DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE WASHINGTON, o.c. 20224 TAX EXEMPT AND GOVERNMENT ENTITIES DIVISION Date: SEP 1 9 2013 Employer Identi?cation Number: 45-2922471 Person to Contact and ID Number: The Daily Caller News Foundation Hilary Goehausen 22-21514 1050 17 Street, NW Contact Number: Suite 900 (202) 317-8529 Washington, DC. 20036 Accounting Period Ending: December Public Charity Status: 509(a)(1)l170(b)(1)(A)(vi) Form Required: Yes Effective Date of Exemption: July 26, 2011 Contribution Deductibility: Yes Dear Applicant: We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also quali?ed to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classi?ed as either public charities or private foundations. We determined that you are a public charity under the Code section(s) listed in the heading of this letter. Please see enclosed Compliance Guide for 501(c)(3) Public Charities for some helpful information about your responsibilities as an exempt organization. Sincerely, law but ?For Karen Schiller Acting Director, Exempt Organizations Rulings and Agreements Enclosure: Pub. 4221-PC, Compliance Guide for 501 Public Charities Lei/Omens WEBSTER, CHAMBERIAN 61. BEAN, LLP 1747 NENUE, NNV. 2mm? WASHINGTON, D.C. 20006 am (Ital-mo (202) 7859500 a. mm (?(202) 8350243 1. am new ?mla? GOGH n- ?mum ?In Unumu' WT W10 HBDIILABEEG mam ?Em July 12, 2013 Internal Revenue Service (535-02) Hilary Goehausen 11 11 Constitution Ave, NW. Washington, DC 20224 Re: The Daily Caller News Foundation - BIN: 45-2922471 Dear Ms. Goehausen: This letter is submitted in response to your request for additional information, dated June 24, 2013, regarding the activities of the Daily Caller News Foundation (the ?Foundation?). A copy of your letter is attached. Your questions and the Foundation?s responses are set forth below. 1. You stated in your Form 1023 that the position of Director was ?to be determined.? Have you named a third Director of your organization? If so, please provide the information requested in Part V, la, for your Director. No. The Foundation is waiting until it is fully active before naming a third director. The Foundation will not be fully active until it receives its letter of exemption from the IRS. 2. You stated in your Form 1023 that you will act as a clearinghouse for new research on public policies. Please explain in detail what ?acting as a clearinghouse? entails and the speci?c activities you undertake (or plan to undertake) for this purpose. At this point the Foundation has undertaken a minimal amount of activities because the Foundation has not been able to raise suf?cient funds for its planned activities while its status as a nonpro?t corporation is pending. Once it receives funding, the Foundation will ?act as clearinghouse? by building a web tool to provide the public with access to public policy research by topic without having to know the name of any speci?c research organization. Ideally, this tool would make the research text searchable and would also be organized by topic. The Daily Caller News Foundation EIN: 45-2922471 W-snzn, CHAMBERLAJN 51 BEAN, LLP 3. In your 1023 you stated that you are a consumer research educational organization and your goal is to inform consumers on important issues by providing consumer news and research. a. Explain in detail the manner in which you publish and distribute your research and news. For example, do you publish written materials such as journals or newsletters, andlor web-based materials? Provide a representative sample of the names of organizations and/or websites with which you have a partnership to publish your news and research. The Foundation does not publish any print materials. The Foundation publishes on the web at The Foundation includes the following notice on each piece it publishes: ?Content created by The Daily Caller News Foundation is available without charge to any eligible news publisher that can provide a large audience. For licensing opportunities of our original content, please contact Please see attached printout from website as Exhibit A. The Foundation?s content has been licensed to the Daily Caller, Real Clear Politics, Business Insider, Albany Journal, Brenner Brief, Free Enterprise, The Liberty Watch, Political News Now, Red Alert Politics, and Arizona News. b. Explain in detail whether you publish your news items and research on The Foundation does not publish its news items or research on However, the Foundation?s content has been licensed to the Daily Caller, in addition to the following websites: Real Clear Politics, Business Insider, Albany Journal, Brenner Brief, Free Enterprise, The Liberty Watch, Political News Now, Red Alert Politics, and Arizona News. 4. In the materials you submitted with your Form 1023, you indicate that you have a relationship with the Daily Caller, a for-pro?t website that provides breaking news and comments. a. Explain in detail how your activities differ from the activities of the Daily Caller. The Foundation focuses on longer-term investigative writing and on policy focused coverage. The majority of the Foundation?s reporting is difficult to do in a for-pro?t environment because it has a smaller audience potential (policy reporting) or because it takes a long time (investigative reporting). In addition, all of the Foundation?s activities will be in furtherance of its exempt purposes- b. Explain in detail your relationship, and all transactions you have, with the Daily Caller. The Foundation is currently leasing space from the Daily Caller free of charge. In addition, the Foundation licenses content to the Daily Caller. The Daily Caller News Foundation EIN: 45-2922471 WEBSTER, CHAMBERLAIN 51. BEAN, LLP c. You stated in your Form 1023 that you intended to enter into an oral agreement for personnel and of?ce space with the Daily Caller. Explain in detail the terms of all oral agreements you have for shared personnel, of?ce space and all other shared resources. Please explain why no formal written agreement exists. If you do have written agreements with the Daily Caller, provide copies. Besides the Foundation?s principals, Neil Patel and Tucker Carlson, there are no shared personnel between The Daily Caller and The Daily Caller News Foundation. The Foundation staff and the Daily Caller staff are totally separate. The Foundation is currently operating in its own separate space within The Daily Caller of?ces. The Daily Caller is providing this space to the Foundation in return for the Foundation making its reporting available to The Daily Caller. Once the Foundation is able to raise more funds, more formal written agreements will supersede the current arrangement. d. Explain in detail how costs are allocated between you and the Daily Caller for your shared resources, including but not limited to the shared personnel and office space. There are no shared personnel besides Neil Patel and Tucker Carlson who volunteer time for the Foundation and receive no compensation for doing so. See 4c. regarding of?ce space. There are no other shared resources. The Foundation has a completely separate payroll, separate bank accounts and separate health care plan. e. You stated that you have no formal written agreements with the Daily Caller and that your agreements are all oral. Would you be willing to reduce your oral agreements to writing? Yes, and the parties will have a more formal written agreement once the Foundation is able to raise funds and starts to expand its activities. 5. You stated that you will publish materials to which you may own the copyright. If you have entered into any syndication or licensing agreements, please provide a copy of those documents. If you syndicate articles, what percentage of your income is derived from syndication? The Foundation allows open syndication of its content to any large reputable online Publisher who will publish it. Early licensing deals were done orally. Newer ones are done pursuant to the attached Content Licensing Agreement, attached as Exhibit B. Content has been licensed free of charge to the following agencies: the Daily Caller, Real Clear Politics, Business Insider, Albany Journal, Brenner Brief, Free Enterprise, The Liberty Watch, Political News Now, Red Alert Politics, and Arizona News. None of the Foundation?s income is derived from syndication. The Daily Caller News Foundation EIN: 45-2922471 WEBSTER, 5r BEAN, LLP a. Do you syndicate your materials to the Daily Caller? Please explain, including what licensing fees you charge. Yes, as the Foundation offers every other large publisher, the Daily Caller can publish the Foundation?s content without charge. The Daily Caller operates under the attached Content Licensing Agreement. As the Foundation?s content is widely licensed free of charge, the Daily Caller does not receive any special bene?t from receiving the content free of charge. In addition, providing the content to the Daily Caller and other publishers furthers the Foundation?s exempt purpose of providing information on public policy issues to the public. b. Do you syndicate your materials to other organizations besides the Daily Caller? Please explain, including what licensing fees you charge. Yes. In accordance with the Foundation?s educational mission, the Foundation offers all of its content to large reputable publishers free of charge. It is the Foundation?s intention to get its rcporting out broadly to the public. Publishers other than Daily Caller have included: Real Clear Politics, Business Insider, Albany Journal, Brenner Brief, Free Enterprise, The Liberty Watch, Political News Now, Red Alert Politics, and Arizona News. 6. You stated that you will provide services to the Daily Caller free of charge, and that the Daily Caller will provide services to you free of charge. a. Explain in detail all services that you provide to the Daily Caller, and who on behalf of your organization provides these services. The only service that the Foundation provides the Daily Caller is the right to publish the Foundation?s editorial content, which is the same service it provides for free to numerous other publishers. The Foundation does not provide any other services to The Daily Caller. b. Explain in detail all services that the Daily Caller provides to your organization, and who on behalf of the Daily Caller provides those services. The Daily Caller provides the Foundation with of?ce space and intemet access. The Daily Caller does not provide any other services to the Foundation. 7. Please update the ?nancial statements on Form 1023, Part IX, Financial Data, to provide actual revenues and expenses for the tax years ending 2011 and 2012. Please list your revenues by source. See attached Exhibit C. The amounts in line 23 for 2011 are for a bank service fee of $45.00 and business registration fee of $590.75 The Daily Caller News Foundation WEBSTER, GWEN 5, BEAN, Lu, EIN: 454922471 8. Do you sell advertising space? If so, provide the amount of income you have derived from advertising since your formation. No, the Foundation does not sell advertising space. a. On an average day, what percentage of the total content of your online and/or print materials are devoted to advertising? The Foundation does not sell advertising space. 9. Have you entered into employment or other written agreements with your staff bloggers? If so, please provide copies of these agreements. If you have oral agreements with these individuals, provide a description of the agreement. See attached Exhibit D. I have included only those contracts for employees being paid over $50,000, as requested in Part V, Item lb of the Form 1023. 