus charitable, but stated further that even if this were not the case, these activities were incidental to the agencies’ principal functions.

Finally, the court found that the law did not require that an organization must perform its exempt functions solely for the benefit of low-income individuals to qualify under section 501(c)(3) or to provide its services solely without charge. Nonetheless, these agencies did not charge a fee for the programs that constituted their principal activities. They charged nominal fees for services that were incidental. Moreover, even this nominal fee was waived when payment would work a financial hardship.

In Easter House v. U.S., 12 Ct. Cl. 476 (1987), aff’d 846 F. 2d 78 (Fed. Cir 1988), the court found that adoption services were the primary activity of the organization. In deciding that the organization conducted adoption services for a business purpose rather for a charitable purpose, the court considered the manner in which the organization operated. The record established a number of factors that characterize a commercial activity and which were evident in the operations of Easter House also. The court determined that the organization competed with other commercial organizations providing similar services; fees were the only source of revenue; it accumulated very substantial profits, because it set its fees in order to generate a profit; the accumulated capital was substantially greater than the amounts spent on charitable and educational activity; and the organization did not solicit and did not plan to solicit contributions. The court also found a corporate-type structure in the classes of memberships (including a single life member having inherent power that the holder could transfer like stock), and dependence on paid employees.

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In Rev. Rul. 69-441, 1969-2 C.B. 115, the Service found that a nonprofit organization formed to help reduce personal bankruptcy by informing the public on personal money management and aiding low-income individuals and families with financial problems was exempt under section 501(c)(3) of the Code. Its Board of Directors was comprised of representatives from religious organizations, civic groups, labor unions, business groups, and educational institutions.

The organization provided information to the public on budgeting, buying practices, and the sound use of consumer credit through the use of films, speakers, and publications. It aided low- income individuals and families who have financial problems by providing them with individual counseling, and if necessary, by establishing budget plans. Under the budget plan, the debtor voluntarily made fixed payments to the organization, holding the funds in a trust account and disbursing the funds on a partial payment basis to the creditors. The organization did not charge fees for counseling services or proration services. The debtor received full credit against his debts for all amounts paid. The organization did not make loans to debtors or negotiate loans on their behalf. Finally, the organization relied upon contributions, primarily from the creditors participating in the organization’s budget plans, for its support.

The Service found that, by aiding low-income individuals and families who have financial problems and by providing, without charge, counseling and a means for the orderly discharge of indebtedness, the organization was relieving the poor and distressed. Moreover, by providing the public with information on budgeting, buying practices, and the sound use of consumer credit, the organization was instructing the public on subjects useful to the individual and beneficial to the community. Thus, the organization was exempt from federal income tax under section 501(c)(3) of the Code.

Outside the context of credit counseling, individual counseling has, in a number of instances, been held to be a tax-exempt charitable activity. Rev. Rul. 78-99, 1978-1 C.B. 152 (free individual and group counseling of widows); Rev. Rul. 76-205, 1976-1 C.B. 154 (free counseling and English instruction for immigrants); Rev. Rul. 73-569, 1973-2 C.B. 179 (free counseling to pregnant women); Rev. Rul. 70-590, 1970-2 C.B. 116 (clinic to help users of mind-altering drugs); Rev. Rul. 70-640, 1970-2 C.B. 117 (free marriage counseling); Rev. Rul. 68-71, 1968-1 C.B.249 (career planning education through free vocational counseling and publications sold at a nominal charge). Overwhelmingly, the counseling activities described in these rulings were provided free, and the organizations were supported by contributions from the public.

Rev. Proc. 90-27, 1990-1 C.B. 514, provides in part that exempt status will be recognized in advance of operations if proposed operations can be described in sufficient detail to permit a conclusion that the organization will clearly meet the particular requirements of the section under which exemption is claimed. A mere statement of purposes or a statement that proposed activities will be in furtherance of such purposes will not satisfy this requirement. The organization must fully describe the activities in which it expects to engage, including the standards, criteria, procedures, or other means adopted or planned, and the nature of the contemplated expenditures. Where the organization cannot demonstrate to the satisfaction of the Service that its proposed activities will be exempt, a record of actual operations may be required before a ruling or determination letter will be issued.

