Foundation may divide its assets among related foundations and terminate

Plain-English summary

A private foundation whose directors disagreed about its operation proposed dividing all of its assets evenly among several existing or newly formed private foundations controlled by the same people. It would receive no consideration, pay reasonable formation and transaction expenses, transfer no current income, and notify the IRS of its termination only after the transfers were complete. The IRS ruled that the transfers would qualify under section 507(b)(2), would not produce net investment income, self-dealing, jeopardizing investments, or taxable expenditures, and would not require expenditure responsibility. Reasonable legal, accounting, and formation expenses would be qualifying distributions rather than taxable expenditures. If the foundation had no assets when it later gave termination notice, it would owe no section 507(c) termination tax and generally would not need to file later Forms 990-PF while inactive and assetless.

Ruling snapshot

• Question: May a private foundation divide all its assets among commonly controlled private foundations and then terminate without triggering the specified Chapter 42 excise taxes or a section 507(c) termination tax?
• Outcome: approved (all ten requested rulings were granted, subject to the stated facts and conditions)
• Key authorities: IRC §§ 170(c)(2)(B), 501(a), 501(c)(3), 507(a), 507(b)(2), 507(c), 509(a), 4940, 4941, 4942, 4944, 4945, 4946; Treas. Reg. §§ 1.507-3, 1.507-4, 1.507-7, 53.4942(a)-3, 53.4945-6, 53.4946-1; Rev. Rul. 2002-28

Full text (IRS public release)

 Internal Revenue Service                             Department of the Treasury
                                                      Washington, DC 20224

 Number: 202017026                                    Third Party Communication: None
 Release Date: 4/24/2020                              Date of Communication: Not Applicable
 Index Number: 501.00-00, 507.00-00,
               4940.00-00, 4941.00-00,                Person To Contact:
               4942.00-00, 4944.00-00,                --------------------, ID No. -----------------
               4945.00-00                             Telephone Number:
                                                      --------------------
 -------------------------------                      Refer Reply To:
 ----------------------------                         CC:EEE:EOET:EO3
 -------------------------------------                PLR-117441-19
 ----------------------------                         Date:
                                                      January 28, 2020




 Foundation       =    ----------------------------
 Year             =    -------
 X                =    ----
 Y                =    ------
 Z                =    ------
 State            =    -----------


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

      This is in response to the letter dated July 23, 2019, and additional submissions
dated October 15, 2019, and December 10, 2019, in which Foundation’s counsel
requested on behalf of Foundation rulings under sections 501, 507, 4940, 4941, 4942,
4944, and 4945 of the Internal Revenue Code.

BACKGROUND

       Foundation is recognized as an exempt organization described in section
501(c)(3) and classified as a private foundation under section 509(a). Foundation
represents that it is not a private operating foundation within the meaning of section
4942(j)(3). Foundation’s founder, who passed away in Year, was a substantial
contributor to Foundation within the meaning of section 507(d)(2).

       Foundation’s board of directors is composed of X people. Y of the directors are
the founder’s living children and the other director is unrelated to the founder and is

PLR-117441-19                                   2

Foundation’s primary attorney. The founder’s deceased daughter was also a director of
Foundation prior to her death.

        Due to disagreements on how to run Foundation, Foundation’s directors would
like to divide Foundation’s assets evenly among X separate transferees that either are
or will be organizations described in section 501(c)(3) and private foundations described
in section 509(a) (Transferees). Foundation will receive no consideration for the
amounts transferred to the Transferees, and none of the amounts transferred will be out
of current income.

       Z of the Transferees already exist. The other Transferees will be newly-formed
private foundations. Foundation represents that each of the Transferees are effectively
controlled (within the meaning of section 1.507-3(a)(2)(ii)) directly or indirectly, by the
same persons who effectively control Foundation.

       Foundation will pay all reasonable expenses in connection with forming the new
Transferees and in obtaining recognition of their tax-exempt status. Foundation
represents that the legal, accounting, and other expenses paid by Foundation in
connection with this ruling request, in creating the newly formed foundations, and in
effectuating the proposed transfers are reasonable, necessary, and consistent with
ordinary business care and prudence.

       After it transfers its assets to the Transferees, Foundation will terminate its
private foundation status and its existence as a nonprofit corporation under State law.
Foundation will notify the IRS of its termination no earlier than one day after the
proposed transfers have been made.

