Charity's asset sale, royalties, rent, and minority venture received favorable treatment

Plain-English summary

A charitable and educational organization sold certain assets to a new partnership, licensed intellectual property to the partnership, leased it office space, and held a minority interest through a taxable corporate subsidiary. The organization planned to use the sale proceeds to expand grants, educational programs, scientific activities, and public outreach. The IRS ruled that those expanded programs furthered the organization's exempt purposes and that the one-time asset sale was not a regularly carried-on business, so it did not create unrelated business taxable income. It also treated the arm's-length trademark payments as royalties and the fixed real-property payments as rent excluded from UBTI. Finally, because the taxable subsidiary performed real business functions and strategic planning, the IRS respected it as a separate entity and did not attribute its activities to the organization.

Ruling snapshot

• Question: How would the asset sale, expanded programs, trademark royalties, office rent, and minority partnership investment affect the charity's exempt activities and unrelated business income?
• Outcome: approved
• Key authorities: IRC §§ 501(c)(3), 512, 513, and 514; Treas. Reg. §§ 1.501(c)(3)-1 and 1.513-1; Rev. Rul. 81-178; Moline Properties, Inc. v. Commissioner

Full text (IRS public release)

Internal Revenue Service                                    Department of the Treasury
                                                            Washington, DC 20224

Number: 201644019                                           Third Party Communication: None
Release Date: 10/28/2016                                    Date of Communication: Not Applicable
Index Number: 513.00-00, 501.03-08,
              512.01-00, 512.01-01                          Person To Contact:
                                                            ------------------------, ID No. ------------------
-----------------------                                     ----------------------------------------------------
---------------------------------------------------------   Telephone Number:
---------------------------------------                     --------------------
-----------------------------------------                   Refer Reply To:
-------------------------------------                       CC:TEGE:EOEG:EO1
                                                            PLR-140249-15
                                                            Date:
                                                            August 02, 2016




Organization = ---------------------------------------
Mission B    = ----------------------------------------------
               --------------------------------
Mission D    = ----------------------------------------------
               ---------------------
E Assets     = ----------------------------------------------
               ----------------------------------------------
               ----------------------------------------------
               ----------------------------------------------
               ----------------------------------------------
               -----------------
F Assets     = ----------------------------------------------
               ----------------------------------------------
               -------------------------------
G Research = -------------------------------
H            = ---------------------
J Activities = ----------------------------------------------
               --
K            = ----------------------
L            = ---------------------
M Projects   = ----------------------------------------------
               ----------------------------------------------
               ----------------------------------------------
               ----------------------------------------------
               ----------------------------------------------
               --------------
N            = ---------------------------------
O Activity   = ----------------

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P                = -------------
Q Activities     = --------------------------------
                   -------------------
S                = ----------------
Partnership      = ----------------------------------------------
                   --
Y                = -----------------------
DRE 1            = ----------------
DRE 2            = -------------
w                = ----
x                = ----
y                = -----
z                = ----------------


Dear ---------------

This letter responds to a letter from your authorized representative dated
December 10, 2015, and subsequent correspondence, requesting rulings regarding a
certain sale, transfers and related transactions, as described below. Organization
represents the facts as follows.

FACTS

Organization is a nonprofit corporation recognized by the Internal Revenue Service as
an exempt organization described in § 501(c)(3) of the Internal Revenue Code of 1986,
as amended (“Code”). Organization was founded over y years ago to Mission B and
engages in educational and charitable activities in support of its exempt purposes.
Such purposes included increasing and disseminating within the United States and
throughout the world knowledge of Mission D.

Organization owns all of the stock of S, a taxable “C” corporation. S owns all of the
membership interests in DRE 1 and DRE 2, both of which are disregarded entities. Y is
an unrelated corporation. S and subsidiaries of Y have formed a new limited liability
company, Partnership. Partnership is treated as a partnership for U.S. federal income
tax purposes.

Organization has sold its E Assets to Partnership in exchange for $z in cash; S,
through DRE 1 and DRE 2, has contributed F Assets to Partnership in exchange for a
membership interest therein; Y, indirectly, has contributed certain assets to Partnership
in exchange for membership interests therein; and Organization has licensed to
Partnership certain of its trademarks, trade names, and other intellectual property in

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exchange for annual royalty payments. After these transactions, S owns w% of the
membership interests in Partnership and Y, through a subsidiary, owns x% of the
membership interests in Partnership. Organization represents that the asset sale was
negotiated at arm’s-length and that Organization received at least fair market value
(“FMV”). This ruling request was submitted prior to the filing of the Form 990 for the year
in which the sale took place.

