internal_revenue_service number release date index number ---------------------- ------------------------------------------ --------------------------------------------------- ----------------------- -------------- ---------------------------- department of the treasury washington dc third party communication none date of communication not applicable_person to contact -------------------------- id no ------------- telephone number --------------------- refer reply to cc corp plr-137748-08 date date ty ------------- ty ------------- legend distributing controlled holding lp holding gp dre dre dre --------------------------------------------------------- --------------------------------------------------------- ----------------------- --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- ----------------------- --------------------------------------------------------- --------------------------------------------------------- ----------------------- --------------------------------------------------------- --------------------------------------------------------- ----------------------- ------------------------------ --------------------------------------------------- ------------------------------- -------------------------------------------------- --------------------------------------------------------- ----------------------------------------- plr-137748-08 lp lp lp lp lp other controlled shareholders manager company company finance company finance company finance company --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- ----------------------- --------------------------------------------------------- --------------------------------------------------------- ----------------------- 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--------------------------------------------------------- --------------------------------------------------------- ----------------------- plr-137748-08 investor investor new holding lp new holding gp new holdco new holdco new holdco new holdco new holdco new holdco business a date a date b date c a b --------------------------------------------------------- ----------- -------------------------- --------------------------------------------------------- --------------------------------------------------------- ----------------------- --------------------------------------------------------- --------------------------------------------------------- ----------------------- --------------------------------------------------------- --------------------------------------------------------- ----------------------- --------------------------------------------------------- ------------------------------- --------------------------------------------------------- ------------------------------- --------------------------------------------------------- ------------------------------- --------------------------------------------------------- -------------------------------- --------------------------------------------------------- ------------------------------------------------ ---------------------------------------------- -------------------------- ------------------- ------------------- ----------------------------- ----------------------------- plr-137748-08 c d e f g h i j k dollar_figurel dollar_figurem dollar_figuren dollar_figureo p q r s t u v w x --------------------------- --------------------------- ----------------------------- --------------------------- --------------------------- --------------------------- ------------------------- ------------------------- --------------------------- ------------------ -------------- ------------------ ------------------ ---------- ---------- --------- ------- ------------------------------- ------------------------------- ------------------ ----- ------------- plr-137748-08 y z aa bb cc dd ee ff gg -------------- ------------- ------- --------------------------------- --------------------------- -------------------------------------- ----------------------------------- -- ----------------- dear -------------- this letter responds to your date letter requesting that we supplement our letter rulings dated date plr plr and date plr plr the prior rulings the information submitted for consideration in this supplemental request is summarized below capitalized terms not defined in this ruling have the meanings assigned to them in the prior rulings the ruling contained in this letter is based on facts and representations submitted by the taxpayers and accompanied by penalty of perjury statements executed by the appropriate parties this office has not verified any of the materials submitted in support of the request for a ruling verification of the information representations and other data may be required as part of the audit process in particular this office has not reviewed any information and has not made any determination regarding i whether internal distribution internal distribution and the share exchange satisfy the business_purpose requirement of sec_1_355-2 of the income_tax regulations ii whether the proposed transactions are being used principally as a device for the distribution of the earnings_and_profits of the distributing_corporation or the controlled_corporation or both see sec_355 of the internal_revenue_code and sec_1_355-2 or iii whether internal distribution internal distribution or the share exchange are part of a plan or series of related transactions pursuant to which one or more persons acquire directly or indirectly stock plr-137748-08 representing a 50-percent_or_greater_interest in the distributing or controlled corporations see sec_355 and sec_1_355-7 the prior rulings address certain federal_income_tax consequences of certain transactions under sec_355 and sec_368 of the internal_revenue_code and other code provisions except as modified below the representations and caveats set forth in the prior rulings remain in effect for purposes of this supplemental ruling letter summary of supplemental facts distributing is a publicly traded holding_company with a single class of stock outstanding voting common_stock