Foreign charitable grants receive favorable excise tax rulings

Plain-English summary

A private foundation proposed grants to two foreign charitable organizations that would independently select secondary grantees for projects serving disadvantaged elderly people, children, teenagers, and other individuals. The foundation would not earmark funds or control the secondary-grantee selections, and overlapping directors represented only a minority of each foreign organization's board. It would conduct pre-grant inquiries, use written grant agreements, keep funds in separate charitable-purpose accounts, obtain reports, and exercise expenditure responsibility. The IRS ruled that the grants would be amounts paid for charitable purposes and qualifying distributions under IRC § 4942. It also ruled that the grants would not be taxable expenditures under § 4945 and would not create acts of self-dealing under § 4941. Those conclusions depend on the submitted facts, including that foundation insiders receive no benefit beyond possible incidental public recognition.

Ruling snapshot

• Question: How will grants to two foreign organizations that independently fund secondary charities be treated under the private-foundation rules?
• Outcome: Approved, as charitable payments and qualifying distributions that are neither taxable expenditures nor acts of self-dealing
• Key authorities: IRC §§ 170(c)(2)(B), 501(c)(3), 4941, 4942, 4945, 4946; Treas. Reg. §§ 53.4941(d)-2, 53.4942(a)-3, 53.4945-5

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202531009 Third Party Communication: None
Release Date: 8/1/2025 Date of Communication: Not Applicable
Index Number: 501.00-00, 4941.00-00,
4942.00-00, 4945.00-00 Person To Contact:
-------------------------, ID No. -----------------
--------------------------------- -----------------------------------------------------
------------------------------------------- Telephone Number:
------------------------------------- ---------------------
------------------------- Refer Reply To:
CC:EEE:EOET:EO2
PLR-120963-24
Date:
May 05, 2025

Legend

Foundation = ---------------------------------
State = ---------
Region = ------------------
Foreign Country = -------------
Year 1 = -------
Year 2 = -------
Year 3 = -------
A = --------------------------------------------
B = --------------------------------------------
C = ----------------------------------------------------------
----------------
D = -------------------------------------

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

This letter responds to a letter from your authorized representative, dated October 29,
2024, requesting rulings under sections 501, 4941, 4942, and 49451 with respect to
certain grants planned to be made by Foundation, as more fully set forth below.

FACTS
Foundation is a not-for-profit corporation incorporated in State in Year 1. Foundation
was recognized by the Internal Revenue Service as an organization described in
section 501(c)(3) and classified as a private foundation under section 509(a).
Foundation is a non-member entity that is governed by a board of directors.
Foundation’s purposes include improving the health and welfare of economically
disadvantaged elders and promoting education and access to the arts. Foundation
engages with charitable organizations and religious communities in Region, primarily

1 Sections 501, 4941, 4942 and 4945 of the Internal Revenue Code of 1986, as amended, to which all

subsequent “section” references are made unless otherwise indicated.
PLR-120963-24 2

Foreign Country, that are involved in activities that have similar purposes and help
populations similar to those targeted by Foundation. Foundation is a calendar year
taxpayer.

Foundation requested a prior private letter ruling in Year 2 (“Year 2 PLR”). The facts for
the Year 2 PLR were that Foundation established a grant program as its primary
manner of carrying out its charitable purposes. The grant program involved making
grants to A, B, and C, which are located in Foreign Country. As provided for in the Year
2 PLR, the Foreign Organizations would use the grants to make their own grants to
organizations (“Secondary Grantees”) in Foreign Country to fund projects in furtherance
of Foundation’s charitable purposes, including projects that promote the protection,
welfare, care, health and recreation of vulnerable, economically disadvantaged elderly
people; projects that promote education, access to artistic activities and cultural
expressions for economically disadvantaged children and teenagers belonging to lower
income families; and projects that assist and support disadvantaged individuals in the
areas of education, medical care, and economic provision for daily subsistence. The
Year 2 PLR ruled that the grants represented amounts paid for a charitable purpose, the
grants were qualifying distributions within the meeting of section 4942, the grants were
not taxable expenditures within the meaning of section 4945, and the grants did not
create acts of self-dealing under section 4941.

In Year 3, B merged into A in accordance with the law of Foreign Country, and the
surviving organization was renamed D. As a result, Foundation’s primary manner of
carrying out its charitable purposes will be making grants to C and D (each individually a
“Foreign Organization”, and collectively, the “Foreign Organizations”).