        Foundation represents that each of the Transferees will operate and maintain its
own status as a tax-exempt private foundation described in section 509(a) after the
transfer is made. Foundation also represents that it has not committed any willful
repeated acts (or failures to act), or any willful and flagrant act (or failure to act), giving
rise to liability under Chapter 42. Finally, Foundation represents that it does not have,
and will not have at the time of the proposed transfers, any outstanding transfers which
require expenditure responsibility under section 4945(d)(4)(B).

RULINGS REQUESTED, LAW, AND ANALYSIS

Requested Rulings 1 and 2:
  1) The proposed transfers will qualify as a transfer of assets described in section
     507(b)(2) and are not transfers described in section 507(a).
  2) None of the transferee foundations will be treated as newly created organizations
     as a result of the proposed transfers for purposes of applying section 507(b)(2)
     and Chapter 42 to Foundation.

PLR-117441-19                                   3

   Section 507(a) provides that, except as provided in subsection (b), the status of any
organization as a private foundation shall be terminated only if (1) it notifies the
Secretary of its intent to accomplish such a termination, or (2) with respect to such
organization, there have been either willful repeated acts (or failures to act), or a willful
and flagrant act (or failure to act), giving rise to liability for tax under Chapter 42, and the
Secretary notifies such organization that it is liable for the tax imposed by section
507(c), and either such organization pays the tax (or any portion not abated under
section 507(g)) or the entire amount of such tax is abated under section 507(g).

   Section 507(b)(2) provides that in the case of a transfer of assets of any private
foundation to another private foundation pursuant to any liquidation or other adjustment,
organization, or reorganization, the transferee foundation shall not be treated as a newly
created organization. A transfer described in section 507(b)(2) is referred to as a
“section 507(b)(2) transfer.”

    Treas. Reg. Sec. 1.507-3(c)(1) describes the terms “other adjustment, organization,
or reorganization” as including any significant distribution of assets to one or more
private foundations, other than transfers for full and adequate consideration or
distributions out of current income. The term “significant disposition of assets to one or
more private foundations” is defined by Treas. Reg. Sec. 1.507-3(c)(2) as any
disposition or series of dispositions where the aggregate value transferred is 25 percent
or more of the fair market value of the net assets of the transferor foundation at the
beginning of the taxable year.

    Foundation will transfer all of its assets to the Transferees. Foundation will not
receive any consideration for the amounts transferred, and none of the amounts will be
out of current income. Accordingly, provided that all of Foundation’s assets are
transferred to the Transferees in the same year, Foundation’s proposed transfer will
constitute a significant disposition of assets that will qualify as a section 507(b)(2)
transfer.

    Treas. Reg. Sec. 1.507-4(b) provides, in part, that a private foundation that makes
transfers described in section 507(b)(2) is “not subject to the tax imposed under section
507(c) with respect to such transfers unless the provisions of section 507(a) become
applicable.” Foundation has represented that it has not and will not notify the Secretary
of any intent to terminate its status as a private foundation within the meaning of section
507(a)(1) before the transfers take place and that it has not either committed willful
repeated acts (or failures to act) or committed a willful and flagrant act (or failure to act)
which gives rise to tax under Chapter 42 within the meaning of section 507(a)(2).

    Therefore, because the proposed transfers will be described in section 507(b)(2)
(provided that all of Foundation’s assets are transferred to the Transferees in the same
year) and because Foundation will not give the notice described in section 507(a)(1) or
be described in section 507(a)(2), Foundation's proposed transfer of assets to the

PLR-117441-19                                4

Transferees will not be described in section 507(a), and the Transferees will not be
treated as newly created organizations for this purpose.

    The conclusion that the Transferees will not be treated as newly created
organizations is reached herein only for purposes of responding to Foundation’s request
for the ruling that the proposed transfer will not subject Foundation to the tax imposed
by section 507(c) because the transfer will be described in section 507(b)(2). Section
6110(j)(3) provides, in part, that unless “the Secretary otherwise establishes by
regulations, a written determination may not be used or cited as precedent.” For this
purpose, section 6110(b)(1)(A) provides that a “written determination” generally means
“a ruling, determination letter, technical advice memorandum, or Chief Counsel advice.”
The request for rulings to which this letter is directed was submitted by Foundation, not
by the Transferees. Accordingly, the Transferees may not use or cite this letter as
precedent. See also, section 11.02 of Rev. Proc. 2019-1, 2019-1 I.R.B. 1.

Requested Ruling 3: The proposed transfers will not give rise to gross investment
income and will not result in the imposition of tax under section 4940.