10. Organizations described in section 501(c)(3) are prohibited from participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. This means, for example, that they cannot (I) endorse any candidate, (2) contribute money or property to a candidate?s campaign, (3) engage in fundraising for a candidate, (4) distribute statements for or against a particular candidate, or (5) become involved in any other activity that may otherwise favor or oppose a candidate for public of?ce. This is an absolute prohibition, violation of which can preclude exemption or result in revocation of exempt status or the imposition of certain excise taxes. Activities that may otherwise be ?educational? can also constitute political intervention if they also encourage individuals to vote for or against a candidate. Thus, even activities that encourage pe0ple to vote for or against a particular candidate on the basis of nonpartisan criteria violate the political campaign prohibition of section 501(c)(3). For further guidance, please see Revenue Ruling 2007-41, 2007-25 I.R.B. 1421, which analyzes a number of different factual situations for the purpose of determining whether political campaign intervention occurs. Please note that statement made on radio programs and posting material on a website that consists of political campaign intervention are treated the same as any other form of communication, such as distributing printed material. Rev. Rul. 2007-41 is available on the website a. Please provide a statement acknowledging that you understand the prohibition against participating or intervening in any political campaign on behalf of or in opposition to any candidate for public of?ce. See the statement and declaration below. b. Please provide a statement declaring that you will not publish or distribute any The Daily Caller News Foundation E1 45-2922471 WEBSTER, CHAWERLAIN Sn BEAN, LLP material, or post articles on your website, that would violate the prohibition against participating or intervening in any political campaign on behalf of or in opposition to any candidate for public office. See the statement and declaration below. c. Please explain how you ensure that you do not publish or otherwise distribute written or online materials and other communications that constitute political campaign intervention? For example, what mechanisms do you have in place to ensure that your publications do not include political campaign intervention? The Board of the Foundation is aware of the prohibitions on participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public of?ce. The Board has made the staff of the Foundation aware of this prohibition and the editor of the Foundation?s website will remove any material that is in violation of the prohibition on campaign intervention. The information you submit should be accompanied by the following declaration: Under penalties of perjury, I declare that I have examined this in?rrmation, including accompanying documents, and, to the best of my knowledge and belief; the information contains all the relevant facts relating to the reqz'rest for the information, and such facts are true, correct, and complete. See the statement and declaration below. I trust that this information responds to your questions, and that you will now be able to issue a favorable determination letter to The Daily Caller News Foundation. Please contact me if you have any additional questions. ?incer y. The Daily Caller News Foundation - 2471 WEBSTER, CHANIBBRLAIN 61. BEAN, LLP EIN 45 292 I understand the prohibition against participating or intervening in any political campaign on behalf of or in opposition to any candidate for public o??ice. I will not publish or distribute any material, or past articles on the Foundation ?s website, that would violate the prohibition against participating or intervening in any political campaign on behalf of or in opposition to any candidate for public o?ice. 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 for the information, and such facts are true, correct, and complete. The Daily Caller News Foundation By: Signature of of?cer, director, or trustee President Title July 12, 2013 Date James Holmes? attorneys admit his role in Aurora theater shooting Daily Caller News Foundation Page of 3 Ex. A NEWS FOUNDATION Search 1% July 12, 2013 - I tome James Holmes? attorneys admit his role in Aurora theater shooting By Greg Campbell Published: July 11, 2013 Lawyers for accused Aurora theater shooter James Holmes admitted in court documents that their client gunned down 12 people and wounded 58 during one of the most shocking mass murders in U.S. history, but they said that he was in the ?throes of a episode? while doing it. The admission was included in a motion objecting to Judge Carlos Samour?s recent ruling that Holmes be tethered to the floor by a security cable during his trial. The lawyers objected, saying that the cable, which might be visible to jurors, would give the impression that he is dangerous. ?Other than the nature of the charges in this case, there is no evidence that Mr. Holmes presents a danger to the safety of the courtroom or a ?ight risk of any kind,? the motion reads. the contrary, the evidence revealed thus far 1n the case supports the defense? 5 position that Mr Holmes suffers from a severe mental illness and was in the throes of a episode when he committed the acts that resulted in the tragic loss of life and' injuries sustained by movie goers on July 20, 2012,? it says Holmes has pleaded not guilty by reason of insanity and is currently undergoing a mandatory mental health evaluation by state doctors. He is facing the death penalty. Samour ordered the restraints which will be underneath civilian clothes Holmes will be allowed to wear during his trial so that his hands and feet could be unshackled in court. an attempt to preserve his right to a fair trial by not making him look guilty. But his lawyers argued that ?the fact that Mr. Holmes will be chained to the ?oor during trial has been widely broadcast and publicized throughout the state of Colorado and beyond,? undermining that right. ?The fact that the leash will be purportedly concealed is of no bene?t once the Court broadcasts it to the prospective jury pool,? the motion continued, taking a swipe at Sarnour. in response, Samour swiped back. ?What the defendant requested,? Samour wrote, ?was ?not to be visibly shackled at trial.? The Court granted that request [original emphasisj.? "Inasmuch as the defendant is charged with 24 counts of first degree murder [two for each victim killed] and 140 counts of attempted ?rst degree murder following a shooting at two adjacent Aurora movie theaters, it is not appropriate to allow him to be unrestrained during the trial,? he wrote. 3107/1 7/ 121201 3 James Holmes? attorneys admit his role in Aurora theater shooting a Daily Caller News Foundation Page 2 of 3 He also replied to a suggestion by Holmes?s attorneys that a hearing should have been held on the matter, writing, ?the Court does not hold hearings just to hold hearings or to placate an attorney.? Finally, he added that the complaints in the motion about the ?oor tether were ?high on rhetoric? but ?low on substance.? Hearings in Janm laid out the case against Holmes. He was arrested outside the back entrance of the Aurora theater clad in body armor, standing near a handgun on the roof of his car. Weapons used in the shooting were found in photos on his cell phone. His apartment had been wired with explosives and booby traps. Despite his insanity plea, the motion is the ?rst time his defense team has plainly stated he committed the crimes he?s charged with. allow Greg on Twitter Content created by The Daily Caller News Foundation is available without charge to any eligible news publisher that can provide a large audience. For licensing opportunities of our original content, please contact org. Content created by The Daily Caller News Foundation is available without charge to any eligible news publisher that can provide a large audience. For licensing opportunities of our original content, please contact Leave a Reply Your email address will not be published. Required ?elds are marked Name I Email Websiter I A Common Youmayusethese and attributes:
Post Comment Recent Posts - James Holmes? attorneys admit his role in Aurora theater shooting - i et m? - Students blame Republicans, wish they would all die - Colleg? riskier investment. say bankers 3/07/1 7/12/2013 James Holmes? attorneys admit his role in Aurora theater shooting Daily Caller News Foundation Page 3 0f 3 - Federal iudge refuges to block Colorado?s ban on high-capacity magazines Categories mm - Government Waste - Politics - Uncategorized on fljeggor - World - Home - About Us - Privacy Policy Emisn?iss Contact Us Copyright 2013 The Daily Caller News Foundation. 1.2 7/ 12/201 3 THE DAILY CALLER NEWS FOUNDATION CONTENT LICENSING AGREEMENT This agreement (the ?Agreement? effective as of the last date below, is to memorialize the understanding and agreement between The Daily Caller News Foundation, Inc. and (?Licensee?), together referred to as (the ?Parties?) regarding a sharing of content (the ?Content?). Licensee may publish Content in hill on Licensee's site(s) subject to the terms of this Agreement. For good and valuable consideration as set forth herein, receipt and suf?ciency of which is hereby acknowledged, and Licensee hereby agree as follows: 1. License to Content. a. License Grant. During the term of this Agreement, hereby grants to Licensee a limited, non-exclusive, worldwide, royalty-free, license to host, store, archive, publicly display, publish, reproduce, transmit, distribute, market, print from an intemet browser, link to, and provide users access to, in every manner, medium or forum now or hereafter known, the Content on the Licensee site. b. Licensee will have the right to edit Content prior to its publication, only as it is necessary for page style. Licensee will not materially alter the context or meaning of the DCFN Content. c. For avoidance of doubt, no license fees or any other fees will be charged to Licensee for the licenses and rights granted hereunder to each other. In accordance with mission, DCNF is providing the Content in return for Licensee providing a broad audience for the Content. d. Licensee will post the following notice immediately after each use of Content: ?Content created by The Daily Caller News Foundation is available without charge to any eligible news publisher that can provide a large audience. For licensing opportunities of our original content, please contact 2. WARRANTY IDISCLAIMER. a. The Parties represent and warrant that: each has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; and (ii) when executed and delivered, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against it in accordance with its terms. b. DCNF will notify Licensee, if DCNF becomes aware of any claim alleging that any of its Content violates or infringes upon a third party?s intellectual property rights or other rights. 3. General. This Agreement will become effective immediately upon the execution by and Licensee. Either of the Parties may terminate this agreement with 30 days written notice. This Agreement and any attachments hereto constitute the complete, ?nal and exclusive embodiment of the entire agreement between Licensee and with respect to the subject matter hereof, and it supersedes any other agreements, understandings or promises, whether oral or written, between the parties. This Agreement cannot be changed, amended, or modi?ed except in a written agreement signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement will not be affected thereby. The terms of this Agreement are con?dential and will not be disclosed by either party except that either party may disclose this Agreement and its terms to its affiliates. Nothing herein will be construed as creating a Licenseeship, employment relationship, or agency relationship between the parties, or as authorizing either party to act as agent for the other. This Agreement will be construed and interpreted in accordance with the laws of the state of Delaware without regard to the con?ict of the laws provisions thereof. Please acknowledge your agreement to the terms hereof by signing this Agreement as provided below and returning your signed copy. AGREED TO AND ACCEPTED BY: The Daily Caller News Foundation Licensee By: By: Name: Name: Title: Title: Date: Date: gn? m1m am "we; The Daily Caller News Foundation 5m; 45 .. 2922471 page 9 Financial Data For purposes of this schedule. years in existence refer to completed tax years. If in existence 4 or more years. complete the schedule forthe most recent 4 tax years. if in existence more than 1 year but less than 4 years. complete the statements for each year in existence and provide projections of your likely revenues and expenses on a reasonable and good faith of3 yearsofiharvziaiinfonnation. Ifinexlstenceiessthan 1 year. provide projections of your likely revenues and expenses for the current year and the 2 following years. based on a reasonable and good faith estimate of your future finances for a total of 3 years of ?nancial information. (See instructions.) A. Statement of Revenues and Expenses Typoefrevenueorexpense currenttexyear at) From ?it From (simulator To To 1.21m: To To 1" 1 Gifts. grants. and oontribu?ons received (do not mude mum! grants) 0 115,054.12 2 Membe?' fees received 0 0 3 Gross Mutant income 0 0 4 Net unrelated business income 0 0 5 Taxes levbd for bene?t 0 0 6 Value of services or facilities furnished by a unit without charge (not re including the value of services 3 generally iumished to the 5 public without charge) 0 0 7 Any revenue not otherwise listed above or in lines 9?12 below (attach an itemized list) 0 0 6 Total of lines 1 through 7 0 115064.12 9 Gross receipts from admissions. merchandise sold or services performed. or fumban of in any hat is related to (our exempt purposes attach itemized list) 0 0 10 Total of lines 6 and 9 0 115064.12 11 Net gain or loss on we of capital assets (attach schedine and see Instructions) ti 0 12 Unusual at;a_nts ti 0 13 Total Revenue Additnes 10M: 12 0 115064.12 14 Fderaising expenses 0 40.26 15 Contributions. gifts. grants. and similar amounts paid out (attach an itemized list) 0 0 16 Disbursements to or for the benefit of members (attach an itemized list) a 0 17 Compensation of of?cers. directors. and tmstees 0 28553.85 i 18 Other salaries and wages a 45375 15 19 interest expense 0 0 20 Occupancy (rentI utilities, etc.) 0 0 21 on and depletion 0 0 22 Professional fees 5290.13 1427.60 23 Any unwise not otherwise classified. such as program services (attach itemized list) 635.75 0 24 Total Expenses Add lines 14 through 23 5951.86 75356.45 Form 1023 . am New The Daily Caller News Foundation 5m; 45 2922471 Page 10 Financial Data (Continued) 8. Balance Sheet (for your mod recently complimd tax year) Year End: Assets (Whole dollars) 1 Cash . 