As in the prior ruling, each Foreign Organization will require potential Secondary
Grantees to undergo a comprehensive pre-grant inquiry, under which a potential
Secondary Grantee must demonstrate that its mission is consistent with the mission of
the Foreign Organization. An approved Secondary Grantee may then submit a grant
request for a specific project. If the grant request is approved, the Foreign Organization
will enter into a grant agreement with the Secondary Grantee under which the grant
funds may only be used for the approved project and the Foreign Organization will
closely monitor the use of the funds. Each Secondary Grantee will submit periodic
reports to the Foreign Organization making the grant, must maintain records of receipts
and expenditures, and must make its books available to the Foreign Organization for
examination.

Foundation represents that the Foreign Organizations are registered charitable not for
profit organizations in good standing in Foreign Country and are exempt from tax under
the laws of Foreign Country. Foundation further represents that the Foreign
Organizations are operated exclusively for charitable purposes and are expressly not
permitted to engage in non-charitable purposes other than as an insubstantial part of
their activities; that no part of the net earnings of the Foreign Organizations inures to the
benefit of any private shareholder or individual; that no substantial part of the activities
PLR-120963-24 3

of the Foreign Organizations involves the carrying on of propaganda, or otherwise
attempting, to influence legislation; and that neither of the Foreign Organizations
participates in, or intervenes in (including the publishing or distributing of statements),
any political campaign on behalf of (or in opposition to) any candidate for public office
within the meaning of section 501(c)(3). Each of the Foreign Organizations is governed
by a board of directors. Though some of the members of the board of directors of
Foundation also serve on the boards of directors of the Foreign Organizations, such
individuals represent a minority of the members of the boards of each Foreign
Organization. Foundation represents that a project to be funded by each Foreign
Organization must be approved by a simple majority (more than one-half) of its full
Board of Directors occurring at a regular board meeting. Foundation also represents
that none of the directors of the Foreign Organizations owns any voting stock in Foreign
Organizations nor do they own a beneficial interest in the Foreign Organization.
Foundation further represents that the Foundation’s disqualified persons2 are not in
positions to influence the decisions made by the Foreign Organizations’ boards and that
the members of the Foreign Organizations’ boards are not employed by and do not
work for any of Foundation’s disqualified persons. Foundation further represents that
Foundation’s disqualified persons do not have the power to control the Foreign
Organization’s spending or use of funds by way of any agreement in place.

Neither of the Foreign Organizations has applied for or received a determination letter
from the Internal Revenue Service that it is an organization described in section
501(c)(3) or in section 4942(j)(3). Foundation has not made a good faith determination
(as described in Treas. Reg. § 53.4942(a)-3(a)(6)(i)) that any of the Foreign
Organizations is an organization described in section 509(a)(1), (a)(2), or (a)(3) or in
section 4942(j)(3). However, Foundation represents that it has researched all of the
officers and directors for each Foreign Organization, including on the Office of Foreign
Asset Control Sanctions List Search, to ensure that none of them appears on that list.
Foundation also represented that it has knowledge of the management, activities, and
practices of the Foreign Organizations as a result of having a number of its directors
also serving as directors of each of the Foreign Organizations. Finally, Foundation
represents that it has reviewed the formation and governance documents for the
Foreign Organizations and applicable law of Foreign Country and those documents
demonstrate that the Foreign Organizations are properly organized as charitable
organizations in a manner comparable to United States laws and principles.

Foundation represents that it will exercise expenditure responsibility over all grants to
Foreign Organizations in accordance with section 4945(h) and Treas. Reg. § 53.4945-5.
For each grant, Foundation will enter into an expenditure responsibility agreement with
the recipient Foreign Organization consistent with the requirements of section 4945(h)
and Treas. Reg. § 53.4945-5. Each expenditure responsibility agreement will provide
that the grant funds awarded must be used exclusively for charitable purposes
described in section 170(c)(2)(B) and that the Foreign Organization must maintain the

2 As defined in section 4946.
PLR-120963-24 4

grant funds in a separate fund dedicated to one or more purposes described in section
170(c)(2)(B). The expenditure responsibility agreement will also provide that the
recipient Foreign Organization will not use any of the funds to make any grant that
would constitute a taxable expenditure within the meaning of section 4945(d).