Following the sale of the E Assets to Partnership, Organization has begun and plans to
accomplish, among other purposes, the continuation and expansion of grant-making
and programs in support of Organization’s efforts for Mission B and the purposes of
increasing and disseminating within the United States, and throughout the world to the
public at large, knowledge of Mission D. The plan is to more than double the total
amount of funding by Organization to grant programs, educational activities in and
outside the classroom, and for scientific and “[G] Research” activities. These will enable
Organization to create new centers of core competencies in Q Activities, story-telling,
and education. Organization has directly commenced or proposed various enhanced
mission-related activities from the proceeds of the sale. The following are examples of
such activities.

   I.     Grant Making

Organization is currently reviewing its entire portfolio of grant-making programs. As
mentioned above, Organization intends to substantially increase its investment in grant-
making. Since the closing of the sale, Organization has:

          •   Hired a H to oversee all grant-making initiatives. This position is new to
              Organization.


          •   Increased the quantity and value of grants programs focused on J
              Activities and education.


          •   Expanded internationally to include a broader base of diverse applicants
              and grantees.

          •   Established a fellowship program funding scientists and teachers in a
              residency program.


          •   Made grants and sponsorships in connection with workshops and
              conferences at home and abroad, featuring workshops on how K can build
              successful careers and grant awards to L who submit prize-winning work.

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   II.    Programs Expansion

Organization has engaged and will undertake larger and more impactful programs, such
as M Projects.

   III.   Outreach Programs

Organization will engage in the following outreach programs and activities in furtherance
of its mission and purposes.

              •      Build out Organization’s website to communicate the programs in
                     which Organization is engaged and report on their impact. Inspire
                     members to contribute and fund N programs.


              •      Planned expansion of public exhibit and museum space at
                     Organization headquarters to express and disseminate
                     Organization’s work in supporting its mission and history of O
                     Activity.


              •      Build a teacher community and educational program through a
                     learning framework that encourages students to “think like [P].“
                     Teachers will experience a workshop, followed by activities
                     and concluding with a capstone project.


Trademark License Agreement

Organization licensed to Partnership, pursuant to a trademark license agreement, a
non-transferable, limited purpose license to certain Organization trademarks, domain
names, and social media handles necessary or appropriate for Partnership to use in
connection with the E Assets. In return for the license, Partnership will pay a royalty to
Organization negotiated at arm’s-length and based upon the net revenue attributable to
use of the licensed property or a ceiling amount and including a minimum guaranteed
royalty amount for the initial years.

Under the trademark license agreement, Partnership must adhere to a Standards Guide
that articulates the principles of Organization as well as its content vision. This ensures
that the content, publications and activities of Partnership remain supportive of the
mission of Organization and consistent with the “Organization” brand. The trademark

PLR-140249-15                                5



license agreement does not require any services from Organization, including no
endorsement, promotion, or marketing services.

Organization represents that it will not provide services to Partnership in connection with
the use of the brands, but rather Organization will exercise only quality control rights
pursuant to the Standards Guide that Organization developed to assure the high quality
and mission-relatedness for which Organization has become known and respected.

Organization may choose to list in its publications and on its website Partnership’s
articles, programs, films, products, etc., that result from Organization’s M Projects,
educational efforts or other work funded or sponsored by Organization in support of its
mission (“Results”), and provide a link to Partnership’s website. Partnership will not
compensate Organization for such listings or link. Organization further represents that
such references to Results offered by Partnership are primarily intended to further
Organization’s section 501(c)(3) exempt purposes. In this regard, Organization
represents that it also intends to reference on its website and in its publications
information about unrelated third parties—whether § 501(c)(3) exempt organizations,
governmental instrumentalities, or for-profit entities—whose products and services are
consistent with, complementary to and/or further Organization’s § 501(c)(3) exempt
purposes.

Lease Agreement

Organization will lease office space in its headquarters to Partnership under a lease
agreement. Organization represents that it owns the office space subject to the lease in
fee simple, without acquisition indebtedness. The rental will be fixed, i.e., not based on
the income or profits of Partnership, and the amount determined on an arm’s-length
basis, based on market-based rates and terms.