1 2 Accounts mceivable. net . 2 3 Inventories . 3 4 Bonds and notes receivable (attach an itemized iist) . 4 5 listOther investments (attach an itemized list) 7 9 a Depreciabla and memos assets (attach an itemized list) . 8 9 Land . 9 10 . 1? 11 Total Meets (add lines 1 through 10) 11 Liabilities 12 Accounts payable . 13 Contributions. gifts, grains. etc. payable . 13 10?55? 14 Mortgages and notes payable (attach an Itemized list) . 14 15 Other ?abilities (attach an itemized list) . 15 0 13 Total Liabilities (add lines 12 through 15) . 16 10056-42 Fund Balances or Net Assets 17 Totaiiundbalancesornatassets . 17 0 18 Total Liabilities and Fund Balances or Net Assets (add lines 16 and 17) . 18 10056.42 19 Have there been any substantial changes in your assets or liabilities since the end of the period Yes No shown above? if ?Yes.? epon. Public Part is dedgned to classify you as an organization that Is either a private foundation or a public charity. Public charity status is a more favorable tax status than private foundation status. If you are a private foundation. Part is designed to further determine whether you are a private operating foundation. (See instructions.) 1a Are you a private foundation? If ?Yes." go to line 1b. If go to line 5 and proceed as instructed. CI Yes No If you are unsure. see the Instructions. As a private foundation. section 508(e) requires special provisions in your organizing document in CI addition to those that apply to all organizations described In section 501 Check the box to confirm that your organizing document meets this requirement. whether by express provision or by reliance on operation of state law. Attach a statement that describes specifically where your agonizing document meets this requirement. such as a reference to a particular article or section in your organizing document or by operation of state law. See the instructions. including Appendix 8. far) mitigation about the special provisions that need to be contained in your organidng document. to 2. Are you a private operating foundation? To be a private operating foundatlon you must engage El Yes No directly in the active conduct of charitable. religious. educaconal. and similar activides. as opposed to indirectly carrying out these activities by providing grants to individuals or other organizations. it ?Yes.? go to line 3. If go to the signature section of Part Xi. Haveyoueadsted foroneorinore years? iniormatlonshowing thatyou areaprivate C) Yes No operating foundation; go to the signature section of Part XI. If continue to line 4. Have you attached either (1) an affidavit or opinion of counsel. (including a written af?davit or opinion CI Yes No from a certi?ed public accountant or accounting firm with expertise regarding this tax law matter). that sets forth facts concenting your operations and support to demonstrate that you are likely to satisfy the requirements to be classified as a private operating foundation; or (2) a statement describing your proposed Operations as a private operating foundation? If you answered ?No? to line to. indicate the type of public charity status you are requesting by checking one of the choices below. You may check only one box. The organization is not a private foundation because it is: 509(a)(1) and church or a convention or association of churches. Complete and attach Schedule A. 509(c)(1) and school. Complete and attach Schedule E. El 509(a)(1) and hospital. a cooperative hospital service organization. or a medical research organization operated in conjunction with a hospital. Complete and attach Schedule C. organization supporting either one or more organizations described in line 5a through publicly supported secdon 501 (5). or (8) organization. Complete and attach Schedule D. Fem-11023 [Rome-2006) The Daily Caller News Foundation 1050 17?? St. NW, STE 900 Washington, DC 20036 .iuly 27, 2012 Jim Antle 9407 Lee Highway Fairfax, VA 22031 Dear Jim, On behalf of The Daily Caller News Foundation (the ?Company?), I am pleased to extend this offer of employment to you for the position of editor. In this position, you will be reporting to Tucker Carlson and working out of the Company?s of?ces in Washington, D.C. This position is a full-time position. This letter summarizes some of the important aspects of your proposed employment with the Company. This letter is not intended to serve as a contract. ?tarting 2m. You will commence your employment with the Company on August l3, 2012. Your employment is of no set duration. Bass Salary. Your initial bi?weekly salary in this position will be $2,461.54 (annualized to $64,000.00 per annum), less applicable withholdings, payable Your salary will be subject to normal periodic review based on corporate policy, your performance, and other factors considered by the Company in making salary determinations. Future adjustments in compensation, if any, will be made by the Company in its sole and absolute discretion. This position is an exempt position, which means you are paid for the job and not by the hour. Accordingly, you will not receive overtime pay if you work more than 40 hours in a workweek. In the event your employment with the Company is terminated, whether voluntarily or involuntarily, you will not be paid for any accrued but unused vacation. Non-Di 0 re A i the Non-Solicitation A eement. You will be required, as a condition of your employment with the Company, to sign the Company?s standard Employee Non-Disclosure, Assignment and Non-Solicitation Agreement, a copy of which is provided along with this letter. Bene?ts. You will be eligible to participate in such bene?t plans as the Company may develop or implement from time to time, at a level consistent with other exempt hill-time employees at your level within the Company. Nothing herein shall affect the Company?s ability to modify, alter, terminate or otherwise change any bene?t plan it has in effect at any given time, to the extent permitted by law. At-lel Employment. The Company is an ?at will? employer. This means your employment is not for any definite period of time, and either you or the Company may terminate such employment for any reason, at any time, with or without cause and with or without notice. Similarly, as an employee of the Company, you will be subject to such employment policies and terms and conditions as the Company may adopt or modify from time to time, and nothing in this offer letter or told to you during your employment should be interpreted as a guarantee of Ea. continued employment. Rather, the at-will nature of the employment relationship may only be modi?ed by a document that is expressly designated as an ?employment agreement? or ?employment contract? and signed by the CEO or President of the Company. By accepting the Company?s offer of employment, you agree to comply with and be bound by the operating practices, procedures and policies that the Company may put into effect from time to time during your employment. You also represent and warrant that you are free to enter into and fully perform this agreement and the agreements referred to herein without breaching any other agreement or contract to which you are or may be bound, including any existing or previous employment agreement or non-competition agreement. This offer is valid until withdrawn or for seven (7) days, whichever is shorter, and is contingent upon satisfactory completion of reference checks and your compliance with the 1986 immigration Reform and Control Act. This offer is also contingent upon your execution of the Company Employee Non-Disclosure, Assignment and Non-Solicitation Agreeman which is an integral part of this employment. Please indicate your acceptance of this offer of employment by signing and dating below, and returning to the Company this signed offer letter and the signed Employee Non-Disclosure, Assignment and Non-Solicitation Agreement. We look forward to having you join the Company team and anticipate that this will be a mutually bene?cial relationship. If you have any questions, please feel free to give us a call. Sincerely, The Daily Caller News Foundation By: Neil Patel Chief Executive Of?cer AGREED AND ACCEPTED: 42,4137] Name?: J, .H Address: clay/Z?? ?Fm 03" $03 Employee Now-Disclosure, Assignment and Non-Solicitation Agreement The Daily Caller News Foundation l050 17'? St. NW, Ste 900 Washington, DC 20036 December 7, 20l 2 Greg Campbell l013 Deer Creek Lane Fort Collins, CO 80526 Sent via email: Dear Gregg: On behalf of The Daily Caller News Foundation. (the ?Company"), I am pleased to extend this offer of employment to you for the position of Colorado Bureau Chief. In this position, you will be reporting to Jim Antle and working remotely from Colorado. This position is a full?time position. This letter smnmarizes some of the important aspects of your proposed employment with the Company. This letter is not intended to serve as a contract. Staging Date. You will commence your employment with the Company on December 31. 20l2. Your employment is of no set duration. age SalaJy. Your initial bi-weekly salary in this position will be $2.21 LS4 (annualized to $57,500 per annum), less applicable withholdings. payable Your salary will be subject to normal periodic review based on corporate policy, your performance, and other factors considered by the Company in making salary determinations. Future adjustments in compensation, if any, will be made by the Company in its sole and absolute discretion. This position is an exempt position, which means you are paid for the job and not by the hour. Accordingly, you will not receive overtime pay if you work more than 40 hours in a workweek. In the event your employment with the Company is terminated, whether voluntarily or involuntarily, you will not be paid for any accrued but unused vacation. Employee Non-Disclosure, Non-Solicitation and Ngg?gmtition Agreeing. You will be required, as a condition of your employment with the Company, to sign the Company?s standard Employee Non-Disclosure, Assignment, Non-Solicitation and Non- Competition Agreement, a copy of which is provided along with this letter. Bene?ts. You will be eligible to participate in such bene?t plans as the Company may develop or implement from time to time, at a level consistent with other exempt full-time employees at your level within the Company. Nothing herein shall affect the Company?s ability to modify, alter, terminate or otherwise change any bene?t plan it has in effect at any given time, to the extent permitted by law. At-Will Employment. The Company is an ?at will? employer. This means your employment is not for any de?nite period of time, and either you or the Company may terminate such employment for any reason, at any time, with or without cause and with or without notice. Similarly, as an employee of the Company, you will be subject to such employment policies and terms and conditions as the Company may adopt or modify from time to time, and nothing in this offer letter or told to you during your employment should be interpreted as a guarantee of continued employment. Rather, the at-will nature ofthe employment relationship may only be modi?ed by a document that is expressly designated as an ?employment agreement" or ?employment contract? and signed by the CEO or President ofthe Company. By accepting the Company's offer of employment, you agree to comply with and be bound by the operating practices, procedures and policies that the Company may put into effect from time to time during your employment You also represent and warrant that you are ?ee to enter into and fully perform this agreement and the agreements referred to herein without breaching any other agreement or contract to