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An organization must establish through the administrative record that it operates as a section 501(c)(3) organization. Denial of exemption may be based solely upon failure to provide information describing in adequate detail how the operational test will be met. American Science Foundation v. Commissioner, T.C. Memo. 1986-556; La Verdad v. Commissioner, 82 T.C. 215, 219 (1984); Pius XII Academy v. Commissioner, T.C. Memo. 1982-97. Exempt status can be recognized in advance of operations if proposed operations can be described in enough detail to permit a conclusion that the organization will clearly meet the requirements of section 501(c)(3). American Science Foundation v. Commissioner, T.C. Memo. 1986-556. The organization has the burden of providing sufficient documentation or other substantive information regarding its activities and operations, which would establish entitlement to tax- exempt status. Information that is vague or nonspecific is not sufficient to meet the requirements under section 501(c)(3). Tully v. Commisioner, T.C. Memo, 1999-216.

Our analysis of the information you submitted does not allow us to conclude that you meet the organizational requirements necessary to show that you are organized exclusively for charitable and educational purposes. Moreover, you do not satisfy the operational requirements to be recognized as exempt under section 501(c)(3) of the Code. There is no evidence that your primary purpose is to provide financial education to individuals or to the general public, in that you do not have a tailored education program with a structured educational methodology in place. In fact, the administrative record demonstrates that you operate for the substantial non- exempt purpose of operating a commercial business, which serves to further your private financial interests. Your operation will also serve to promote and enhance the private financial interests of various financial services businesses, and credit card companies. In addition, you have not shown that your income will not inure to the benefit of B or C.

Your purposes, as stated in your Articles of Incorporation, include activities that are not in furtherance of exempt purposes, as required under section 1.501(c)(3)-1(b)(1)(i) of the regulations. Assisting clients to get lower interest rates on credit card debts and helping them to avoid bankruptcy are not inherently exempt educational or charitable purposes. Moreover, as of August 17, 2005, you were not considered an active corporation under Florida law, therefore it cannot be said that you are properly organized for exempt purposes within the meaning of section 501(c)(3).

That you will be operated in the manner of a commercial business is reflected in the fact that your revenue will come from fees charged to clients for enrollment in DMPs, fair share payments received from creditors, and from sponsorships and advertising income from for-profit financial services companies. In your letter dated March 15, 2004, you made clear your desire to have a profitable business operation, when you said the following: “This is the only business I have ever run that was not profitable very quickly.” You will advertise the availability of your services over the Internet, through “educational” seminars, word-of-mouth, and other unspecified methods. These methods of advertising are the kind commonly used by ordinary for-profit credit counseling businesses. Moreover, your proposed budgets show that you do not anticipate making any expenditures, including grants and contributions to educational or charitable programs.

You have failed to provide evidence that the participation of the various for-profit financial services companies in your workshops, seminars, and over your website will not result in the promotion and enhancement of their private financial interests. It seems clear that at the very least some of the clients’ seeking help through this organization will also have an interest in

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possibly purchasing the financial services conveniently offered during the workshops and seminars, and when visiting your website. Therefore, we cannot conclude that this arrangement will not serve to further the private financial interests of these companies.

In addition, you operate for the substantial private benefit of the credit card companies. You are operating as a collection agency for these companies. The “fair share” paid by the credit card companies would undoubtedly result in significant savings over the possible costs of not recovering any of the unpaid debt owed them. These companies clearly realize substantial financial benefits through their business relationship with you.

You have also failed to provide any evidence that your DMP program will be an incidental adjunct to a substantial and substantive program of public education and individual counseling. The cases you mentioned, in your letter dated March 15, 2004, do not meet the requirements of a substantial and substantive program of public education and individual counseling. These “free informational and educational conversations” were not conducted in the context of a systematic, structured, individually-tailored educational program with a bona fide educational methodology. You, therefore, have failed to substantiate that you follow an educational methodology in operating your DMP program. Moreover, during these “conversations” there is no evidence that these individuals received any materials created by you that addressed their personal financial circumstances. In fact, you have provided no materials that indicate you will have a substantive on-going educational program directed to the individuals and families you serve in your DMP. The limited materials you submitted were prepared primarily for use by the intake counselor in his efforts to enroll and sell DMPs to potential clients.

You have provided no evidence that you will conduct “credit counseling” seminars and/or workshops directed to the general community. Moreover, you have not provided substantial evidence that you will restrict your debt management services to low-income customers. If you do have “low-income limits” for participation in your debt management program, you have provided no evidence of the specific guidelines that participants are required to meet. You have provided no advertising materials stating that your services will be restricted to low-income individuals and/or families. In fact, the information you provided indicates that your services will be available to the general public without regard to individual or family income.