Representations Regarding Attribution

Organization represents that there is no understanding or agreement (oral or written)
that Organization will direct or actively participate in the day-to-day management of S
(or any S subsidiary or affiliate) or Partnership. Organization intends to exercise only
the normal rights of a shareholder directly in S, or indirectly in any S subsidiary or
affiliate, including but not limited to Partnership. S is a bona fide holding company that
will provide strategic planning in support of Organization’s historical and ongoing
exempt functions, including through ownership of the LLC membership interests in
Partnership.

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Agreements

Organization and the parties involved with the sale and Partnership have entered into a
number of contracts, including, but not limited to, the Organization Trademark License
Agreement, the Organization-Partnership HQ Lease Agreement, the Amended and
Restated Operating Agreement, a General Service Agreement and a Content License
Agreement.

RULINGS REQUESTED

   •   Ruling 1 – Organization’s post-closing enhanced activities to nurture core
       competencies in Q Activities, story-telling and education further Organization’s
       § 501(c)(3) exempt purposes.

   •   Ruling 2 – The sale of the E Assets will not result in unrelated business taxable
       income to Organization under § 512(a) of the Code.

   •   Ruling 3 - Payments by Partnership to Organization pursuant to the trademark
       license agreement for Organization brands will constitute royalties within the
       meaning of § 512(b)(2) of the Code.

   •   Ruling 4 - Payments by Partnership to Organization pursuant to the lease
       agreement for use of space as office premises in Organization’s
       headquarters will constitute rents within the meaning of § 512(b)(3) of the
       Code.

   •   Ruling 5 - Subsequent to the formation of Partnership, the activities of S
       and its subsidiaries and affiliates, including but not limited to Partnership,
       will not be attributed to Organization, whether by virtue of (i)
       Organization’s ownership interest in S, (ii) the Organization Trademark
       License Agreement, (iii) the Amended and Restated Operating Agreement
       among Y, Partnership and S, (iv) the Organization-Partnership HQ Lease
       Agreement, or (v) the Content License Agreement and/or General
       Services Agreement, or any combination of (i)-(v), above.

LAW & ANALYSIS

Section 501(c)(3) of the Code describes as exempt from federal income tax
organizations that are organized and operated exclusively for religious, charitable,
scientific, testing for public safety, literary, or educational purposes and no part of the
net earnings of which inures to the benefit of any private shareholder or individual.

PLR-140249-15                                  7



Section 512(a)(1) of the Code provides that the term “unrelated business taxable
income” means the gross income derived by any organization from any unrelated trade
or business (defined in § 512 of the Code) regularly carried on by it, less the allowable
deductions which are directly connected with the carrying on of such trade or business,
both computed with the modifications in subsection (b).

Section 512(b)(2) of the Code provides that there shall be excluded all royalties
(including overriding royalties) whether measured by production or by gross or taxable
income from the property, and all deductions directly connected with such income.

Section 512(b)(3) of the Code provides that all rents from real property shall generally
be excluded from unrelated business taxable income, provided that rental payments are
(i) not based on the income or profits of any person from the property leased
(other than an amount based on a fixed percentage(s) of receipts or sales) and (ii)
attributable to real property, or personal property leased with real property, where such
rents for personal property are an incidental amount of the total rents.

Section 512(b)(13) of the Code provides, in part, that unrelated business table income
shall include, in its calculation, royalties and rents from a “controlled entity.” It further
provides that “control” of an entity means ownership of more than 50% of (i) the stock
(by vote or value) of a corporation, (ii) either the profits or capital interests of a
partnership, or (iii) beneficial interests in any other entity. Control can be direct or
indirect, or constructively by attribution pursuant to the constructive stock ownership
principles of § 318 of the Code.

Section 513(a) of the Code defines “unrelated trade or business” as any trade or
business the conduct of which is not substantially related (aside from the need for
income or funds or the use it makes of the profits derived) to the exercise of
performance by such organization of its charitable, educational, or other purpose
constituting the basis for its exemption under § 501 of the Code.

Section 1.501(c)(3)-1(a)(1) of the Income Tax Regulations (“regulations”) provides that
in order to be exempt under § 501(c)(3) of the Code, an organization must be both
organized and operated exclusively for one or more of the exempt purposes specified in
that section.