       Section 4940(a) imposes an excise tax on a private foundation's net investment
income for the taxable year. Section 4940(c)(1) defines net investment income as the
amount by which the sum of the gross investment income and the capital gain net
income exceeds the deductions allowed under section 4940(c)(3). Section 4940(c)(2)
provides, in part, that for purposes of section 4940, the term “gross investment income”
means the gross amount of income from interest, dividends, rents, payments with
respect to securities loans, and royalties. Section 4940 does not define “capital gain net
income,” but section 4940(c)(1) provides that net investment income is generally
determined under the principles of subtitle A.

        Foundation proposes to distribute all of its assets to the Transferees. Foundation
will not receive any form of consideration for the proposed transfers, and thus will
receive no net income. Accordingly, the proposed transfers to the Transferees will not
result in the production of net investment income (including capital gains from a taxable
sale or disposition of property) and will not result in the imposition of tax under section
4940 on Foundation.

Requested Ruling 4: Foundation will not be deemed to have engaged in an act of self-
dealing under section 4941 in effectuating the proposed transfers and the transaction
contemplated herein, including the formation of the newly formed organizations and
Foundation’s payment of reasonable expenses to effect the transactions, provided the
Transferees are recognized by the IRS as organizations described in section 501(c)(3)
and exempt from tax under section 501(a).

      Section 4941(a)(1) imposes taxes on each act of self-dealing between a
disqualified person and a private foundation. Taxes are imposed on both the self-
dealers involved in an act of self-dealing and on any foundation managers who

PLR-117441-19                                  5

knowingly participate in an act of self-dealing. Even though section 4941 does not
impose a tax on a private foundation when an act of self-dealing occurs, a foundation
with respect to which there has been an act of self-dealing is required to report it to the
IRS on its annual information return, which is the Form 990-PF in this case.

       Section 4941(d)(1)(E) provides that the term “self-dealing” includes any direct or
indirect transfer to, or use by or for the benefit of, a disqualified person of the income or
assets of a private foundation. Section 4946(a)(1) defines the term “disqualified
person.” Treas. Reg. Sec. 53.4946-1(a)(8) provides that the term “disqualified person”
does not include organizations that are exempt under section 501(c)(3). Thus, the
Transferees, by definition, will not be disqualified persons with respect to Foundation.

        In situation 1 in Rev. Rul. 2002-28, 2002-1 C.B. 941, P is recognized as exempt
from federal income tax under section 501(c)(3) and is classified as a private foundation
under section 509(a). Pursuant to a plan of dissolution, after satisfying all of its
outstanding liabilities, P distributes all of its remaining assets in equal shares to X, Y,
and Z. Rev. Rul. 2002-28 states, in part, that the transfers in question are to section
501(c)(3) organizations, which are not treated as disqualified persons for purposes of
section 4941. Rev. Rul. 2002-28 concludes that the transfers do not constitute self-
dealing transactions and are not subject to tax under section 4941(a)(1). Additionally,
in situation 2 of Rev. Rul. 2002-28, the trustees of a charitable trust create a section
501(c)(3) private foundation and then the trust transfers all of its assets to the private
foundation; the ruling provides that the transaction does not constitute self-dealing and
is not subject to tax under section 4941.

       Foundation’s proposed transfer of assets to the Transferees, including the
formation of the newly formed organizations and Foundation’s payment of reasonable
expenses related to the transaction, will not constitute an act of self-dealing, provided
the Transferees are recognized by the IRS as organizations described in section
501(c)(3) and exempt from tax under section 501(a).

        With respect to the request for a ruling, this letter is directed to Foundation, and
not to the Transferees or any disqualified persons with respect to Foundation or the
Transferees. As previously stated, section 6110(j)(3) provides, in part, that unless “the
Secretary otherwise establishes by regulations, a written determination may not be used
or cited as precedent.” Accordingly, neither the Transferees nor any disqualified
persons with respect to Foundation or the Transferees may use or cite this letter as
precedent. See section 11.02 of Rev. Proc. 2019-1, supra.

Requested Ruling 5: The proposed transfers will not constitute investments that
jeopardize the charitable purposes of Foundation under section 4944.

      Section 4944(a)(1) imposes a tax on any amount invested by a private
foundation in a manner that jeopardizes the carrying out of any of the foundation's
exempt purposes.