which you are or may be bound, including any existing or previous employment agreement or non-competition agreement. This offer is valid until withdrawn or for seven (7) days, whichever is shorter, and is contingent upon satisfactory completion of reference checks and your compliance with the I986 lnunigration Reform and Control Act. This offer is also contingent upon your execution of the Company Employee Non-Disclosure, Assigmnent, Non-Solicitation and Non-Competition Agreement, which is an inteng part of this employment. Please indicate your acceptance of this offer of employment by signing and dating below, and returning to the Company this signed offer letter and the signed Employee Non-Disclosure, Assignment, Non-Solicitation and Non-Competition Agreement. We look forward to having you join the Company team and anticipate that this will be a mutually bene?cial relationship. If you have any questions, please feel ?ee to give us a call. Sincerely, The Daily Caller News Foundation Neil Patel President AGREED AND ACCEPTEDName: this (gramme) ?red . Address: [0-13 Deter Cree-j: emu-L- (chin 5, CC (L. 531%.: at 0'19! Eglosurgg: Employee Non-Disclosure, Assignment, Non-Solicitation and Non-Competition Agreement WWISJ 08/24/2013 11:31 FAX I002 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE WASHINGTON, D.C. 20224 TAX EXEMPT AND GOVERNMENT ENTITIEB DIVISION Date: June 24, 2013 Employer Identi?cation Number: 45-2922471 The Daily Caller News Foundation Person to Contact and ID Number: clo Neil Patel Hilary Goehausen 22-21514 1050 17?" Street. NW Contact Telephone Number: Suite 900 (202) 283?891 5 Washington, D.C. 20036 FAX Number: (202) 283-8937 Response Requested By: July 15, 2013 Dear Applicant: We have reviewed your application for exempt status under section 501(c)(3) of the lntemal Revenue Code and found that additional information is needed to help determine whether you are tax exempt. To complete our consideration we need the following information over the signature of one of your principal of?cers or directors. 1. You stated in your Form 1023 that the position of Director was ?to be detennined." Have you named a third Director of your organization? If so, please provide the information requested in Part V, 1a, for your Director. You stated in your Form 1023 that you will act as a clearinghouse for new research on public policies. Please explain in detail what ?acting as a clearinghouse? entails and the speci?c activities you undertake (or plan to undertake) for this purpose. In your 1023 you stated that you are a consumer research educational organization and your goal is to inform consumers on important issues by providing consumer news and research. a. Explain in detail the manner in which you publish and distribute your research and news. For example. do you publish written materials such as journals or newsletters. and/or web-based materials? Provide a representative sample of the names of organizations and/or websites with which you have a partnership to publish your news and research. b. Explain in detail whether you publish your news items and research on in the materials you submitted with your Form 1023. you indicate that you have a relationship with the Daily Caller, a for-pro?t website that provides breaking news and comments- 06/24/2013 ?1532 FAX I003 The Daily Caller News Foundation a. Explain in detail how your activities differ from the activities of the Daily Caller. b. Explain in detail your relationship. and all transactions you have. with the Daily Caller. 0. You stated in your Form 1023 that you intended to enter into an oral agreement for personnel and of?ce space with the Daily Caller. Explain In detail the terms of all oral agreements you have for shared personnel. of?ce space and all other shared resources. Please explain why no formal written agreement exists. If you do have written agreements with the Dally Caller, provide cepies. d. Explain in detail how costs are allocated between you and the Daily Caller for your shared resources. including but not limited to the shared personnel and of?ce space. a. You stated that you have no formal written agreements with the Daily Caller and that your agreements are all oral. Would you be willing to reduce your oral agreements to writing? 5. You stated that you will publish materials to which you may own the copyright. if you have entered into any syndication or licensing agreements. please provide a copy of those documents. If you syndicate articles, what percentage of your income is derived from syndication? a. Do you syndicate your materials to the Daily Caller? Please explain. . including what licensing fees you charge. b. Do you syndicate your materials to other organizations besides the Daily Caller? Please explain, including what licensing fees you charge. 6. You stated that you will provide services to the Daily Caller free of charge, and that the Daily Caller will provide services to you free of charge. a. Explain in detail all services that you provide to the Daily Caller. and who on behalf of your organization provides these services. b. Explain in detail all services that the Daily Caller provides to your organization, and who on behalf of the Daily Caller provides those services. 7. Please update the ?nancial statements on Form 1023. Part IX, Financial Data, to provide actual revenues and expenses for the tax years ending 2011 and 2012. Please list your revenues by source. 8. Do you sell advertising space? if so, provide the amount of Income you have derived from advertising since your formation. 06/24/2013 11:32 FAX I004 The Daily Caller News Foundation a. On an average day. what percentage of the total content of your online and/or print materials are devoted to advertising? 9. Have you entered into employment or other written agreements with your staff bloggers'? if so. please provide copies of these agreements. If you have oral agreements with these individuals, provide a description of the agreement. 10. Organizations described in section 501(c)(3) are prohibited from participating in. or intervening in (including the publcation or distribution of statements). any political campaign on behalf of (or in opposition to) any candidate for public office. This means. for example, that they cannot (1) endorse any candidate. (2) contribute money or property to a candidate's campaign. (3) engage in fund raising for a candidate, (4) distribute statements for or against a particular candidate. or (5) become involved in any other activity that may othenrvise favor or oppose a candidate for public of?ce. This is an absolute prohibition. violation of which can preclude exemption or result in revocation of exempt status or the imposition of certain excise taxes. Activities that may otherwise be ?educatio nal" can also constitute political intervention if they also encourage individuals to vote for or against a candidate. Thus. even activities that encourage people to vote for or against a particular candidate on the basis of nonpartisan criteria violate the political campaign prohibition of section 501 For further guidance. please see Revenue Ruling 2007-41 2007-25 1421 . which analyzes a number of different factual situations for the purpose of determining whether political campaign intervention occurs. Please note that statement made on radio programs and posting material on a website that consists of political campaign intervention are treated the same as any other form of communication. such as distributing printed material. Rev. Rul. 2007- 41 is available on the website a. Please provide a statement acknowledging that you understand the prohibition against participating or intervening in any political campaign on behalf of or in opposition to any candidate for public office. b. Please provide a statement declaring that you will not publish or distribute any material. or post articles on your website. that would violate the prohibition against participating or intervening in any political campaign on behalf of or in opposition to any candidate for public office. c. Please explain how you ensure that you do not publish or otherwise distribute written or online materials and other communications that 06/24/2013 11:32 FAX @005 The Daily Caller News Foundation constitute political campaign intervention? For example. what mechanisms do you have in place to ensure that your publications do not include political campaign intervention? The information you submit should be accompanied by the following declaration: Under penalties of perjury, I declare that i have examined this information, including accompanying documents, and, to the best of my knowledge and belieli the information contains all the relevant facts relating to the request for the information, and such facts are true, correct, and complete. If the additional information shows you qualify for exempt status, we will send you an exemption letter. If the additional information shows you do not qualify for exempt status, we will explain our decision and provide information about the appeal rights available to you. If we approve your application for exemption. we will be required by law to make the application and the information that you submit In response to this letter available for public inspection. Please ensure that your response doesn't include unnecessary personal identifying information, such as bank account numbers or Social Security numbers, that could result in identity theft or other adverse consequences if publicly disclosed. if you have any questions about the public inspection of your application or other documents, please call the person whose name and telephone number are shown above. Please respond by the date shown in the heading of this letter. If you need an extension of time to respond, or if you have any other questions about this matter, please call me at the above telephone number. You will expedite our receipt of your reply-by using the following address on the envelope. if it is convenient, you may fax your reply using the fax number shown In the heading of this letter. lntemal Revenue Service (535-02) Hilary Goehausen 1111 Constitution Ave, NW. Washington, DC 20224 If you do not provide the requested information in a timely manner, it will be considered by the Service as a failure to take all reasonable steps to secure the ruling you requested. Under Code section 7428(b)(2), your failure to take all reasonable steps to secure the ruling requested in a timely manner may be considered as a failure to exhaust the administrative remedies available to you within the Service, and thus may os/g4/2o13 11:_az FAX one The Daily Caller News Foundation preclude the issuance of a declaratory judgment in this matter under the Judicial proceedings of Code section 7428. Thank you for your cooperation. We have sent a copy of this letter to your representative as indicated in your power of attorney. Sincerely, Hilary Goehausen Tax Law Specialist Exempt Organizations Technical Group 1 ARTHURLHEIOLD ALAN EDTE EDWARD D. COLE-IAN IOHNWHAZARDJIL HUGHi-Lweasral DMDEGOCH JANE s. wusoMjR. CHARLESFLWATKINS SARAHEMOONEY LAW OFFICES CHAMBERLAIN BEAN, LLP 1747 N.W WASHINGTON, DC. 20006 (202) 785-9500 FAX: (202) 835?0243 Geese: nweasm (ma-I996) cum 5. WN (19mm oscounsu BEAN KW "mason mamm- mco-wan mums September 13, 2011 BY FEDEX Internal Revenue Service 201 West Rivercenter Blvd. Attn: Extracting Stop 312 Covington, KY 4101 1 Re: Application for Recognition of Exemption under Section 501(c)(3), Form 1023 for The Daily Caller News Foundation Dear Sir or Madam: This letter is submitted in support of The Daily Caller News Foundation?s Application for Recognition of Exemption under Section 501(c)(3). Enclosures Enclosed you will ?nd the following attachments: 1 check, payable to the ?United States Treasury,? totaling $850.00; b) Form 1023 Checklist; c) Form 2848, Power of Attorney and Declaration of Representative; d) Form 1023, Application for Recognition of EXemption under Section 501(c)(3); e) Exhibit A, Articles of Incorporation for The Daily Caller News Foundation; f) Exhibit B, Bylaws for The Daily Caller News Foundation; g) Exhibit C, Answers to questions posed in the 1023 form; and h) Exhibit D, Con?ict of Interest Policy for The Daily Caller News Foundation. Please contact me if you have any questions. Form 1023 Checklist (Revised June 2006) Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code Note. Retain a copy of the completed Form 1023 in your permanent records. Refer to the General instructions regarding Public Inspection of approved applications. Check each box to finish your amlication (Form 1023). completed Checklist with your ?lled-in application. If you have not answered all the items belowI your application may be retumd to you as incomplete. Assemble the application and materials in this order: 0 Form 1023 Checklist 0 Form 2848, Power of Attorney and Declaration of Representative (if filing) 0 Form 8821, Tax information Authorization (if filing) 0 Expedite request (if requesting) 0 Application (Form 1023 and Schedules A through H, as required) 0 Articles of organization 0 Amendments to articles of organization in chronological order 0 Bylaws or other rules of operation and amendments 0 Documentation of nondiscriminatory policy for schools, as required by Schedule 0 Form 5768, Election/Revocation of Election by an Eligible Section 501(c)(3) Organization To Make Expenditures To Influence Legislation (if filing) 0 All other attachments, including explanations, financial data. and printed materials or publications. Label each page with name and EIN. User fee payment placed in envelope on tap of checklist. DO NOT STAPLE or otherwise attach your check or money order to your application. instead, just place it in the envelope. Employer Identification Number (EIN) Completed Parts I through XI of the application, including any requested information and any required Schedules A through H. 0 You must provide specific details about your past, present, and planned activities. 