Section 1.501(c)(3)-1(d)(2) of the regulations provides that the term “charitable” is used
in § 501(c)(3) of the Code in its generally accepted legal sense and is, therefore, not to
be construed as limited by the separate enumeration in §501 (c)(3) of the Code of other
tax-exempt purposes which may fall within the broad outlines of “charity” as developed
by judicial decisions. Such term includes the “advancement of education or science.”

PLR-140249-15                                 8



Section 1.501(c)(3)-1(d)(3) of the regulations defines educational as the instruction or
training of the individual for the purpose of improving or developing his capabilities, and
the instruction of the public on subjects useful to the individual and beneficial to the
community.

Section 1.513-1(b) of the regulations provides, in part, that for purposes of § 513 of the
Code the term “trade or business” has the same meaning it has in § 162 of the Code,
and generally includes any activity carried on for the production of income from the sale
of goods or performance of services.

Section 1.513-1(c)(1) of the regulations provides that in determining whether a trade or
business from which a particular amount of gross income derives is “regularly carried
on” within the meaning of § 512 of the Code, regard must be had to the frequency and
continuity with which the activities productive of the income are conducted and the
manner in which they are pursued.

Section 1.513-1(c)(2)(ii) of the regulations provides, in part, that in determining whether
or not intermittently conducted activities are regularly carried on, the manner of conduct
of the activities must be compared with the manner in which commercial activities are
normally pursued by nonexempt organizations. In general, exempt organization
business activities which are engaged in only discontinuously or periodically will not be
considered regularly carried on if they are conducted without the competitive and
promotional efforts typical of commercial endeavors.

Section 301.7701-2(c)(2)(i) of the regulations provides that a business entity that has a
single owner and is not a corporation is disregarded as an entity separate from its
owner.

Rev. Rul. 81-178, 1981-2 C.B. 135, considered the application of § 512(b)(2) of the
Code to two situations in which payments were received by an exempt organization
from third party licensees for use of the organization’s trademarks, trade names and
service marks. Holding in Situation (1) that the licensing payments constituted royalties,
the Service found that the retention and exercise of quality control rights by the licensor
did not change this result, citing Lemp Brewing Co. v. Comm’r, 18 T.C. 586 (1952)
[CCH Dec. 19,050], acq. 1952-2 C.B. 2. The organization has the right to approve the
quality or style of the licensed products and services. The agreements also require the
businesses to refrain from engaging in any activity that would adversely affect the
reputation of the organization or its members or the value of the licensed product.
However, in Situation (2), the holding is that payments for personal appearances and
interviews are not royalties, but are compensation for personal services.

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In Sierra Club, Inc. v. Comm’r, 86 F.3d 1526, 1532 (9th Cir. 1996), the court determined
that a royalty under § 512(b)(2) of the Code is defined as a payment for an intangible
property right and that royalties are by definition passive and cannot include
compensation for services rendered by the owner of the intangible property right.

In Moline Properties, Inc. v. Comm’r, 319 U.S. 436, 438-439 (1943), the Supreme Court
stated that

       [t]he doctrine of corporate entity fills a useful purpose in business
       life. Whether the purpose be to gain an advantage under the law of the
       state of incorporation or to avoid or to comply with the demands of
       creditors or to serve the creator’s personal or undisclosed convenience, so
       long as that purpose is the equivalent of business activity or is followed by
       the carrying on of business by the corporation, the corporation remains a
       separate taxable entity [footnotes omitted].

Only minimal business activities are needed for a corporation to be respected as a
distinct taxable entity. For example, the Service has taken the position that a
corporation formed as a holding company that performs various administrative duties
can meet the business activity standard. See FSA 200122007, 2001 WL 587796 (IRS
FSA). However, if the corporation owns no assets and does not in fact carry on any
business, it can be ignored. Britt v. United States, 431 F.2d 227, 237 (5th Cir. 1970);
Strong v. Comm’r, 66 T.C. 12, 24 (1976), aff'd, 553 F.2d 94 (2nd Cir. 1977).