distributing is the common parent of an affiliated_group_of_corporations that files a consolidated federal_income_tax return from the completion of the share exchange on date a until the time of the combination described below controlled was the common parent_corporation of an affiliated_group_of_corporations that filed a consolidated federal_income_tax return controlled is a holding_company with a single class of stock outstanding voting common_stock controlled through its subsidiaries is engaged in business a at the time of the controlled contribution described below the stock in controlled was owned as follows lp1 through a disregarded_entity owned approximately p of the stock lp2 through a disregarded_entity owned approximately q of the stock lp3 through a disregarded_entity owned approximately r of the stock and the other controlled shareholders owned the remaining approximately s of the stock at the time of the holding contribution described below new holding lp owned directly or indirectly all the interests in holding lp a disregarded_entity and holding lp directly owned all of the stock in company engaged in business a the limited_partner interests in new holding lp entitled to an aggregate of a of the capital and profits of new holding lp were owned b by lp c by lp d by manager e by investor and f by investor and certain current and former employees of holding lp and its subsidiaries the general_partner interest in new holding lp entitled to g of the capital and profits of new holding lp was owned by new holding gp the limited_liability_company interests in new holding gp entitled to all of the capital and profits of new holding gp were owned h by lp i by lp j by manager and k by investor on date a distributing distributed all of the stock in controlled to dre dre and dre disregarded wholly-owned subsidiaries of lp lp and lp respectively and to the other controlled shareholders in exchange for distributing stock in the share exchange in connection with the proposed transactions distributing lp lp and lp received the prior rulings to the effect that among other things the contribution as defined in the prior rulings together with the share on or about date b and date c holding lp which had also owned all the stock in company distributed the stock in company to new holding lp plr-137748-08 exchange would qualify as a reorganization under sec_368 see plr plr plr plr supplemental transactions on date b and date c subsequent to the issuance of the prior rulings and as part of a single_plan of combination the taxpayers completed the following transactions combination i new holding lp contributed all of the limited_partner interests in holding lp and all of the limited_liability_company interests in holding gp both disregarded entities to finance company a newly-formed corporation and a direct wholly-owned subsidiary of new holding lp finance company in turn contributed such interests to finance company a newly-formed corporation and a direct wholly- owned subsidiary of finance company finance company in turn contributed such interests to finance company a newly-formed corporation and a direct wholly- owned subsidiary of finance company ii new holding lp contributed all of the stock of finance company to new holdco a newly-formed corporation solely in exchange for t of the common_stock of new holdco the holding contribution iii concurrently the shareholders of controlled contributed all of the stock of controlled to new holdco solely in exchange for u in the aggregate of the common_stock of new holdco the controlled contribution the controlled contribution together with the holding contribution and the lp equity contribution as defined below are referred to as the new holdco contributions in the case of lp lp and lp the controlled contribution took the form of a contribution by the applicable lp of all of the interests in its disregarded holding_company that owns stock of controlled for example lp contributed to new holdco all of the interests in dre iv immediately after the new holdco contributions new holdco contributed all of the property that it received in the new holdco contributions to new holdco a newly-formed corporation and a direct wholly-owned subsidiary of new holdco new holdco in turn contributed such property to new holdco a newly- formed corporation and a direct wholly-owned subsidiary of new holdco a committee of significant investors in each of lp lp lp lp and lp each an investment review committee has approved a valuation of dollar_figurel for the aggregate outstanding equity interests of holding lp and has further approved an allocation of dollar_figurem to the outstanding_stock of company and dollar_figuren to the outstanding_stock of company each investment review committee also has approved a valuation of dollar_figureo for the outstanding_stock of controlled plr-137748-08 v immediately thereafter new holdco contributed all of the stock of controlled that it owned directly and all of the interests in dre dre and dre to new holdco a newly-formed corporation and a direct wholly-owned subsidiary of new holdco new holdco in turn contributed all such interests to new holdco a newly-formed corporation and a direct wholly-owned subsidiary of new holdco new holdco contributed all such interests to its wholly-owned disregarded subsidiary new holdco vi at the closing of the combination finance company borrowed approximately dollar_figurev from unrelated third party banks under a credit agreement dated date b by and among finance company as borrower and the several lenders from time to time party thereto the new bridge debt the new bridge debt has a term of w days subject_to a possible extension of up to one year in the case of a portion of the new bridge debt a variable interest rate based on the prime rate or the eurodollar rate and is unsecured lp and lp each provided a guarantee of the new bridge debt in the maximum amount of dollar_figurex million and dollar_figurey million respectively vii in addition finance company issued dollar_figurez in principal_amount of aa subordinated notes