Foundation represents that it will not earmark the use by a Foreign Organization of any
grant and that Foundation does not have any agreement, oral or written, whereby
Foundation may cause the selection of Secondary Grantees. Each Foreign
Organization will retain discretion and control over the use of funds received from
Foundation consistent with the expenditure responsibility agreements.

RULINGS REQUESTED

Based on the stated facts and representations, Foundation has requested the following
rulings:

1. The grants made by Foundation to Foreign Organizations represent amounts
   paid for a charitable purpose.
2. The grants made by Foundation to Foreign Organizations will be qualifying
   distributions within the meaning of section 4942.
3. The grants made by Foundation to Foreign Organizations will not be taxable
   expenditures within the meaning of section 4945.
4. The grants will not create any acts of self-dealing under section 4941.

LAW AND ANALYSIS

Ruling 1 – Whether the grants made by Foundation to Foreign Organizations will
represent amounts paid for a charitable purpose as described in section 501(c)(3).

Section 501(a) provides that organizations described in section 501(c) and 501(d) are
exempt from federal income tax.

Section 501(c)(3) describes organizations organized and operated exclusively for
charitable and other specified exempt purposes, no part of the net earnings of which
inures to the benefit of any private shareholder or individual, no substantial part of the
activities of which is carrying on propaganda, or otherwise attempting, to influence
legislation, and which does not participate in, or intervene in any political campaign on
behalf of (or in opposition to) any candidate for public office.

Treas. Reg. § 1.501(c)(3)-1(d)(1)(i) includes “charitable” in the list of purposes for which
an organization described in section 501(c)(3) may be organized and operated.

Treas. Reg. § 1.501(c)(3)-1(d)(2) provides that the term “charitable” is used in section
501(c)(3) in its generally accepted legal sense and is, therefore, not to be limited by the
separate enumeration in section 501(c)(3) of other tax-exempt purposes which may fall
PLR-120963-24 5

within the broad outlines of “charity”, such terms include “relief of the poor and
distressed or of the underprivileged” and “advancement of education.”

Rev. Rul. 72-124, 1972-1 C.B. 145, considers whether an organization formed for the
purpose of establishing and operating a home for the elderly is organized and operated
exclusively for charitable purposes. In concluding that the organization is exempt from
federal income tax under section 501(c)(3), the Service recognized that the elderly, as a
class, are highly susceptible to unique forms of distress due to their special needs in
advanced age, and said that satisfaction of these special needs, which contributes to
the prevention and elimination of the causes of these unique forms of distress, may, in
the proper context, constitute charitable purposes or functions.

Rev. Rul. 64-175, 1964-1 C.B. 185, provides that organizations devoted to the
promotion of the arts may qualify for exemption from federal income tax as educational
or charitable organizations under section 501(c)(3).

The Foreign Organizations effectuate charitable purposes by providing resources to
Secondary Grantees engaged in projects that promote the protection, welfare, care,
health, and recreation of vulnerable, economically disadvantaged elderly people; that
promote education, access to artistic activities, and cultural expressions for
economically disadvantaged children and teenagers belonging to lower income families;
and that assist and support disadvantaged individuals in the areas of education, medical
care, and economic provision for daily subsistence. Accordingly, the grants made by
Foundation to Foreign Organizations represent amounts paid for a charitable purpose.

Ruling 2 - Whether the grants made by Foundation to Foreign Organizations will be
qualifying distributions within the meaning of section 4942.

Section 4942(a) imposes a tax on the undistributed income of a private foundation for
any taxable year.

Section 4942(c) provides that the term “undistributed income” means, with respect to
any private foundation for any taxable year as of any time, the amount by which (1) the
distributable amount for such taxable year exceeds (2) the qualifying distributions made
before such time out of such distributable amount.

Section 4942(g)(1)(A) provides that the term “qualifying distribution” means, in part, any
amount (including that portion of reasonable and necessary administrative expenses)
paid to accomplish one or more purposes described in section 170(c)(2)(B), other than
any contribution to an organization controlled (directly or indirectly) by the foundation or
one or more disqualified persons.