PLR-117441-19                                   6

       Neither section 4944 nor the regulations thereunder define “invest” or
“investment.” However, in the context of applying sections 507(b)(2) and 4944 to a
transfer of all of a private foundation’s assets to one or more other private foundations,
Rev. Rul. 2002-28, supra, states that section 507(b)(2) transfers do not constitute
investments for purposes of section 4944.

      Accordingly, the proposed transfers will not constitute investments that
jeopardize Foundation's exempt purposes and will not be subject to tax under section
4944(a)(1).

Requested Ruling 6: Foundation’s payment of legal, accounting, and other expenses in
connection with the ruling request, creating the newly-formed organizations, and in
effectuating the proposed transfers will not constitute taxable expenditures under
section 4945. All such expenses will be considered qualifying distributions under
section 4942.

       Section 4942(g)(1)(A) and Treas. Reg. Sec. 53.4942(a)-3(a)(2)(i) provide, in part,
that the term “qualifying distribution” means any amount, including “reasonable and
necessary administrative expenses,” paid to accomplish one or more purposes
described in section 170(c)(1) or (2)(B). Section 170(c)(2)(B) lists the following
purposes: “religious, charitable, scientific, literary, or educational purposes, or testing for
public safety, to foster national or international amateur sports competition (but only if
no part of its activities involve the provision of athletic facilities or equipment), or for the
prevention of cruelty to children or animals.” These purposes are purposes listed in
section 501(c)(3). Thus, a grant by a private foundation to another organization
described in section 501(c)(3) ordinarily is an amount paid to accomplish a purpose
described in section 170(c)(2)(B) and may be considered to be a qualifying distribution.

        Foundation represents that the legal, accounting, and other expenses paid by
Foundation in connection with this ruling request, in creating the newly formed
foundations, and in effectuating the proposed transfers are reasonable, necessary, and
consistent with ordinary business care and prudence. Moreover, provided the amounts
will be paid from Foundation to another organization described in section 501(c)(3)
(presumably the Transferees), the amounts will be paid to accomplish one or more
purposes described in section 170(c)(2)(B). Therefore, such expenses will be
considered qualifying distributions under section 4942.

       Section 4945(a) imposes a tax on each “taxable expenditure” of a private
foundation. Section 4945(d)(5) provides that the term “taxable expenditure” includes
any amount paid or incurred by a private foundation for any purpose other than one
specified in section 170(c)(2)(B). Treas. Reg. Sec. 53.4945-6(b)(2) provides that legal,
administrative, and other expenses incurred by a private foundation are not taxable
expenditures if the foundation can demonstrate that such expenses were paid or
incurred in the good faith belief that they were reasonable and that the payment or
incurrence of such expenses in such amounts was consistent with ordinary business

PLR-117441-19                                 7

care and prudence. Foundation represents that the legal, accounting, and other
expenses paid by Foundation in connection with this ruling request, in creating the
newly formed foundations, and in effectuating the proposed transfers are reasonable,
necessary, and consistent with ordinary business care and prudence. Therefore, the
payments will not constitute taxable expenditures under section 4945.

Requested Ruling 7: The proposed transfers will not constitute taxable expenditures
under section 4945, and Foundation will not be required to exercise expenditure
responsibility as a result of the proposed transfers.

       Section 4945(a) imposes a tax on each “taxable expenditure” of a private
foundation. Section 4945(d)(4) provides that the term “taxable expenditure” includes
any amount paid or incurred by a private foundation as a grant to a private non-
operating foundation unless the grantor foundation exercises expenditure responsibility
with respect to such grant in accordance with section 4945(h).

        Treas. Reg. Sec. 53.4945-6(c)(3) allows a private foundation to transfer its
assets to exempt organizations described in section 501(c)(3), including private
foundations, pursuant to section 507(b)(2), without the transfers being taxable
expenditures under section 4945(d)(5) (expenditures for a non-charitable purpose).
Treas. Reg. Sec. 1.507-3(a)(9)(i) provides that if a private foundation transfers all of its
net assets to one or more private foundations which are effectively controlled (within the
meaning of § 1.482-1(a)(3)), directly or indirectly, by the same person or persons which
effectively controlled the transferor private foundation, for purposes of Chapter 42 and
part II of subchapter F of Chapter 1 of the Code (sections 507 through 509) such a
transferee private foundation shall be treated as if it were the transferor. Rev. Rul.
2002-28, supra, provides that because each transferor foundation transfers all of its
assets to private foundations effectively controlled by the same persons that effectively
control the transferor foundation, the transferee foundations are treated as if they were
the transferor for purposes of section 4945. Because the transferee foundations are
treated as though they were the transferor foundation rather than as recipients of
expenditure responsibility grants, there are no expenditure responsibility requirements
under section 4945 that must be exercised with respect to the transfers to the transferee
foundations.