A corporation also may be disregarded if there is an absence of an intention to form the
corporation for some real business purpose or to actually engage in business. Robucci
v. Comm’r, T.C. Memo 2011-019 (2011); Jackson v. Comm’r, 233 F.2d 289, 290 (2nd
Cir. 1956); Bass v. Comm’r, 50 T.C. 595, 600 (1968). In Bass, the court explained that
the intent element is not the personal purpose of a taxpayer in creating a corporation,
but rather is whether that purpose is intended to be accomplished through a corporation
carrying out substantive business functions. If the purpose of the corporation is to carry
out substantive business functions, or if it in fact engages in substantive business
activity, it will not be disregarded for federal tax purposes. 50 T.C. at 601.

   RULING 1 – IN FURTHERANCE OF

Section 1.501(c)(3)-1(c)(1) of the regulations states an organization will be
regarded as operated exclusively for one or more exempt purposes only if it engages
primarily in activities which accomplish one or more of such exempt purposes. An
organization will not be so regarded if more than an insubstantial part of its activities is
not in furtherance of an exempt purpose.

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Organization has and will undertake a broad range of activity that continues and
enhances its missions and purposes. The specific activities include increased grant-
making, more impactful programs such as M Projects and new outreach programs,
which nurture core competencies in Q Activities, story-telling and education. These all
further Organization’s § 501(c)(3) exempt purposes and are charitable, educational,
and/or scientific within the meaning of the regulations.

   RULING 2 - NOT REGULARLY CARRIED ON

In determining whether the sale of the E Assets from which Organization derived $z is
“regularly carried on” for purposes of determining whether Organization has unrelated
business taxable income, consideration must be given to whether the activity that
produced the income manifested a frequency and continuity, and was pursued in a
manner, generally similar to comparable commercial activities of non-exempt
organizations. See Treas. Reg. § 1.513-1(c)(1) and (2)(i). When the business activities
of an exempt organization are engaged in only discontinuously or periodically, they will
not be considered regularly carried on if they are conducted without the competitive and
promotional efforts typical of commercial endeavors. On the other hand, where the
sales are not merely casual, but are systematically and consistently promoted and
carried on by the organization, they meet the definition of “regularly carried on” for
purposes of § 512 of the Code. See Treas. Reg. § 1.513-1(c)(2)(ii).

Organization’s sale was a one-time sale, which was neither systemically nor
consistently promoted nor carried on by Organization. It was not a part of any ongoing
income-producing activity. Thus, Organization’s sale will not result in unrelated business
taxable income to Organization because the sale is not a business that is regularly
carried on within the meaning § 512(a)(1) of the Code.

   RULING 3 – ROYALTIES

Computation of unrelated business taxable income under § 512(a)(1) of the Code is
modified to generally exclude royalty income and directly related deductions. See I.R.C.
§ 512(b)(2). A royalty is a payment that relates to the use of a valuable right. Payments
for the use of trademarks, trade names, service marks, or copyrights, whether or not
payment is based on the use made of such property, are ordinarily classified as
royalties for federal tax purposes. See Rev. Rul. 81-178, 1981-2 C.B. 135. Similarly,
payments for the use of a professional athlete’s name, photograph, likeness, or
facsimile signature are ordinarily characterized as royalties. Royalties do not include
payments for personal services.

Organization has represented that it will not provide any services in connection with the
trademark license agreement other than quality control. It is licensing to Partnership the

PLR-140249-15                                11



use of the brands. Organization will exercise only quality control rights pursuant to the
Standards Guide that Organization developed to assure the high quality and mission-
relatedness for which Organization has become known and respected. Organization
can require Partnership to refrain from engaging in any activity that would adversely
affect the reputation of Organization.

Consistent with Situation 1 in Rev. Rul. 81-178 and the decision in Sierra Club, the
arrangement under the trademark license agreement is that of a license of intangible
property. Partnership will pay Organization FMV for the use of the brands. Therefore,
payments by Partnership to Organization pursuant to the trademark license agreement
for Organization brands will constitute royalties within the meaning of § 512(b)(2) of the
Code.

   RULING 4 - RENTS

Organization owns in fee simple real property housing its headquarters and used in the
conduct of its exempt functions, with no outstanding “acquisition indebtedness” within
the meaning of § 514 of the Code. Organization is leasing certain office space within its
headquarters to Partnership. As to such space, the rental will be fixed, i.e., not based
on the income or profits of Partnership or any third party and the amount thereof was
determined on an arm’s-length basis. There is not rental attributable to personal
property located at such property. Accordingly, the lease payments from Partnership to
Organization shall be excluded from unrelated business taxable income pursuant to
§ 512(b((3) of the Code.