Section 170(c)(2)(B) provides that the term “charitable contributions” means a
contribution or gift for the following purposes: “religious, charitable, scientific, literary, or
educational purposes, or to foster national or international amateur sports competition
PLR-120963-24 6

…, or for the prevention of cruelty to children or animals.” These purposes are the same
purposes listed in section 501(c)(3) (excluding testing for public safety).

Treas. Reg. § 53.4942(a)-3(a)(3) states that “an organization is ‘controlled’ by a
foundation or one or more disqualified persons with respect to the foundation if any of
such persons may, by aggregating their votes or positions of authority, require the
donee organization to make an expenditure, or prevent the donee organization from
making an expenditure, regardless of the method by which the control is exercised or
exercisable.”

Treas. Reg. § 53.4942(a)-3(c)(4) provides that where a donee of a private foundation
uses contributed funds to make a subsequent payment to a “secondary donee,” such
subsequent payment will not be treated as a contribution by the private foundation to
the secondary donee if the distributing foundation does not earmark the use of the
contribution for any named secondary donee and does not retain power to cause the
selection of the secondary donee by the organization to which such foundation has
made the contribution.” Even where the private foundation “has reason to believe” that a
secondary donee would benefit from a contribution, the foundation will not be deemed
to have made a contribution to such secondary donee “so long as the original donee
organization exercises control, in fact, over the selection process and actually makes
the selection completely independently of such foundation.”

Foundation represents that the grants will not be earmarked for the use of any
Secondary Grantees and Foundation will not retain any power to cause the selection of
any Secondary Grantee by the Foreign Organizations. Foundation further represents
that it does not directly or indirectly control any of the Foreign Organizations within the
meaning of Treas. Reg. § 53.4942(a)-3(a)(3) because the members of Foundation’s
board of directors (i.e., disqualified persons with respect to Foundation) only represent a
minority of the members of the boards of directors of each Foreign Organization and do
not have the power to require any of the Foreign Organizations to make an expenditure
or prevent any of the Foreign Organizations from making an expenditure. Additionally,
Foundation represents that each Foreign Organization will exercise control, in fact, over
its Secondary Grantee selection process and make its selection decisions completely
independently of Foundation. Accordingly, the grants made by Foundation to Foreign
Organizations will be treated as grants from Foundation to the Foreign Organizations
and not grants from Foundation to Secondary Grantees.

As established above in Ruling 1, the grants made by Foundation to the Foreign
Organizations will represent amounts paid for a charitable purpose under section
501(c)(3). Thus, they will be made exclusively for section 170(c)(2)(B) purposes.
Further, because Foundation does not, and will not, directly or indirectly control the
Foreign Organizations or earmark the use of any of the grants, the grants made by
Foundation to Foreign Organizations will be qualifying distributions, including any fees,
taxes, or administrative costs that are determined to be reasonable and necessary
administrative expenses.
PLR-120963-24 7

Ruling 3 - Whether the grants made by Foundation to Foreign Organizations will be
taxable expenditures under section 4945.

Section 4945(a) generally imposes a tax on taxable expenditures made by a private
foundation.

Section 4945(d)(4) provides that a grant by a private foundation to an organization
(other than a grant to a public charity described in section 509(a)(1) or (2), to a
supporting organization described in section 509(a)(3) (other than one described in
clause (i) or (ii) of section 4942(g)(4)(A)), or to an exempt operating foundation
described in section 4940(d)(2)) will be a “taxable expenditure” unless the private
foundation exercises expenditure responsibility over the grant pursuant to section
4945(h). In addition, section 4945(d)(5) provides that a “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).

Section 4945(h) provides that expenditure responsibility referred to in section 4945(d)(4)
means that the private foundation is responsible to exert all reasonable efforts and to
establish adequate procedures (1) to see that the grant is spent solely for the purpose
for which made, (2) to obtain full and complete reports from the grantee on how funds
are spent, and (3) to make full and detailed reports with respect to such expenditures to
the Secretary.

Treas. Reg. § 53.4945-5(b)(1) provides that a private foundation will be considered to
be exercising “expenditure responsibility” under section 4945(h) as long as it exerts all
reasonable efforts and establishes adequate procedures: (i) to see that the grant is
spent solely for the purpose for which made, (ii) to obtain full and complete reports from
the grantee on how the funds are spent, and (iii) to make full and detailed reports with
respect to such expenditures to the Commissioner.

