03/07/2019 2:06:30 PM -0600 IRS PAGE 2 OF 6 Department of the Treasury Internal Revenue Service IRS Tax Exempt and Government Entities PO Box 2508 Cincinnati, OH 45201 Maren? 2018 ‘The NH District Corporation Employer 1D number: clo Hunton Andrews Kurth LLP nee er Margaret Alford Timi Pose 1445 Ross Avenue Suite 3700 ID# 1011002 Contact taepone number: 513.975.6256 ‘Contaat fax numer 895-775-7258 Response due date: Apri 4, 2019 Dallas, Texas 75202 Dear Applicant: Why you are receiving this letter We need more information to consider your determination letter request What you must do Please provide the information requested and follow the submission instructions. You must submit your response by the due date above. Ifyou don’t respond If you don’t respond to the Information Request by the due date, or don’t provide all the requested information, ‘we may close your case without making a determination. If so, we won't refund any user fee you paid, and you'll need to submit a new request and any applicable user fee payment if you want us to reconsider your roquest. Alternatively, if you haven't established that you meet the requirements for exemption for the subsection requested, we may make an adverse determination. In addition, if you don’t provide the requested information by the due date, you may lose your rights to get a declaratory judgment. Under Intemal Revenue Code (IRC) Section 7428(b)(2), you must exhaust all administrative remedies available to you within the IRS before a court will issue a declaratory judgment about your exempt status, This requirement means you must take all reasonable steps in a timely manner to secure a determination under IRS procedures, including providing the information we need to act on your request. If you fail to timely provide the requested information, you may lose your rights to obtain a declaratory judgment under Section 7428, Additional information IF you have questions or need additional time to respond, call me at the number at the top of ths letter. I'you have concems afler speaking with me, you can call my supervisor Tyler Chumney at 513-975-6143, Letter 1912 (Rev. 4.2017) Catalg Naser 35989003/07/2019 2:06:30 PM -0800 IRS PAGE 3 OF 6 ‘The NH District Corporation EIN 823634127 ‘The Taxpayer Advocate Service (TAS) is an independent organization within the IRS that can help protect your taxpayer rights. TAS can offer you help if your tax problem is causing a hardship or you' ve tried but haven't been able to resolve your problem with the IRS. If you qualify for TAS assistance, which is always free, TAS will do everything possible to help you. Visit taxpayeradvocate.irs gov or call 1-877-177-4718. A copy of this letter has been sent to the representative named in Form 2848, Power of Attorney and Declaration of Representative Sincerely, Harold J. Fodor Exempt Organizations Specialist Enclosure: Information Request Letter 1312 (Rev. 4.2017) Ctalg number 351658‘The NH District Corporation EIN 62-9634127, Information Request First Request Information we need to make our determination Include the following declaration with your response, signed and dated by an officer, director, trustee, or other ‘governing body member (not an authorized representative). You can sign and date the statement below ot reproduce it in the body of your signed response. The declaration must accompany responses per Revenue Procedure 2018-5, Under penalties of perjury, I declare that I have examined this information, including accompanying documents, and, to the best of my knowledge and belief, the information contains all the relevant facts relating to the request forthe information, and such facts are true, correct, and complete. 25 AA to Date 1. On page 1 of your Form 1023 application, you stated that your fiscal year ended June 30. However, paragraph 5.1 of your Bylaws states that your fiscal year ends on the calendar year. Please resolve this discrepancy and state the ending month of your annual accounting period. 2. Your organizing document, Articles of Incorporation, does not meet the organizational test of IRC Section $01(c)(3). To mect these requirements, you must amend your organizing document to include ‘adequate purpose and dissolution clauses then sign below to verify you completed the amendment, The following is an example of acceptable purpose and dissolution clauses: Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section '501(€)G) of the Internal Revenue Code, or corresponding section of any future federal tax code. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for Public purpose. Any such assets not disposed of shall be disposed of by a court of ‘competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as sald Court shall determine, which are organized and operated exclusively for such purposes. See page 7 of the Instructions for Form 1023 at www.its.gov for more details and examples of specific language that meets the requirements. A corporation must file an amendment with the appropriate state agency. Note: You don’t need to submit a copy of your approved amendment, Lotter 1312 (Rev. 4.2017) Catslog Number 351631‘The NH District Corporation EIN 92:3634127 ‘We amended our organizing document as indicated to include the above provisions or other substantially similar wording that meet the requirements of Section 501(c)(3). SIGN HERE 3. Who is the NH Foundation? Why was the applicant organization created as a member organization with the sole member, NH Foundation, having appointment authority over its board? Please provide a copy of the filed organizing document and bylaws of the NH Foundation. Please provide the EIN of the NH Foundation, if available, Does the applicant organization or NH Foundation have any safeguards to insure against private benefit inuring to the member? Ifso, please explain? 4, Do any individuals or compainies who may be providing services or materials or assistance of any sort to your organization have a relationship with any member of the governing body and/or officers of the NH Foundation? If so, please describe fully. If not evident from the bylaws, how are the directors of the NH Foundation appointed to their offices. ‘5. What is the approximate value of the land that the City of Richmond will make available to the applicant for purposes of the private development areas of the project. What is the expected value of the private development relative to the other project investments? 6. Do any officers or board members of the applicant organization or the NH Foundation have any business or familial relationship with a board member, officer or significant management employee of Capital City Development LLC? If so, please disclose fully. 7. Please explain the flow of tax revenues, both those that are secured for the bond issue and other ‘unrestricted revenues, through the applicant organization that are intended for the debt service on the bond issue. 8. If tax revenues exceed planned debt service requirements, will excess tax revenues accrue to the applicant organization or does the City of Richmond have some authority to claw back such excess or impose requirements on how any surplus funds may be utilized after bond retirement? 9. Your projections show en annual profit of approximately $3,200,000 from operating the Coliseum and Ammory. How are these funds intended to be spent? Does the City of Richmond have a legal interest in these funds with respect to how they may be utilized? 10. Please provide a copy of the planned lease agreement between the City of Richmond and the applicant “organization, * Do attach a copy of the cover letter to your response. This enables us to quickly and accurately associate your response with your case file, © Do fax or mail your response to: Fax: US Mail: Street Address (delivery service): 855-775-7256 Internal Revenue Service _ Internal Revenue Service ATT: Harold J, Fodor Exempt Organizations Exempt Organizations Letter 1312 (Rev. 4-2017) ‘Catalog Number 351030108/07/2019 2:08:30 PM ‘The NH District Corporation EIN 629634127 Room 6403 Group 7829 -0800 IRS P.O, Box 2508 Cincimati, Ohio 45201 ATT: Harold J Fodor Room 6403, Group 7829 PAGE 8 OF 550 Main Street Cincinnati, Ohio 45202 ATT: Harold J Fodor Room 6403 Group 7829 * Don’t provide multiple copies of your response. Providing mors than a single response may result in unnecessary delays in processing your response. We must process, assign, and review each piece of correspondence submitted (whether fax or mail). ‘+ Do allow adequate processing time if you want to call to verify we received your response. If you fax your response, allow a minimum of three workdays from the day you fax it. If you mail your ne allow @ minimum of seven workdays from the day you mail it, Letter 1312 Rev. 4-2017) Caio Numer 381630 6