0 Generalizations or failure to answer questions in the Form 1023 application will prevent us from recognizing you as tax exempt. 0 Describe your purposes and proposed activities in speci?c easily understood terms. 0 Financial information should correspond with proposed activities. Schedules. Submit only those schedules that apply to you and check either ?Yes" or ?No? below. Schedule A Schedule Yes_ No.1. Schedule No_v/_ Schedule Yes No Schedule 0 Schedule Yes_. Schedule Yes_ Schedule Yes_ An exact copy of your complete articles of organization (creating document). Absence of the proper purpose and dissolution clauses is the number one reason for delays in the issuance of determination letters. 0 Location of Purpose Clause from Part line 1 (Page, Article and Paragraph Number) 0 Location of Dissolution Clause from Part line 2b or 2c (Page, Article and Paragraph Number) or by operation of state law P- 2. Article Eighth Signature of an of?cer, director, trustee, or other official who is authorized to sign the application. 0 Signature at Part XI of Form 1023. Your name on the application must be the same as your legal name as it appears in your articles of organization. Send completed Form 1023, user fee payment, and all other required information, to: Internal Revenue Service PO. Box 192 Covington, KY 41012-0192 If you are using express mail or a delivery service, send Form 1023, user fee payment, and attachments to: internal Revenue Service 201 West Rivercenter Blvd. - Attn: Extracting Stop 312 Covington, KY 41011 P?ntedmrecycledmw 2848 Power of Attorney 1545-0150 Fm" I ti Re resentative (Flev. June 2008) an ac ara 0n 0 Received by: mma?? Type or print. See the separate instructions. Name Power of Attorney Telephone Caution: Form 2848 will not be honored for any purpose other than representation before the Function 1 Taxpayer information. Taxpayeris) must sign and date this form on page 2, line 9. Date I I Taxpayer narne(s) and address Social security numberis) Employer identi?caticin number The Daily Caller News Foundation 1050 17th Street, NW . . Suite 900 45 2922471 Washington, DC 20036 Daytime telephone number Plan number (if applicable) 202 506n2027 hereby appointis) the following representative(s) as 2 Representatlv?s) must sign and date this form on page 2, Part ll. Name and address CAF No. John R. Strout Telephone No 39.273.519.599 1747 Avenue, NW, suite 1000 Fax No. 292-335-0249 Washington, DC apnoea Check if new: Address Ci Telephone No. Fax No. Ci Name and address CAF No. 2?09:009468 Alan P. Dye Telephone No. 292228.59599 1747 Avenue, NW, Suite 1000 Fax No. 202-835-0243 Washington. DC 20006 Check if new: Address Ci Telephone No. i: Fax No. Name and address CAF No. Telephone No. Fax No. Check if new: Address [3 Telephone No. Fax No. to represent the taxpayeris) before the lntemal Revenue Service for the following tax matters: 3 Tax matters Year(s) or Period(s) (see the instructions for line 3) Tax Form Number Type of Tax (income, Employment. Excise, etc.) (1040, 941, 720, etc.) or Civil Penalty (see the instructions for line 3) Income, Exemption 990, 1 023, 38-4 201 1 -2014 Specific use not recorded on Centralized Authorization File if the power of attorney is for a speci?c use not recorded on CAF, check this box. See the instructions for Line 4. Speci?c Uses Not Recorded Acts authorized. The representatives are authorized to receive and inspect con?dential tax information and to perform any and all acts that I (we) can perform with respect to the tax matters described on line 3, for example, the authority to sign any agreements, consents, or other documents. The authority does not include the power to receive refund checks (see line 6 below), the power to substitute another representative or add additional representatives. the power to sign certain returns, or the power to execute a request for disclosure of tax returns or return information to a third party. See the line 5 instructions for more information. Exceptions. An unenrolled return preparer cannot sign any document for a taxpayer and may only represent taxpayers in limited situations. See Unenrolled Return Preparer on page 1 of the instructions. An enrolled actuary may only represent taxpayers to the extent provided in section 10.3(d) of Treasury Department Circular No. 230 (Circular 230). An enrolled retirement plan administrator may only represent taxpayers to me extent provided in section 10.3(e) of Circular 230. See the line 5 Instructions for restrictions on tax matters partners. In most cases, the student practitioner?s (levels and l) authority is limited (for example, they may only practice under the supervision of another practitioner). For Privacy Act and Paperwork Reduction Act Notice, see page 4 of the instructions. Receipt of refund checks. if you want to authorize a representative named on line 2 to receive, BUT NOT TO ENDORSE OR CASH. refund checks. initial here and list the name of that representative below. Name of representative to receive refund check(s) Cat. No. 11900.: Form 2848 (Rev. 6-2008) Form 2848 (Rev. 6-2008) Page 2 7 Notices and communications. Original notices and other written communications will be sent to you and a copy to the ?rst representative listed on line 2. a if you also want the second representative listed to receive a copy of notices and communications. check this box . . . . . If you do not want any notices or communications sent to your representativels), check this box . . . . a Retention/revocation of prior power(s) of attorney. The ?ling of this power of attorney automatically revokes all earlier powerls) of attorney on ?le with the Intemai Revenue Service tor the same tax matters and years or periods covered by this document. If you do not want to revoke a prior power of attorney, check hereYOU MUST ATTACH A COPY OF ANY POWER OF ATTORNEY YOU WANT TO REMAIN IN EFFECT. 9 Signature of taxpayeds). If a tax matter concerns a joint return. both husband and wife must sign it joint representation is requested, otherwise. see the instructions. if signed by a corporate officer. partner. guardian. tax matters partner. executor. receiver. administrator. or trustee on behalf of the taxpayer. i certify that have the authority to execute this form on behalf of the taxpayer. President- Ti tie-(if- applicable) Neil Patel The Daily Caller News Foundation PIN Number if other_than individual Slgnature Print Name PIN Number Declaration of Representative Caution: Students with a special order to represent taxpayers in qualified Low income Taxpayer Clinics or the Student Tax Clinic Program (levels It and I). see the for Part II. Under penalties of perjury, I declare that: I am not currently under suspension or disbarment from practice before the Intemai Revenue Service; a i am aware of regulations contained in Circular 230 (31 CFR. Part 10), as amended, concerning the practice of attorneys, certi?ed public accountants, enrolled agents. enrolled actuaries. and others; I i am authorized to represent the taxpayer(s) identified in Part I for the tax matter(s) speci?ed there; and I am one of the following: . Attorney?a member in good standing of the bar of the highest court of the jurisdiction shown below. Certified Public Accountant?duly qualified to practice as a certi?ed public accountant in the jurisdiction shown below. Enrolled Agent?enrolled as an agent under the requirements of Circular 230. Of?cer?a bona fide officer of the taxpayer?s organization. Full-Time Employee?a full-time employee of the taxpayer. Family Member?a member of the taxpayer's immediate family (for example. spouse. parent, child. brother. or sister). Enrolled Actuary?enrolled as an actuary by the Joint Board for the Enrollment of Actuaries under 29 U.S.C. 1242 (the authority to practice before the Intemai Revenue Service is limited by section 10.3(dj of Circular 230). Unenrolled Return Preparer?the authority to practice before the Internal Revenue Service is limited by Circular 230, section You must have prepared the return in question and the return must be under examination by the See Unenroiled Return Preparer on page 1 of the instructions. Student Attorney?student who receives permission to practice before the by virtue of their status as a law student under section 10.7(d) cf Circular 230. I Student CPA?student who receives permission to practice before the IRS by virtue of their status as a CPA student under section 10.7(d) of Circular 230. Enrolled Retirement Plan Agent-wenrolled as a retirement plan agent under the requirements of Circular 230 (the authority to practice before the lntemai Revenue Service is limited by section 103(9)). iF THIS DECLARATION OF REPRESENTATIVE IS NOT SIGNED AND DATED, THE POWER OF WILL BE RETURNED. See the Part II instructions. ?setter ?issuer //Sra:re .. tile/u a Dc Form 2848 (Rev. 6-2008) Note: if exempt status ls I 'tion 0f Exem tiOl?l Form1023 Application for Recogni (Rev. June 2006} Under Section 501(c)(3) of the Internal Revenue Code this Department of the Treasury application be open for publrc inspection. Internal Revenue Service Use the instructions to complete this application and for a de?nition of all bold items. For additional help, call IRS Exempt Organizations Customer Account Services toll?free at 1-877-829-5500. Visit our website at for forms and publications. lithe required information and documents are not submitted with payment of the appropnate user fee, the appilcation may be returned to you. Attach additional sheets to this application if you need more space to answer fully. Put your name and EIN on each sheet and identify each answer by Part and line number. Complete Parts XI of Form 1023 and submit only those Schedules (A through H) that apply to you. Identi?cation of Applicant 1 Full name of organization (exactly as it appears in your organizing document) 2 old Name 0f applicable) The Daily Caller News Foundation Neil Patel 3 Mailing address (Number and street) (see instructions) Room/Suite 4 Employer Identi?cation Number (EIN) 1050 17th Street, NW I Suite 900 45-2922471 City or town, state or country, and ZIP 4 5 Month the annual accounting period ends (01 -12) Washington, DC 20036 12 6 Primary contact (officer. director, trustee, or authorized representative) 3 Name: John R. Strout Phone: 202-785-9500 Fax: (optional) 202-835-0243 7 Are you represented by an authorized representative, such as an attorney or accountant? If ?Yes,? Yes No provide the authorized representative?s name, and the name and address of the authorized representative?s firm. Include a completed Form 2848, Power of Attorney and Declaration of Representative, with y0ur application if you would like us to communicate with your representative. 8 Was a person who is not one of your of?cers, directors, trustees, employees, or an authorized Yes No representative listed in line 7, paid, or promised payment, to help plan, manage, or advise you about the structure or activities of your organization, or about your ?nancial or tax matters? if ?Yes,? provide the person?s name, the name and address of the person's firm, the amounts paid or promised to be paid. and describe that person's rote. 9a Organization?s website: NIA Organization?s email: (optional) NIA 10 Certain organizations are not required to file an information return (Form 990 or Form If you Yes No are granted tax-exemption, are you claiming to be excused from filing Form 990 or Form if ?Yes," explain. See the instructions for a description of organizations not required to file Form 990 or Form QQO-EZ. 11 Date incorporated if a corporation, or formed, it other than a corporation. 