As noted above, Organization’s wholly-owned subsidiary, S, owns a w% interest in
Partnership. Thus, since Organization does not own directly, indirectly or constructively
more than 50% capital or profits interest in Partnership, § 512(b)(13) of the Code does
not apply to override the general exclusions from unrelated business taxable income for
§ 512(b)(2) and (3) of the Code.

  RULING 5 – ATTRIBUTION

After the transaction, Organization continued to own all of the stock of S, and S owned a
w% interest in Partnership. The question is whether S’s business activities can be
attributed to Organization. As noted above, the authorities are clear that a corporation’s
status as a corporation will be respected even if the corporation engages in minimal
business activities. See Moline Properties. As further noted above, the Service has
taken the position that a holding company that administers its ownership interest in a
lower-tier entity meets the business activity requirement of Moline Properties. See FSA
200122007. Organization has represented that S engages in strategic planning with

PLR-140249-15                                12



respect to its ownership of Partnership. Therefore, the activities of S would not be
attributed to its owner, Organization.

This ruling is limited to providing that S meets the test of Moline Properties. We decline
to extend the ruling to S’s subsidiaries and affiliates because such an extension is not
necessary in this case. Since S’s activities are not attributed to its owner, Organization,
neither would the activities of S’s subsidiaries and affiliates be attributed to
Organization.

Except as ruled in this letter, we express no opinion on the validity of the various
contractual agreements described above. To the extent they represent valid business
arrangements, we see no reason to treat them separately from the business operations
of the entities to which they relate.

CONCLUSION

Based solely on the facts and representations submitted, we rule, subject to the above
caveats:

1. Organization’s post-closing enhanced activities to nurture core competencies in Q
Activities, story-telling and education further Organization’s § 501(c)(3) exempt
purposes.

2. Organization’s sale of the E Assets will not result in unrelated business taxable
income to Organization because the sale is not a business that is regularly carried on
within the meaning of § 512(a).

3. Payments by Partnership to Organization pursuant to the trademark license
agreement for Organization brands will constitute royalties within the meaning of
§ 512(b)(2) of the Code.

4. Payments by Partnership to Organization pursuant to the lease agreement for use of
space as office premises in Organization’s headquarters will constitute rents within the
meaning of § 512(b)(3) of the Code.

5. S is engaged in business activity that is sufficient to satisfy the business activity
requirement of Moline Properties and therefore it will be respected as an entity separate
from Organization and its activities will not be attributed to Organization.

Except as stated, we are not ruling on the terms and conditions of the various contracts
entered into by and between the parties, including, but not limited to, the Organization
Trademark License Agreement, the Organization-Partnership HQ Lease Agreement, the

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Amended and Restated Operating Agreement, a General Service Agreement and a
Content License Agreement. Also, this ruling letter expresses no opinion on the terms
and conditions of any current or future Partnership allocations or distributions.

The rulings contained in this letter are based upon information and representations
submitted by the taxpayer and accompanied by a penalty of perjury statement executed
by an appropriate party, as specified in Rev. Proc. 2016-1, 2016-1 I.R.B. 1,
§ 7.01(15)(b). This office has not verified any of the material submitted in support of the
request for ruling, and such material is subject to verification on examination. The
Associate office will revoke or modify a letter ruling and apply the revocation
retroactively if there has been a misstatement or omission of controlling facts; the facts
at the time of the transaction are materially different from the controlling facts on which
the ruling was based; or, in the case of a transaction involving a continuing action or
series of actions, the controlling facts change during the course of the transaction. See
Rev. Proc. 2016-1, § 11.05.

No ruling is granted as to whether Organization qualifies as an organization described in
§ 501(c) of the Code and/or § 509(a)(1) or (2) or (3) of the Code, and, except as
expressly provided above, no opinion is expressed or implied concerning the federal
income tax consequences of any other aspects of any transaction or item of income
described in this letter ruling.

This letter ruling is directed only to the taxpayer who requested it. Section 6110(k)(3) of
the Code provides that it may not be used or cited as precedent.

In accordance with the Power of Attorney on file with this office, a copy of this letter is
being sent to your authorized representative.

                                       Sincerely,



                                       Mary Jo Salins
                                       Acting Branch Chief
                                       Exempt Organizations Branch 1
                                       (Tax Exempt & Government Entities)




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