You have represented that your president, B, will also be employed as a “co --------.” Proposed budget data in your Form 1023 Application shows that B will receive $----------in 2005 in compensation for administrative duties, as executive director. An addi--------------------will be paid in other wages and salaries. You have projected total revenue of $-----------in 2005. As previously mentioned, your Board is comprised of B, C and D. C is B’s -------------e composition of your Board, with the majority related by blood, presents an obvious a--------erent conflict of interest where B is concerned. B and C will have ultimate control over all decisions related to compensation, leasing, and other financial matters that will affect the organization’s financial interests as well as their own. Thus, you have failed to establish that the income of the organization will not inure to the benefit of B or C, which is prohibited under section 501(c)(3).

We note that none of the members of your Board of Directors has any prior education or experience in matters directly related to credit counseling. Moreover, you have provided no credible evidence that your “counselors” have been trained and certified by any “credible” credit counseling education organization. The fact that B had his F mark revoked by E for alleged ethical and legal reasons gives the appearance that B is not qualified to offer such assistance.

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There is no evidence that B has ever made his complete professional history known to these potential clients. We also seriously question the effectiveness of your Board members in properly and effectively directing your business operation, when none of these individuals reside in the state where you operate.

Rev. Proc. 90-27 requires an applicant to submit sufficient information during the application process for the Service to conclude that the organization is in compliance with the organizational and operational requirements of section 501(c)(3) before a ruling is issued. You have not sufficiently and fully described your activities as they relate to the number of people you expect to enroll in your DMP and other financial services programs, where, when or how you would “educate” these individuals and families, or provided evidence that you will have a substantive and substantial education program tailored to the specific needs of these individuals and families. Additionally, you have not established that you have or will meet with clients on a regular, systematic basis to provide substantive counseling in credit and financial matters. The vague and nonspecific information and documentation you provided does not meet the burden of showing that your activities and operations are such that you are entitled to recognition of exemption under section 501(c)(3). See Tully, supra.

Accordingly, you do not qualify for exemption as an organization described in section 501(c)(3) of the Code and you must file federal income tax returns.

Contributions to you are not deductible under section 170 of the Code.

You have the right to protest this ruling if you believe it is incorrect. To protest, you should submit a statement of your views to this office, with a full explanation of your reasoning. This statement, signed by one of your officers, must be submitted within 30 days from the date of this letter. You also have a right to a conference in this office after your statement is submitted. You must request the conference, if you want one, when you file your protest statement. If you are to be represented by someone who is not one of your officers, that person will need to file a proper power of attorney and otherwise qualify under our Conference and Practices Requirements.

If you do not protest this ruling in a timely manner, it will be considered by the Internal Revenue Service as a failure to exhaust available administrative remedies. Section 7428(b)(2) of the Code provides, in part, that a declaratory judgment or decree under this section shall not be issued in any proceeding unless the Tax Court, the United States Court of Federal Claims, or the District Court of the United States for the District of Columbia determines that the organization involved has exhausted administrative remedies available to it within the Internal Revenue Service.

If we do not hear from you within 30 days, this ruling will become final and a copy will be forwarded to the Ohio Tax Exempt and Government Entities (TE/GE) office. Thereafter, any questions about your federal income tax status should be directed to that office, either by calling 877-829-5500 (a toll free number) or sending correspondence to: Internal Revenue Service, TE/GE Customer Service, P.O. Box 2508, Cincinnati, OH 45201. The appropriate State Officials will be notified of this action in accordance with Code section 6104(c).

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In the event this ruling becomes final, it will be made available for public inspection under section 6110 of the Code after certain deletions of identifying information are made. For details, see enclosed Notice 437, Notice of Intention to Disclose. A copy of this ruling with deletions that we intend to make available for public inspection is attached to Notice 437. If you disagree with our proposed deletions, you should follow the instructions in Notice 437.

If you decide to protest this ruling, your protest statement should be sent to the address shown below. If it is convenient, you may fax your reply using the fax number shown below. If you fax your reply, please contact the person identified in the heading of this letter by telephone to confirm that your fax was received.

Internal Revenue Service
TE/GE (SE:T:EO:RA:T:1)
--------------------------
1111 Constitution Ave, N.W.
Washington, D.C. 20224
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If you do not intend to protest this ruling, and if you agree with our proposed deletions as shown in the letter attached to Notice 437, you do not need to take any further action.

If you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter.

Sincerely,

Lois G. Lerner
Director, Exempt Organizations
Rulings & Agreements

Enclosure:
Notice 437