07 26 2011 12 Were you formed under the laws of aforeign country? Cl Yes 121 No If ?Yes," state the country. 2 For Papemrork Reduction Act Notice, see page 24 of the instructions. Cat. No. 17133K Form .1023 (Rev. 6?2006) Fm 1023 (Rev. 6-2006) Name, The Daily Caller News Foundation EIN: 45 - 2922471 Page 2 anizational Structure . You must be a corporation anciuding a limited liability company), an unincorporated association, or a trust to be tax exempt. (See Instructions.) DO NOT ?le this form unless you can check ?Yes? on lines corporation? If ?Yes,? attach a copy of your articles of incorporation showing certi?cation Yes No of ?ling with the appropriate state agency. include copies of any amendments to your articles and be sure they also show state ?ling certi?cation. 2 Are you a limited liability company if ?Yes," attach a copy of your articles of organization showing Ci Yes No certi?cation of filing with the appropriate state agency. Also, if you adopted an operating agreement, attach a copy. include copies of any amendments to your articles and be sure they show state ?ling certification. Refer to the instructions for circumstances when an LLC should not ?le its own exemption application. 3 Are you an unincorporated association? If "Yes," attach a copy of your articles of association. CI Yes 121 No constitution, or other similar organizing document that is dated and includes at least two signatures. Include signed and dated copies of any amendments. 4a Are you atrust? if ?Yes," attach a signed and dated copy of your trust agreement. Include signed Cl Yes 12] No and dated copies of any amendments. Have you been funded? it explain how you are formed without anything of value placed in trust. Yes No 5 Have you adopted bylaws? If ?Yes,? attach a current copy showing date of adoption. lf explain Yes Cl No how your of?cers. directors, or trustees are selected. Required Provisions in Your OrganizingDocument The following questions are designed to ensure that when you file this application, your organizing document contains the required provisions to meet the organizational test under section 501(c)(3). Unless you can check the boxes in both lines 1 and 2, your organizing document does not meet the organizational test. DO NOT file this application until you have amended your organizing document Submit your original and amended organizing documents (showing state ?ling certi?cation if you are a corporation or an LLC) with your application. 1 Section 501(c)(3) requires that your organizing document state your exempt purpose(s), such as charitable, in religious, educational, and/or scienti?c purposes. Check the box to confirm that your organizing document meets this requirement. Describe speci?cally where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing document. Refer to the instructions for exempt purpose language. Location of Purpose Clause (Page, Article, and Paragraph): Page 1, Article Third 28 Section 501(c)(3) requires that upon dissolution of your organization, your remaining assets must be used exclusively for exempt purposes, such as charitable, religious, educational, and/or scienti?c purposes. Check the box on line 2a to confirm that your organizing document meets this requirement by express provision for the distribution of assets upon dissolution. If you rely on state law for your dissolution provision, do not check the box on line 2a and go to line 2c. 2b If you checked the box on line 2a, specify the location qf your dissolution clause (Page, Article, and Paragraph). Do not complete line 2c if you checked box 2a. Page ?1 Amc'e Earn!" 2c See the instructions for information about the operation of state law in your particular state. Check this box if you rely on operation of state law for your dissolution provision and indicate the state: Narrative Description of Your Activities Using an attachment, describe your past, present, and planned activities in a narrative. If you believe that you have already provided some of this information in response to other parts of this application, you may summarize that information here and refer to the speci?c parts of the application for supporting details. You may also attach representative copies of newsletters, brochures. or similar documents for supporting details to this narrative. Remember that if this application is approved, it will be open for public inspection. Therefore, yournarrative description of activities should be thorough and accurate. Refer to the instructions for information that must be included in your description. Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and independent Contractors 1a List the names, tides, and mailing addresses of all of your officers, directors, and trustees. For each person listed, state their total annual compensation, or proposed compensation, for all services to the organization, whether as an of?cer. employee. or other posrtion. Use actual ?gures, if aVaIIable. Enter ?none? if no compensation is or will be paid. If additional space Is needed. attach a separate sheet. Refer to the instructions for Information on what to include as compensation. Compensation amount Name Title Mailing address (annual actual or estimated) 0.959. Washington, DC 20035 1050 17th Street, NW Ste. 900 rl no or a son Secretary/Director Washirtgton,DC 20036 None To be determined Director ?y99t??w??t?1999 Nona Neil Patel PresidentITreasu rerIDlrector None Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name; The Daily Caller News Foundation 45 2922471 page 3 Compensation and Other Financial Arrangements With Your Of?cers, Directors, Trustees, Employees, and Independent Contractors (Continued) List the names, titles, and mailing addresses of each of your five highest compensated employees who receive or will receive compensation of more than $50,000 per year. Use the actual ?gure, it available. Refer to the instructions for information on what to include as compensation. Do not include offiCers, directors, or trustees listed in line 13.. Compensation amount Mailing address (annual actual or estimated) Name Title NIA List the names, names of businesses, and mailing addresses of your ?ve highest compensated independent contractors that receive or will receive compensation of more than $50,000 per year. Use the actual figure, rf available. Refer to the instructions for information on what to include as compensation. Compensation amount Name Title Mailing address (annual actual or estimated) NIA The following ?Yes? or "No" questions relate to past, present, or planned relationships, transactions, or agreements with your of?cers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines 1ayour officers, directors, or trustees related to each other through family or business Yes No relationships? If "Yes," identify the individuals and explain the relationship. Do you have a business relationship with any of your officers, directors, or trustees other than Yes No through their position as an officer, director, or trustee? If ?Yes," identify the individuals and describe the business relationship with each of your officers, directors, or trustees. Are any of your officers, directors, or trustees related to your highest compensated employees or Cl Yes [21 No highest compensated independent contractors listed on lines lb or 1c through family or business relationships? If ?Yes," identify the individuals and explain the relationship. 3a For each of your of?cers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines 1a, lb, or 10, attach a list showing their name, qualifications, average hours worked, and duties. Do any of your of?cers, directors, trustees, highest compensated employees, and highest Yes i] No compensated independent contractors listed on lines 1a, lb, or 1c receive compensation from any other organizations, whether tax exempt or taxable, that are related to you through common control? if ?Yes,? identify the individuals, explain the relationship between you and the other organization, and describe the compensation arrangement. 4 In establishing the compensation for your officers, directors, trustees,- highest compensated employees, and highest compensated independent contractors listed on lines 1a, 1b, and to, the following practices are recommended, although they are not required to obtain exemption. Answer ?Yes" to all the practices you use. a Do you or will the individuals that approve compensation arrangements follow a con?ict of interest policy? Yes No Do you or will you approve compensation arrangements in advance of paying compensation? Yes No Do you or will you document in writing the date and terms of approved compensation arrangements? 12] Yes No Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6?2006) 5a 6a Employees, and Independent Contractors (Continued) Do you or will you record in writing- the decision made by each individual who decided or voted on compensation arrangements? Do you or will you approve compensation arrangements based on information about compensation paid by similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations? Flefer to the instructions for Part V, lines 1a, 1b, and is, for information on what to include as compensation. Do you or will you record In writing both the information on which you rolled to base your decision and its source? if you answered ?No? to any item on lines 4a through 4f, describe how you set compensation that is reasonable for your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in Part V, lines 1a, 1b, and 1c. Have you adopted a con?ict of interest policy consistent with the sample conflict of interest policy in Appendix A to the instructions? If ?Yes.? provide a copy of the policy and explain how the policy has been adopted, such as by resolution of your governing board. If answer lines 5b and So. What procedures will you follow to assure that persons who have a conflict of interest will not have influence over you for setting their own compensation? What procedures will you follow to assure that persons who have a con?ict of interest will not have in?uence over you regarding business deals with themselves? Note: A conflict of interest policy is recommended though it is not required to obtain exemption. Hospitals, see Schedule C, Section l, line 14. Do you or will you compensate any of your of?cers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines 1 a, to, or 10 through non-fixed payments, such as discretionary bonuses or revenue-based payments? if "Yes,? describe all non-?xed compensation arrangements, including how the amounts are determined, who is eligible for such arrangements, whether you place a limitation on total compensation, and how you determine or will determine that you pay no more than reasonable compensation for services. Refer to the instructions for Part V, lines 1a, 1b, and 10, for information on what to include as compensation. Do you or will you compensate any of your employees, other than your officers, directors, trustees, or your five highest compensated employees who receive or will receive compensation of more than $50,000 per year, through non-fixed payments, such as discretionary bonuses or revenue?based payments? If ?Yes,? describe all non ixed compensation arrangements, including how the amounts are or will be determined, who is or will be eligible for such arrangements, whether you place or Will place a limitation on total compensation, and how you determine or will determine that you pay no more than reasonable compensation for services. Refer to the instructions for Part V, lines 1a, 1b, and 1c, for information on what to include as compensation. Name. The Daily Caller News Foundation EN: 45 - 2922471 Compensation and Other Financial Arrangements With Your Of?cers, Directors, Trustees, Yes .Yes Yes Yes Yes El Yes Page will you purchase any goods, services, or assets from any of your officers, directors, trustees. highest compensated employees, or highest compensated independent contractors listed in lines 1a, lb, or to? If ?Yes," describe any such purchase that you made or intend to make, from whom you make or will make such purchases, how the terms are or will be negotiated at arm?s length, and explain how you determine or will determine that you pay no more than fair market value. Attach copies of any written contracts or other agreements relating to such purchases. Do you or will you sell any goods, services, or assets to any of your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1a, lb, or 1c? If ?Yes,? describe any such sales that you made or intend to make, to whom you make or Will make such .sales, how the terms are or will be negotiated at arm?s length, and explain how you deterrmne or determine you are or will be paid at least fair market value. Attach cepies of any wntten contracts or other agreements relating to such sales. DYes Yes MNO .No ?