        Foundation will transfer all of its assets to the Transferees. Foundation
represents that each of the Transferees are effectively controlled (within the meaning of
Treas. Reg. Sec. 1.507-3(a)(2)(ii)) directly or indirectly, by the same persons who
effectively control Foundation. Therefore, because the Transferees are treated as
though they were the transferor foundation rather than as recipients of expenditure
responsibility grants, Foundation will not be required to exercise expenditure
responsibility in connection with the proposed transfers.

PLR-117441-19                                    8

Requested Ruling 8: Following the transfers, Foundation will be eligible to terminate its
private foundation status through the voluntary termination procedures under section
507(a)(1).

        Section 507(a) provides that the status of any organization as a private
foundation shall be terminated only if: (1) such organization notifies the Secretary of its
intent to accomplish such termination, or (2) with respect to such organization, there
have been either willful repeated acts (or failures to act), or a willful and flagrant act (or
failure to act), giving rise to a liability for tax under Chapter 42, and the Secretary
notifies such organization that it is liable for the tax imposed by section 507(c). Under
sections 507(a)(1) and (2), the organization's private foundation status is terminated
when the organization pays the tax imposed by section 507(c) or the entire amount of
such tax is abated under section 507(g).

        Foundation represents that it has not committed any willful repeated acts (or
failures to act), or a willful and flagrant act (or failure to act), giving rise to a liability for
tax under Chapter 42. Foundation will notify the IRS of its termination no earlier than
one day after the proposed transfers have been made. Therefore, following the
transfers, Foundation will be eligible to voluntarily terminate its private foundation status
through the voluntary termination procedures under section 507(a)(1).

Requested Ruling 9: Pursuant to section 1.507-7(b)(1) of the regulations, for purposes
of calculating the termination tax pursuant to section 507(c), the date for determining the
value of Foundation’s assets shall be the date proper notification is given; and provided
that such notice is given at least one day after the completion of the proposed transfers,
there shall be no termination tax due from Foundation, provided that Foundation has no
assets at the time of the termination of its private foundation status.

    Section 507(a) provides generally that the status of an organization as a private
foundation shall be terminated only if the organization notifies the Secretary of its intent
to terminate (or the Secretary notifies the organization that it is liable for the section
507(c) termination tax by reason of willful repeated acts or a willful and flagrant act
giving rise to liability for tax under chapter 42), and the organization pays the tax (or any
portion of tax not abated under section 507(g)).

    Treas. Reg. Sec. 1.507-4(b) provides, in part, that a private foundation that makes
transfers described in section 507(b)(2) is “not subject to the tax imposed under section
507(c) with respect to such transfers unless the provisions of section 507(a) become
applicable.”

   Treas. Reg. Sec. 1.507-7(b)(1) states that in the case of a termination under section
507(a)(1), the date referred to in Treas. Reg. Sec. 1.507-7(a)(1), for purposes of
determining the value of net assets, shall be the date on which the terminating
foundation gives the notification described in section 507(a)(1).

PLR-117441-19                                 9

      Foundation has represented that it has not notified and will notify the Secretary of
any intent to terminate its status as a private foundation within the meaning of section
507(a)(1) no earlier than one day after the transfers take place and that it has not either
committed willful repeated acts (or failures to act) or committed a willful and flagrant act
(or failure to act) which gives rise to tax under Chapter 42 within the meaning of section
507(a)(2). Thus, there will be no termination of private foundation status as a result of
the transfers and no termination tax.

   However, after it transfers all of its assets to the Transferees, Foundation will
terminate its private foundation status and its existence as a nonprofit corporation under
State law. Foundation will notify the IRS of its termination of private foundation status
no earlier than one day after the proposed transfers have been made. As long as
Foundation has no assets at the time of termination, Foundation shall owe no
termination tax.

Requested Ruling 10: Assuming Foundation includes the required information regarding
the proposed transfers with its Form 990-PF for its taxable year in which the proposed
transfers occur, and further assuming that subsequent to such taxable year Foundation
has neither legal nor equitable title to any assets and engages in no activity, Foundation
will not be required to file Form 990-PF for any taxable year subsequent to the taxable
year in which the proposed transfers occur, so long as Foundation has no assets.