to lp the new lp notes in connection with the issuance of the new lp notes lp made an equity contribution of dollar_figurebb to new holdco in exchange for cc of the common_stock in new holdco the lp equity contribution viii the proceeds of the new bridge debt and the new lp notes were used as follows a dollar_figuredd was loaned by finance company to a wholly-owned indirect subsidiary through an intercompany loan to repay existing indebtedness b dollar_figureee was placed by finance company in an interest-bearing account that is intended to secure the payment of interest on the new bridge debt and c the remaining amounts were used to pay fees and expenses of the parties and the lenders ix in connection with the closing of the combination new holdco adopted a stockholders agreement to which lp lp lp lp in respect of its direct holding in new holdco new holding lp and the other direct holders of stock in new holdco are parties in addition lp lp manager and investor are parties to the stockholders agreement substantially as if each held directly the percentage of the stock of new holdco held by each through new holding lp under the stockholders agreement the board_of directors of new holdco consists of one director designated by each of lp lp lp lp and lp each an lp and collectively the lps five directors ff directors designated by investor and one additional director who is a member of management and who is designated by the lps on any matter considered by the board each of the five directors designated by an lp will be entitled to cast votes representing a percentage of the total voting power of the board equal to the percentage share of the stock of new holdco owned at the time directly or indirectly by the lp designating that director for this purpose lp5 will take into account its acquisition of cc of the shares in new holdco on any matter considered by the board the directors designated by investor will be entitled to cast plr-137748-08 votes in the aggregate representing a percentage of the total voting power of the board equal to the percentage share of the stock of new holdco owned at the time directly or indirectly by investor the remaining voting power of the board representing only approximately gg is held by the management director x in connection with the combination new holdco adopted a stock_option plan the option plan the option plan provides for the grant of nonqualified options to acquire the common_stock of new holdco options on customary terms and conditions to employees of or other service providers to new holdco and its subsidiaries grantees in connection with the grantee's performance of services as an employee director or independent_contractor of or to new holdco and its subsidiaries in each case the option will be nontransferable within the meaning of sec_1_83-3 the option will not have a readily_ascertainable_fair_market_value as defined in sec_1_83-7 and the acquisition of stock if any by the grantee on the exercise of the option will be subject_to sec_83 in each case the stock acquired by a grantee on the exercise of an option will not be excessive by reference to the services performed by the grantee apart from the potential effect of the coordinating group rules of sec_1 h no grantee will be a controlling shareholder of controlled within the meaning of sec_1_355-7 or a ten percent shareholder of controlled within the meaning of sec_1 h no option will be issued transferred or listed with a principal purpose to avoid the application of sec_355 xi certain of the grantees who are senior employees of company were limited partners in holding lp and became limited partners in new holding lp as a result of the combination these grantees were parties to the limited_partnership agreement of holding lp and are subject_to the limited_partnership agreement of new holding lp to each of which lp and lp also are parties xii no grantee is a party to the stockholders agreement in his capacity as a grantee or otherwise xiii each option will be exercisable for common_stock of new holdco only at and after the time of an initial_public_offering of the common_stock of new holdco if prior to the occurrence of an initial_public_offering there is a sale of new holdco then the option if then vested will be converted into a right to receive an amount in cash equal to the difference between the fair_market_value of the common_stock for which the option is exercisable and the strike_price of the option if prior to the occurrence of an initial_public_offering the employment of a grantee with new holdco and its subsidiaries terminates for any reason then the option if then vested will be converted into a right to receive an amount in cash equal to the difference between the fair_market_value of the common_stock for which the option is exercisable and the strike_price of the option xiv at the time of an initial_public_offering of the stock of new holdco new holding lp will distribute to any grantee that is a partner in new holding lp his plr-137748-08 proportionate share of the stock of new holdco held by new holding lp and the stockholder’s agreement will be terminated xv after completion of the combination and only if the taxpayers receive certain additional rulings under sec_355 the taxpayers contemplate that they would transfer company to new holdco supplemental representations distributing controlled new holding lp and the lps as applicable make the following representations except as described below no acquisition of stock of distributing or controlled of sub or company or of sub or company including any predecessor or successor of each such corporation occurred or will occur pursuant to a plan or series of related transactions within the meaning of sec_355 that includes the share exchange internal distribution or internal distribution respectively each of the following acquisitions of stock of controlled including any predecessor or successor is or may be part of a plan or series of related transactions within the meaning of sec_1_355-7 that includes the share exchange internal distribution or internal