Treas. Reg. § 53.4945-5(b)(2)(i) provides that before making a grant to an organization
with respect to which expenditure responsibility must be exercised, a private foundation
should conduct a limited inquiry concerning the potential grantee. Such inquiry should
be complete enough to give a reasonable individual assurance that the grantee will use
the grant for the proper purposes. The inquiry should concern itself with matters such
as: (a) the identity, prior history, and experience (if any) of the grantee organization and
its managers; and (b) any knowledge which the private foundation has (based on prior
experience or otherwise) of, or other information which is readily available concerning,
the management, activities, and practices of the grantee organization. The scope of the
inquiry might be expected to vary from case to case depending upon the size and
purpose of the grant, the period over which it is to be paid, and the prior experience
which the grantor has had with respect to the capacity of the grantee to use the grant for
the proper purpose.
PLR-120963-24 8

Treas. Reg. § 53.4945-5(b)(3) states that “in order to meet the expenditure
responsibility requirements of section 4945(h), a private foundation must require that
each grant to an organization, with respect to which expenditure responsibility must be
exercised under this section, be made subject to a written commitment signed by an
appropriate officer, director, or trustee of the grantee organization. Such commitment
must include an agreement by the grantee:

i. to repay any portion of the amount granted which is not used for the purposes of
the grant,
ii. to submit full and complete annual reports on the manner in which funds are
spent and the progress made in accomplishing the purposes of the grant, except
as provided in paragraph (c)(2) of [Treas. Reg. § 53.4945-5],
iii. to maintain records of receipts and expenditures and to make its books and
records available to the grantor at reasonable times, and
iv. not to use any of the funds a) to carry on propaganda, or otherwise to attempt, to
influence legislation (within the meaning of section 4945(d)(1), b) to influence the
outcome of any specific public election, or to carry on, directly or indirectly, any
voter registration drive (within the meaning of section 4945(d)(2)), c) to make any
grant which does not comply with the requirements of section 4945(d)(3) or (4),
or d) to undertake any activity for any purpose other than are specified in section
170(c)(2)(B).”

Foundation represents that it has previously conducted an inquiry into the identity, prior
history, and experience of the Foreign Organizations and their managers based on a
review of all information that was readily available to Foundation concerning the
management, activities, and practices of each Foreign Organization. Foundation further
represents that Foundation will exercise expenditure responsibility with respect to grants
to the Foreign Organizations in accordance with the requirements of section 4945(h)
and Treas. Reg. § 53.4945-5(b)(3), including the entry of an expenditure responsibility
agreement for each grant. Pursuant to the expenditure responsibility agreements,
Foundation will require each Foreign Organization to maintain the grant funds in a
separate fund dedicated to purposes described in section 170(c)(2)(B), in accordance
with Treas. Reg. § 53.4945-6(c).

Therefore, the grants made by Foundation to the Foreign Organizations will not be
taxable expenditures because Foundation has conducted a pre-grant inquiry, the grants
will be made exclusively for section 170(c)(2)(B) purposes, and Foundation represents
that it will exercise expenditure responsibility with respect to each of the grants.

Ruling 4 – Whether the grants made by Foundation to the Foreign Organizations will
create any act of self-dealing under section 4941.

Section 4941(a) imposes an excise tax on each act of self-dealing between a
disqualified person and a private foundation.
PLR-120963-24 9

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)(B) defines the term “disqualified person” to include, with respect to a
private foundation, a foundation manager. Section 4946(b) provides that a “foundation
manager” includes an officer, director, or trustee of a foundation.

Section 4946(a)(1)(D) defines the term “disqualified person” to include a member of the
family of a foundation manager. Section 4946(d) provides that for purposes of section
4946(a)(1), family members include only spouses, ancestors, children, grandchildren,
great grandchildren, and the spouses of children, grandchildren, and great
grandchildren.

Treas. Reg. § 53.4941(d)-2(f)(2) states, in part, that the fact that a disqualified person
receives an incidental or tenuous benefit from the use by a foundation of its income or
assets will not, by itself, make such use an act of self-dealing, and specifically notes that
the public recognition a person may receive arising from the charitable activities of a
private foundation with which they are associated are incidental and tenuous benefits
not giving rise to self-dealing.