    Rev. Rul. 2002-28, supra, holds that a private foundation that has disposed of all of
its assets and terminates its private foundation status is required to file a Form 990-PF
for the taxable year of the transfers, but is not required to file a Form 990-PF for
subsequent taxable years during which it does not have equitable title to any assets and
does not engage in any activity. See sections 6033(a)(1) and 6043(b), and Treas. Reg.
Sec. 1.507-1(b)(9) and 1.507-3(a)(10). Therefore, Foundation will not be required to file
Form 990-PF for any taxable year subsequent to the taxable year in which the proposed
transfers occur, as long as it has no assets and engages in no activity.

RULINGS

    Based on the foregoing, and assuming the accuracy of the facts and representations
set forth herein, we rule as follows:

   1) The proposed transfers will qualify as a transfer of assets described in section
      507(b)(2) and are not transfers described in section 507(a).
   2) None of the transferee foundations will be treated as newly created organizations
      as a result of the proposed transfers for purposes of applying section 507(b)(2)
      and Chapter 42 to Foundation.
   3) The proposed transfers will not give rise to gross investment income and will not
      result in the imposition of tax under section 4940.
   4) Foundation will not be deemed to have engaged in an act of self-dealing under
      section 4941 in effectuating the proposed transfers and the transaction

PLR-117441-19                                 10

      contemplated herein, including the formation of the newly formed organizations
      and Foundation’s payment of reasonable expenses to effect the transactions,
      provided the Transferees are recognized by the IRS as organizations described
      in section 501(c)(3) and exempt from tax under section 501(a).
   5) The proposed transfers will not constitute investments that jeopardize the
      charitable purposes of Foundation under section 4944.
   6) Foundation’s payment of legal, accounting, and other expenses in connection
      with the ruling request, creating the newly-formed organizations, and in
      effectuating the proposed transfers will not constitute taxable expenditures under
      section 4945. All such expenses will be considered qualifying distributions under
      section 4942.
   7) The proposed transfers will not constitute taxable expenditures under section
      4945, and Foundation will not be required to exercise expenditure responsibility
      as a result of the proposed transfers.
   8) Following the transfers, Foundation will be eligible to terminate its private
      foundation status through the voluntary termination procedures under section
      507(a)(1).
   9) Pursuant to section 1.507-7(b)(1) of the regulations, for purposes of calculating
      the termination tax pursuant to section 507(c), the date for determining the value
      of Foundation’s assets shall be the date proper notification is given; and provided
      that such notice is given at least one day after the completion of the proposed
      transfers, there shall be no termination tax due from Foundation, provided that
      Foundation has no assets at the time of the termination of its private foundation
      status.
   10) Assuming Foundation includes the required information regarding the proposed
      transfers with its Form 990-PF for its taxable year in which the proposed
      transfers occur, and further assuming that subsequent to such taxable year
      Foundation has neither legal nor equitable title to any assets and engages in no
      activity, Foundation will not be required to file Form 990-PF for any taxable year
      subsequent to the taxable year in which the proposed transfers occur, so long as
      Foundation has no assets and engages in no activity.

        The rulings contained in this letter are based upon information and
representations submitted by or on behalf of Foundation and accompanied by a penalty
of perjury statement executed by an individual with authority to bind Foundation, and
upon the understanding that there will be no material changes in the facts. While this
office has not verified any of the material submitted in support of the request for a ruling,
it 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. 2019-1, section 11.05,
supra.

PLR-117441-19                                  11

       This letter does not address the applicability of any section of the Code or
Regulations to the facts submitted other than with respect to the sections specifically
described, and, except as expressly provided in this letter, no opinion is expressed or
implied concerning the tax consequences of any aspects of any transaction or item of
income discussed or referenced in this letter.

        Because it could help resolve questions concerning federal income tax status,
this letter should be kept in Foundation’s permanent records.

        A copy of this letter must be attached to any tax return to which it is relevant.
Alternatively, if Foundation files a return electronically, this requirement may be satisfied
by attaching a statement to the return that provides the date and control number of this
letter.

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

       This ruling letter is directed only to Foundation. Section 6110(k)(3) provides that
it may not be used or cited as precedent.

                                           Sincerely,




                                           Virginia Richardson
                                           Senior Tax Law Specialist
                                           Office of the Chief Counsel
                                           (Employee Benefits, Exempt Organizations, and
                                           Employment Taxes)