distribution the indirect acquisitions of stock in controlled by new holding lp the partners of new holding lp and lp resulting from the combination and if it occurs the proposed transfer of company to new holdco1 taking all of these acquisitions into account stock representing a 50-percent_or_greater_interest within the meaning of sec_355 in distributing or controlled including any predecessor or successor of any such corporation will not be acquired by any person or persons new holding lp and the lps contemplate that they may ultimately exit their position in new holdco through an initial_public_offering of the stock of new holdco however there has been no agreement understanding arrangement or substantial negotiations within the meaning of sec_1_355-7 concerning any such initial_public_offering supplemental ruling based on the information and representations set forth herein and submitted with the prior rulings we rule as follows the combination will not affect the continuing validity of the prior rulings plr-137748-08 caveats no opinion is expressed about the tax treatment of the combination or the proposed transactions in the prior rulings under other provisions of the code or regulations or the tax treatment of any conditions existing at the time of or effects resulting from the combination or the proposed transactions that are not specifically covered by the above ruling or by the prior rulings in particular no opinion is expressed regarding i whether internal distribution internal distribution and the share exchange satisfy the business_purpose requirement of sec_1_355-2 ii whether the proposed transactions are being used principally as a device for the distribution of the earnings_and_profits of any of the distributing or controlled corporations see sec_355 and sec_1_355-2 and iii whether internal distribution internal distribution or the share exchange are acquisitions that are part of a plan or series of related transactions under sec_355 procedural statements this ruling is directed only to the taxpayers requesting it sec_6110 provides that it may not be used or cited as precedent a copy of this letter must be attached to any income_tax return to which it is relevant alternatively taxpayers filing their returns electronically may satisfy this requirement by attaching a statement to their return that provides the date and control number of the letter_ruling in accordance with the power_of_attorney on file in this office a copy of this ruling letter will be sent to the taxpayers' authorized representatives sincerely mary e goode senior counsel branch office of associate chief_counsel corporate cc


department of the treasury internal_revenue_service washington d c t a x e x e m p t a n d g o v e r n m e n t e n t i t i e s d i v i s i o n contact person telephone number identification_number release number release date date date legend state v w y dear consequences relating to the proposed transaction described below you are exempt from federal_income_tax under sec_501 of the internal_revenue_code hereafter code you are a cooperative under the laws of state you have approximately v active patron accounts in the northwestern part of state your members elect the board_of trustees on a one member one vote basis the margins from the patronage-sourced income are allocated to members in the form of capital credits on the basis of their patronage for that year pursuant to article vii sec_2 of the bylaws the books_and_records are set up in a manner that at the end of each fiscal_year the amount of capital if any so furnished by each patron is clearly reflected and credited in an appropriate record to the capital_account of each patron at the end of each fiscal_year each patron will be notified of his patronage balance as of date your organization had a total capital of w of which y consisted of unredeemed patronage capital credits that had been previously allocated presently you are retiring the previously allocated patronage capital over a period of not more than years you propose to retire the current patronage allocations to current and former members on an accelerated basis this retirement would occur through a payment to the members that we have considered your ruling_request dated date regarding the tax would reflect a discount from the stated amount of the allocated payment the proposed redemption program is voluntary under the proposed retirement program you will retire capital credits earlier than the current holding_period or cycle the capital credits would be paid on a discount you propose to calculate the annual discount rate using the 20-year u s treasury bond as a benchmark and then adding to this rate an appropriate risk premium as determined by your board_of trustees you have proposed certain changes to your bylaws following ratification by the members the board_of trustees in its sole discretion may establish an equity discounting program whereby all or partial balances of existing allocated patronage capital may be paid in cash at a discount to members patrons or former members patrons the annual discount rate to be applied for each year of early redemption will be established at year-end by the board_of trustees based on your estimated cost of patronage capital in the sole discretion of the board_of trustees each member patron departing member patron former member patron and deceased member’s patron’s estate may be offered the option to receive the discounted value of their cumulative allocated patronage capital or in the discretion of the board a limited number of years or year you will keep records for each participant to include name amount not redeemed and last_known_address members patrons and former members patrons will be given the option of participating in the discounting program the board_of trustees may suspend the discounting program if in their sole judgment such action is in the best interests of your organization you have requested the following rulings a following the proposed modification of your bylaws with member ratification you will be operating_on_a_cooperative_basis