$00.00 Do you or will you have any leases, contracts, loans, or other agreements with your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 10? If ?Yes," provide the information requested in lines 8b through St. Describe any written or oral arrangements that you made or intend to make. Identify with whom you have or will have such arrangements. Explain how the terms are or will be negotiated at arm?s length. Explain how you determine you pay no more than fair market value or you are paid at least fair market value. Attach copies of any signed leases, contracts, loans, or other agreements relating to such arrangements. Yes Do you or will you have any leases, contracts, loans, or other agreements with any organization in which any of your of?cers, directors, or trustees are also officers, directors, or trustees, or in which any individual officer, director, or trustee owns more than a 35% interest? it ?Yes," provide the information requested in lines 9b through 9f. Yes Form 1023 (Rev. 6-2006} Form 1023 5-2003) Name; The Daily Caller News Foundation 45 - 2922471 Page 5 Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors (Continued) Describe any written or oral arrangements you made or intend to make. identify with whom you have or will have such arrangements. Explain how the terms are or will be negotiated at arm?s length. 6 Explain how you determine or will determine you pay no more than fair market value or that you are paid at least fair market value. 1? Attach a copy of any signed leases, contracts, loans, or other agreements relating to such arrangements. Your Members and Other Individuals and Organizations That Receive Bene?ts From You The following ?Yes? or ?No? questions relate to goods, services, and funds you provide to individuals and organizations as part of your activities. Your answers should pertain to past, present, and planned activities. (See instructions.) 18 ln carrying out your exempt purposes, do you provide goods, services, or funds to individuals? lf Ci Yes '34 No ?Yes," describe each program that provides goods, services, or funds to individuals. to In carrying out your exempt purposes, do you provide goods, services, or funds to organizations? if El Yes No ?Yes," describe each program that jrovides ggods, services, or funds to organizations. 2 Do any of your programs limit the provision of goods, services, or funds to a specific individual or Yes No group of specific individuals? For example, answer ?Yes," if goods, services, or funds are provided only for a particular individual, your members, individuals who work for a particular employer, or graduates of a particular school. If ?Yes,? explain the limitation and how recipients are selected for each pregram. 3 Do any individuals who receive goods, services, or funds through your programs have a family or Cl Yes No business relationship with any of?cer. director, trustee, or with any of your highest compensated employees or highest compensated independent contractors listed in Part V, lines 1a, ?lb, and to? if ?Yes.? explain how these related individuals are eligible for goods. services. or funds. MYour History The foilowingWes? or ?No? questions relate to your history. (See instructions.) 1 Are you a successor to another organization? Answer ?Yes," if you have taken or will take over the Yes El No activities of another organization; you took over 25% or more of the fair market value of the net assets of another organization; or you were established upon the conversion of an organization from for-pro?t to non-pro?t status. if ?Yes,? complete Schedule G. 2 Are you submitting this application more than 27 months after the end of the month in which you El Yes No were legally formed? if ?Yes,? complete Schedule E. Your Speci?c Activities The following ?Yes" or "No? questions relate to speci?c activities that you may conduct. Check the appropriate box. Your answers should pertain to past, present, and planned activities. (See instructions.) 1 Do you support or oppose candidates in political campaigns in any way? if "Yes," explain. Yes No 2a Do you attempt to in?uence legislation? If "Yes," explain how you attempt to in?uence legislation Cl Yes [3 No and complete llne 2b. lf go to line 3a. Have you made or are you making an election to have your legislative activities measured by El Yes No expenditures by ?ling Form 5768? If ?Yes,? attach a copy of the Form 5768 that was already filed or attach a completed Form 5768 that you are filing with this application. If describe whether your attempts to in?uence legislation are a substantial part of your activities. Include the time and money spent on your attempts to influence legislation as compared to your total activities. 3a Do you or will you operate bingo or gaming activities? If "Yes,? describe who conducts them, and Yes No list all revenue received or expected to be received and expenses paid or expected to be paid in operating these activlties. Revenue and expenses should be provided for the time periods specified in Part lX, Financial Data. in Do you or will you enter into contracts or other agreements with individuals or organizations to Cl Yes [7.3 No conduct bingo or gaming for you? if ?Yes," describe any written or oral arrangements that you made or intend to make, identify with whom you have or will have such arrangements, explain how the terms are or will be negotiated at arm?s length, and explain how you determine or will determine you pay no more than fair market value or you will be paid at least fair market value. Attach copies or any written contracts or other agreements relating to such arrangements. List the states and local jurisdictions, including Indian Reservations. in which you conduct or will conduct gaming or blnqo. Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006} Name; The Daily Caller News Foundation EN: 45 2922471 Page 6 Your Speci?c Activities (Continued) 4a you or will you undertake fundraising? lf "Yes," check all the fundraising programs you do or will conduct. (See instructions.) Yes Ci No iZi mail solicitations iZi phone solicitations email solicitations iZi accept donations on your website El personal solicitations i2] receive donations from another organization's website vehicle, boat. plane, or similar donations government grant solicitations foundation grant solicitations Other Attach a description of each fundraising program. Do you or will you have written or oral contracts with any individuals or organizations to raise funds for you? If ?Yes,? describe these activities. include all revenue and expenses from these activities and state who conducts them. Revenue and expenses should be provided for the time periods speci?ed in Part IX, Financial Data. Also, attach a copy of any contracts or agreements. Do you or will you engage in fundraising activities for other organizations? if ?Yes," describe these arrangements. Include a description of the organizations for which you raise funds and attach copies of all contracts or agreements. List all states and local jurisdictions in which you conduct fundraising. For each state or local jurisdiction listed, speCIfy whether you fundralse for your own organization, you fundraise for another organization, or another organization fundraises for you. Do you or will you maintain separate accounts for any contributor under which the contributor has the right to advise on the use or distribution of funds? Answer ?Yes" if the donor may provide advice on the types of investments, distributions from the types of investments, or the distribution from the donor?s contribution account. it "Yes,? describe this program, including the type of advice that may be provided and submit copies of any written materials provided to donors. EiYes EiNo Ci Yes iZi No Yes No Are you affiliated with a governmental unit? if ?Yes,? explain. Do you or will you engage in economic development? If ?Yes," describe your program. Describe in full who bene?ts from your economic development activities and how the activities promote exempt purposes. Do or will persons other than your employees or volunteers develop your facilities? it "Yes," describe each facility, the role of the developer, and any business or family relationshipis) between the developer and your of?cers, directors. or trustees. Do or will persons other than your employees or volunteers manage your activities or facilities? if ?Yes," describe each activity and facility, the role of the manager, and any business or family relationship(s) between the manager and y0ur officers, directors, or trustees. If there is a business or family relationship between any manager or developer and your officers, directors, or trustees, identify the individuals, explain the relationship, describe how contracts are negotiated at arm's length so that you pay no more than fair market value, and submit a copy of any contracts or other agreements. Yes No Yes El No CiYes No EiYes 1'1 No Do you or will you enter into joint ventures, including partnerships or limited liability companies treated as partnerships, in which you share pro?ts and losses with partners other than section 501(c)(3) organizations? If ?Yes," describe the activities of these joint ventures in which you participate. Ci Yes No 9a fire you appiylng for exemption as a childcare organization under section 501(k)? If ?Yes,? answer lines 9b through 9d. If go to line 10. Do you provide child care so that parents or caretakers of children you care for can be gainfully employed (see Instructions)? If explain how you qualify as a childcare organization described in section 501(k). Of the children for whom you provide child care, are 85% or more of them cared for by you to enable their parents or caretakers to be gainfully employed (see instructions)? it explain how you qualify as a childcare organization described in section 501(k). Are your services available to the general public? if describe the specific group of people for whom your actMties are available. Also, see the instructions and explain how you qualify as a childcare organization described in section 501(k). Cities will you publish, own, or have rights in music, literature, tapes, artworks, choreography, soenti?c discoveries. or other intellectual prOperty? If ?Yes," explain. Describe who owns or will own any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees are determined, and how any items are or will be produced, distributed, and marketed. Yes Ci No Form 1023 (Rev. 6-2006) Form 11 128 1 ?00-?16 143 Regent: 1023 {Hm 5.2005) Name; The Daily Caller News Foundation EN: 45 2922471 Your specific Activities (Continued) Page7 Do you or will you accept contributions of: real property; conservation easements; closely held securities; intellectual property such as patents, trademarks, and copyrights; works of musrc or? art; licenses; royalties; automobiles, boats, planes, or other vehicles; or collectibles of any type? If Yes, describe each type of contribution, any conditions imposed by the donor on the contribution, and any agreements with the donor regarding the contribution. Do you or will you operate in a foreign country or countries? If ?Yes,? answer lines 12b through 12d. If go to line 13a. Name the foreign countries and regions within the countries in which you operate. Describe your operations in each country and region in which you operate. geicnbe how your operations in each country and region further your exempt purposes- Do you or will you make grants, loans, or other distributions to organization(s)? If ?Yes," answer lines 13b through 139. If go to line 14a. Describe how your grants, loans, or other distributions to organizations further your exempt purposes. Do you have written contracts with each of these organizations? if ?Yes,? attach a copy of each contract. identify each recipient organization and any relationship between you and the recipient organization. Describe the records you keep with respect to the grants, loans, or other distributions you make. Describe your selection process, including whether you do any of the following: Do you require an application form? if ?Yes," attach a copy of the form. (ii) Do you require a grant proposal? If ?Yes," describe whether the grant proposal specifies your responsibilities and those of the grantee, obligates the grantee to use the grant funds only for the purposes for which the grant was made, provides for periodic written reports concerning the use of grant funds, requires a ?nal written report and an accounting of how grant funds were used, and acknowledges your authority to withhold and/or recover grant funds in case such funds are, or appear to be, misused. Describe your