Treas. Reg. § 53.4941(d)-2(f)(9), Example (1) illustrates that there is only incidental and
tenuous benefit to a disqualified person when a private foundation makes a grant to a
city for the purpose of alleviating the slum conditions which existed in a particular
neighborhood in the city when the disqualified person is a corporation that is a
substantial contributor to the foundation and is located in the same area in which the
grant is to be used. Although the general improvement of the area may constitute an
incidental or tenuous benefit to the corporation, such benefit by itself will not constitute
an act of self-dealing under section 4941.

In Rev. Rul. 77-331, 1977-2 C.B. 388, a private foundation gave a grant to a public
charity to establish a student loan guarantee program. Under the terms of the program,
the public charity agreed to guarantee loans only for children of the private foundation’s
employees, some of whom were disqualified persons. The IRS held that “[e]ach time a
loan made to a disqualified person is guaranteed with funds granted by the private
foundation, the income or assets of the foundation are being used indirectly to satisfy
the legal obligation of a disqualified person.” Such use of the foundation’s income or
assets confers more than an incidental or tenuous benefit upon the disqualified person
involved.

The members of the board of directors of Foundation are disqualified persons with
respect to Foundation because they are foundation managers. Those family members
of such foundation managers specified in section 4946(d) are also disqualified persons
with respect to Foundation because of their familial relationships with the foundation
managers. If Foundation assets are used or transferred through the grants to the
PLR-120963-24 10

Foreign Organizations for the benefit of the directors of Foundation or their specified
family members, such a transaction would be an act of self-dealing under section
4941(d)(1)(E). Foundation represents that the Foreign Organizations and the Secondary
Grantees are not disqualified persons of the Foundation as they do not fall within any of
the categories of persons set forth in section 4946(a).

An indirect act of self-dealing can occur where grants to intermediaries result in private
foundation assets being transferred for the use or benefit of a disqualified person. In this
instance, Foundation represents that none of the board members of Foundation or their
specified family members, the only disqualified persons with respect to the grants by the
Foundation to the Foreign Organizations, will receive any benefit from the proposed
grants, other than possible public recognition arising from their association with the
charitable work performed. Public recognition is only an incidental benefit that does not
give rise to self-dealing. The fact that Foundation and Foreign Organizations share
several common foundation managers does not alter the fact that these foundation
managers are not receiving a benefit from the grants beyond a potential incidental or
tenuous benefit. Accordingly, under the stated facts and representations, the making of
the grants by Foundation to the Foreign Organizations will not result in any acts of self-
dealing under section 4941.

                                    RULINGS

Based solely on the facts and representations submitted in the request for rulings and
supplemental submissions, we rule as follows:

1. The grants made by Foundation to the Foreign Organizations in each case will
   be amounts paid for a charitable purpose.
2. The grants made by Foundation to the Foreign Organizations will be qualifying
   distributions within the meaning of section 4942.
3. The grants made by Foundation to the Foreign Organizations will not be taxable
   expenditures within the meaning of section 4945.
4. The grants made by Foundation to the Foreign Organizations will not create any
   acts of self-dealing under section 4941.

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 individuals with authority to bind Foundation and upon the
understanding that there will be no material changes in the facts. This office has not
verified any of the material submitted in support of the request for rulings, 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: (1) there has been a
misstatement or omission of controlling facts; (2) the facts at the time of the transaction
are materially different from the controlling facts on which the ruling is based; or (3) in
the case of a transaction involving a continuing action or series of actions, the
PLR-120963-24 11

controlling facts change during the course of the transaction. See Rev. Proc. 2025-1,
§ 11.05.

This letter does not address the applicability of any section of the Code or Treasury
Regulations to the facts submitted other than with respect to the sections specifically
described. Except as specifically set forth herein, no opinion is expressed or implied
concerning the tax consequences of any aspect of any transaction or item discussed or
referenced in this letter.

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

Because it could help resolve questions concerning federal income tax status, this letter
should be kept in Foundation’s permanent records and must be attached to any income
tax return to which it is relevant. Foundation may satisfy this requirement by attaching a
statement to its 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 representatives.

                                   Sincerely,

                                   Melinda G. Williams
                                   Branch Chief
                                   Exempt Organizations Branch 2
                                   (Employee Benefits, Exempt Organizations, and
                                   Employment Taxes

PLR-120963-24 12

cc: ----------------
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