and will not jeopardize your tax-exempt status under sec_501 of the code b your proposed discounting of equity_capital is consistent with the requirements of revrul_72_36 and will not constitute a forfeiture of patronage capital c the proposed methodology for determining the discount rate is consistent with the precepts of cooperative tax law and if reasonably applied is within the board_of trustees’ discretion law sec_501 of the code provides for the exemption from federal_income_tax of benevolent_life_insurance_associations of a purely local character mutual_ditch_or_irrigation_companies mutual_or_cooperative_telephone_companies or like organizations but only if percent or more of the income consists of amounts collected from members for the sole purpose of meeting losses_and_expenses revrul_72_36 1972_1_cb_151 describes certain basic characteristics an organization must have in order to be a cooperative organization described in sec_501 of the code these characteristics include the following a cooperative must keep adequate_records of each member’s rights and interest in the assets of the organization a cooperative must not retain more funds than it needs to meet current losses_and_expenses the rights and interests of members in the organization’s savings must be determined in proportion to their business with the organization a member’s rights and interests may not be forfeited upon the withdrawal or termination of membership upon dissolution gains from the liquidation of assets should be distributed to all current and former members in proportion to the value or quantity of business that each did with the cooperative over the years 44_tc_305 acq 1966_1_cb_3 the court stated that an organization must meet certain common_law requirements in order to be a cooperative these common_law requirements include democratic control of the organization by members the organization operates at cost for the benefit of members and the contributors of capital to the organization do not control or receive most of the pecuniary benefits of the organization’s operations ie subordination of capital discussion sec_501 of the code provides for the federal tax exemption of electric cooperatives including other cooperative organizations not relevant here while the term cooperative is not defined in sec_501 or the regulations thereunder a cooperative has been traditionally and historically defined as a voluntary membership business organization that is organized in response to the economic needs of and to perform services for its members and not to realize monetary gains as a separate legal entity a cooperative is organized and operated for the benefit of and is democratically controlled by its members see 44_tc_305 acq 1966_1_cb_3 hence to qualify for exemption under sec_501 an organization must be a cooperative and organize and operate as such puget sound plywood supra describes the principles that are fundamental to the organization and operation of cooperatives they are democratic control by the members operation at cost and subordination of capital these principles apply to organizations described in sec_501 democratic control requires that the cooperative be governed by members and on a one- member one-vote basis each member has a single vote regardless of the amount of business he or she does with the organization the issue of democratic control is a question of fact operation at cost requires that the cooperative’s net_earnings or savings derived from furnishing services in excess of costs and expenses be returned to its members in proportion to the amount of business conducted with them this principle ensures that a cooperative’s net savings from members are returned to members in proportion to the amount of business each transacts with the cooperative a cooperative satisfies this requirement by making periodic allocations of patronage to members subordination of capital has two requirements first control of the cooperative and ownership of the pecuniary benefits arising from the cooperative’s business remains in the hands of the members rather than with non-patron equity investors second the returns on equity investments must be limited hence the net savings that accrue to the cooperative from the business activities it transacts with its members will largely inure to the benefit of those members rather than to its equity investors the rationale for these limitations is to ensure that the cooperative remains faithful to its purpose-providing services at the lowest possible prices or highest possible prices for a marketing_cooperative to its members and not to realize profits for capital if it were otherwise the emphasis then would likely be on protection of returns of equity_capital rather than services to members and this would destroy the basic purpose of cooperatives see puget sound plywood supra revrul_72_36 supra also describes additional requirements that are fundamental to the organization and operations of cooperatives described in sec_501 revrul_72_36 requires that a member’s rights and interest in the assets of a cooperative cannot be forfeited upon termination of membership it also requires that upon dissolution a cooperative must distribute any gains from the sales of its assets to those who were members during the period that the assets were owned sec_501 provides that a cooperative exempt under this code section must derive percent or more of its income from members for the sole purpose of meeting losses_and_expenses in order to qualify for and maintain tax exemption the percent member income test requires that percent or more of the cooperative’s income be derived from members and used to pay for services listed in sec_501 see revrul_2002_54 and revrul_2002_55 2002_37_irb_527 date in each particular tax_year a cooperative must combine all income under this test the cooperative is not tax-exempt under sec_501 of the code if less than percent of its income is derived from members and used to pay for services listed in sec_501 if the cooperative is not exempt under sec_501 it is a non-exempt taxable cooperative its income is taxable in the same manner as the income of a taxable corporation but with one exception the exception is that the income attributable to business done with or for members or patrons is deductible from the income of the cooperative in order for the income to be patronage source and deductible from gross_income the income must be produced by a transaction directly related to the cooperative’s enterprise so that the transaction facilitates the cooperative’s carrying on of that enterprise see farmland industries inc v commissioner 78_tcm_846 acq aod in the case of an electric cooperative patronage source income includes the refunds of part of the prices initially paid_by members or patrons for electricity service obtained through the cooperative in order to deduct patronage source income from gross_income an electric cooperative must allocate the patronage source income to the members or patrons in proportion to their patronage see generally 31_tc_674 a fundamental tenet of cooperative operation is that the earnings_of a cooperative are allocated and ultimately distributed to its members based on the amount of business patronage done with those members the amount a cooperative_member pays for the cooperative’s services less the cost of providing such services is allocated to the member thus the presumption is that the cooperative’s services are provided at cost to the members but it is impractical for such a cooperative to return immediately all the amounts or earnings to its members because the cooperative needs to have reserves in order to operate meet unexpected expenses or to expand these amounts or earnings are held by the cooperative for a certain period of time as prescribed by the cooperative’s bylaws and are allocated as capital credits to accounts kept for each member these capital credits are returned to the members or former members when the cooperative redeems them ie sends a check for the amount of the capital credits at the end of the prescribed time you are proposing to revise your bylaws to provide for the redemption of capital credits at a discount the redemption program will provide for the redemption of your current and former members’ capital credit accounts earlier than a cycle of years the redemption is at a discount ie the capital credits are not paid on the face value of the accounts but at the present_value you will transfer the difference between the discounted amount and the original amount in the capital credit accounts to your net savings account the redemption program will be voluntary for current or former members the primary issue raised by the operation of the redemption program is whether it violates any of the cooperative requirements described in puget sound plywood supra and revrul_72_36 the cooperative principle of democratic control by members is satisfied because the redemption of capital credits at discount will not affect member voting rights or governing rights we point out not only that the proposed redemption program would be optional for present and former members patrons in addition should current members be dissatisfied with the proposed redemption program they may effect change by electing new board members we also note that the cooperative and its board_of trustees and management has fiduciary duties to the former members and the former members can enforce their rights in the courts see 78_tc_894 the cooperative principle of operating at cost is satisfied because the members’ right to receive the excess ie capital credits over the cost of electricity service is also not adversely affected the cooperative principle of subordination of capital is satisfied because the proposed redemption program does not adversely affect the members’ control and ownership of the cooperative assets the cooperative requirement that there is no forfeiture of former members’ rights to assets of the cooperative is not violated specifically the redemption program permits members and former members to receive the present_value of their capital credit accounts ie patronage savings at a date earlier than a 20-year holding_period or cycle the discount rate is in accordance with the prevailing market rate accordingly based on the foregoing facts and circumstances we rule as follows a following the proposed modification of your bylaws with member ratification you will be operating_on_a_cooperative_basis and will not jeopardize your tax-exempt status under sec_501 of the code assuming you continue to meet the percent member income test provided in sec_501 b your proposed discounting of equity_capital is consistent with the requirements of revrul_72_36 and will not constitute a forfeiture of patronage capital c the proposed methodology for determining the discount rate is consistent with the precepts of cooperative tax law and if reasonably applied is within the board_of trustees’ discretion this ruling is based on the understanding that there will be no material changes in the facts and representation upon which it is based except as we have ruled herein we express no opinion as the tax consequences of the transactions under other sections of the code and income_tax regulations this ruling will be made available for public inspection under sec_6110 of the code after certain deletions of identifying information are made for details see enclosed notice 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 if you disagree with our proposed deletions you should follow the instructions in notice pursuant to a power_of_attorney on file in this office a copy of this letter is being sent to your authorized representative a copy of this letter should be kept in your permanent records this ruling is directed only to the organization that requested it sec_6110 of the internal_revenue_code provides that it may not be used or cited by others as precedent if you have any questions about this ruling please contact the person whose name and telephone number are shown in the heading of this letter enclosure notice robert c harper jr manager exempt_organizations technical group sincerely