procedures for oversight of distributions that assure you the resources are used to further your exempt purposes, including whether you require periodic and final reports on the use of resources. Do you or will you make grants, loans, or other distributions to foreign organizations? If "Yes,? answer lines 14b through 14f. if go to line 15. Provide the name of each foreign organization, the country and regions within a country in which each foreign organization operates, and describe any relationship you have with each foreign organization. Does any foreign organization listed in line 14b accept contributions earmarked for a speci?c country or speci?c organization? If "Yes.? list all earmarked organizations or countries. Do your contributors know that you have ultimate authority to use contributions made to you at your discretion for purposes consistent with your exempt purposes? If ?Yes," describe how you relay this information to contributors. Do you or will you make pro-grant inquiries about the recipient organization? If ?Yes." describe these inquiries, including whether you inquire about the recipient?s ?nancial status, its tax-exempt status under the Internal Revenue Code, its ability to accomplish the purpose for which the resources are provided, and other relevant information. Do you or will you use any additional procedures to ensure that your distributions to foreign organizations are used in furtherance of your exempt purposes? if "Yes," describe these procedures, including site visits by your employees or compliance checks by impartial experts, to verify that grant funds are being used appropriately. .Yes DYes Yes Yes Yes Yes Yes Form 1023 (Rev. 6-2006) Form 1023 (Rev. 5.2005) Name: The Daily Caller News Foundation 4?5 2922471 Page 8 Part Your Speci?c Activities (Continued) 15 Do you have a close connection with any organizations? if ?Yes,? explain. Yes N0 16 Are you applying for exemption as a cooperative hospital service organization under section Yes i2] No 501 (91? if ?Yes," explain. 1? Are you applying for exemption as a cooperative service organization of operating educational Ci Yes ill No cgganizations under section 501(f)? If ?Yes." explain. 18 Are you applying for exemption as a charitable risk pooi under section 501 If ?Yes,? explainwill you operate a school? if ?Yes," complete Schedule B. Answer ?Yes," whether you Yes No operate a school as your main function or as a secondary activity. 20 is your main function to provide hospital or medical care? If ?Yes," complete Schedule will you provide low-income housing or housing for the elderly or handicapped? if Yes No ?Yes,? complete Schedule F. 22 Do you or will you provide scholarships, fellowships, educational loans, or other educational grants to Yes [21 No individuals, including grants for travel, study, or other similar purposes? If ?Yes," complete Schedule H. Note: Private foundations may use Schedule to request advance approval of individual grant procedures. Form 1023 (Rev. 6-2006} Form 1023 (Rev. 6-2006) Financial Data Name, The Daily Caller News Foundation EN. 45 2922471 Page 9 For purposes of this schedule, years in existence refer to completed tax years. if in existence 4 or more years, complete the schedule for the most recent 4 tax years. If in existence more than 1 year but less than 4 years, complete the statements for each year in existence and provide projections of your likely revenues and eXpenses based on a reasonable and good faith . estimate of your future finances for a total of 3 years of financial information. if in existence less than 1 year. prov1de projections of your likely revenues and eXpenses for the current year and the 2 following years, based on a reasonable and good faith estimate of your future ?nances for a total of 3 years of financial information. (See instructions.) A. Statement of Revenues and Expenses Type of revenue or expense Current tax year 3 prior tax years or 2 succeeding tax years 1 Gifts. grants, and conuibutions received (do not include unusual grants) From i To 2011 (II) From i To 2012 From i 2013 To From (9) Provide Total for through id) 300,000 600,000 2 Membership fees received 0 0 3 Gross investment income 0 0 4 _5 Net unrelated business "129mg. Taxes levied for your bene?t 0 0 6 Value of services or facilities fumlshed by a governmental unit without charge (not including the value of services generally furnished to the public without charge) 7 Revenues Any revenue not otherwise listed above or in lines 9?12 below (attach an itemized list) 0 0 0 0 8 Total of lines 1 through 7 1 00,000 200.000 300.000 600,000 9 Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is related to your exempt purposes (attach itemized list) 0 0 10 Total of lines 8 and 9 1 00,000 200,000 300.000 600 .000 11 Net gain or loss on sale of capital assets (attach schedule and see instructions) 12 Unusual grants 13 Total Revenue Add lines 10 through 12 100.000 200.000 300,000 600.000 14 Fundraisingexpenses 20,000 30,000 40,000 15 Contributions, gifts, grants, and similar amounts paid out (attach an itemized list) 16 Disbursements to or for the benefit of members (attach an itemized list) 17 Compensation of officers, directors, and trustees 18 Other salaries and wages 19 Expenses Interest expense 20 Occupancy (rent, utilities. etc) 21 Depreciation and depletion 22 Professional fees OGGQOO 23 Any expense not otherwise classified, such as program services (attach itemized list) 75,000 165,000 255,000 24 Total Expenses Add lines 14 through 23 95,000 195,000 295,000 Form 1023 (Rev. 6-2006) Form 1023 ?15.2006, Name: The Daily Caller News Foundation EIN: 45 2922471 Page 10 Financial Data LConli'nued) B. Balance Sheet (for your most recently completed tax year) Year End: 2011 Assets (Whole dollars) 1 Cash . . . . 2 Accounts receivable, net 3 0 3 inventories . . . . . . . . . . . . . 4 0 4 Bonds and notes receivable (attach an itemized list) . 0 5 Corporate stOCks (attach an itemized list) 5 0 6 Loans receivable (attach an itemized list) . . 6 0 7 Other Investments (attach an itemized listDepreclabie and depletable assets (attach an itemized list) . 8 0 9 10 Other assets (attach an itemized list) . . 1? 0 11 Total Assets (add lines 1 through 10) . 11 Liabilities 13 Contributions, gifts, grants, etc, payable . . . . . . . . . . . . . . . . . . . . 13 0 14 Mortgages and notes payable (attach an itemized listOther liabilities (attach an itemized listTotal Liabilities (add lines 12 through 15Fund Balances or Net Assets 17 Total fund balances or net assets . . . . . . . . . . . . . . . . . . . . . . 17 0 18 Total Liabilities and Fund Balances or Net Assets (add lines Have there been any substantial changes in your assets or liabilities since the end of the period Yes No shown above? if ?Yes,? explain. [m Public Charity Status Part is designed to classify you as an organization that is either a private foundation or a public charity. Public charity status is a more favorable tax status than private foundation status. If you are a private foundation, Part is deemed to further determine whether you are a private operating foundation. (See instructions.) 18 Are you a private foundation? if ?Yes," go to line 1b. if go to line 5 and proceed as instructed. El Yes No if you are unsure, see the instructions. As a private foundation, section 508(3) requires special provisions in your organizing document in El addition to those that apply to all organizations described in section 501(c)(3). Check the box to con?rm that your organizing document meets this requirement, whether by express provision or by reliance on Operation of state law. Attach a statement that describes speci?cally where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing document or by Operation of state law. See the instructions, including Appendix B, for information about the special provisions that need to be contained in your organizing document. Go to line 2. 2 Are you a pnvate operating foundation? To be a private operating foundation you must engage Cl Yes Cl No directly in the active conduct of charitable, religious, educational, and similar activities, as opposed to indirectly carrying out these activities by providing grants to individuals or other organizations. If ?Yes,? go to line 3. if go to the signature section of Part Xi. - 3 Have you existed for one or more years? if "Yes." attach ?nancial information showing that you are a private Yes No Operating foundation; go to the signature section of Part Xi. if continue to line 4. 4 Have you attached either (1) an affidavit or Opinion of counsel, (including a written affidavit or opinion Yes No from a certi?ed public accountant or accounting ?rm with expertise regarding this tax law matter), that sets forth facts concerning your operations and support to demonstrate that you are likely to requirements to be classified as a private operating foundation; or (2) a statement describing your proposed operations as a private operating foundation? 5 If you answered "No? to line 1a, indicate the type of public charity status you are requesting by checking one Of the choices below. You may check only one box. The organization is not a private foundation because it is: a 509(a)(1) and church or a convention or association of churches. Complete and attach Schedule A. 509(a)(1) and school. Complete and attach Schedule B. Cl El 509(a)(1) and hospital. a cooperative hospital service organization, or a medical research organization operated in conjunction with a hospital. Complete and attach Schedule C. organization supporting either one or more organizations described in line 53 through c, f, g, or or a publicly supported section 501(c)(4), (5), or (6) oLganization. Complete and attach Schedule D. Form 1023 (Rev. 6?2006) Form 1023 (Rev. 5.2005) Name; The Daily Caller News Foundation EIN: 45 2922471 Page 1 1 Public Charity Status (Con?nuew organization organized and operated exclusively for testing for public safety. 1? 509(a)(1) and organization operated for the bene?t of a college or university that is owned or operated by a governmental unit. 9 509(a)(1) and organization that receives a substantial part of its ?nancial support in the form of contributions from publicly supported organizations, from a governmental unit, or from the general public. organization that normally receives not more than one?third of its ?nancial support from gross investment Income and receives more than one-third of its ?nancial support from contributions. membership fees, and gross receipts from activities related to its exompt functions (subject to certain exceptions). USED A publicly supported organization, but unsure if it is described in 59 or 5h. The organization would like the ms to decide the correct stable. 6 If you checked box 9, h, or i in question 5 above, you must request either an advance or a de?nitive ruling by selecting one of the boxes below. Refer to the instructions to determine which type of rullng you are eligible to receive. a Request for Advance Ruling: By checking this box and signing the consent, pursuant to section 6501(c)(4) of the Code you request an advance ruling and agree to extend the statute of limitations on the assessment of excise tax under section 4940 of the Code. The tax will apply only if you do not establish public support status at the end of the 5-year advance ruling period. The assessment period will be extended for the 5 advance rullng years to 8 years. 4 months. and 15 days beyond the end of the ?rst year. You have the right to refuse or limit the extension to a mutually agreed-upon period of time or issue(s). Publication 1035, Extending the Tax Assessment Period, provides a more detailed explanation of your rights and the consequences of the choices you make. You may obtain Publication 1035 free of charge from the web site at or by calling toll?free 1-800-829-3676. Signing this consent will not deprive you of any appeal rights to which you would otherwise be entitled. If you decide not to extend the statute of limitations, you are not eligible for an advance ruling. Consent Fixing Period of Urnitatioris neon Wm are undersaaripn meat the law sens-us Gods For Organization has) authorized of?cial) (Type or print title or authority of signer) For Use Only Request for De?nitive Ruling: Check this box if you have completed one tax year of at least 8 full months and El you are requesting a definitive ruling. To con?rm your public support status. answer line 6b?) if you checked box 9 in line 5 above. Answer line Shim if you checked box in line 5 above. If you checked box i in line 5 above, answer both lines 6b(i) and Enter 2% of line 8. column on Part Statement of Revenues and Expenses. Attach a list showing the name and amount contributed by each person, company, or organization whose El gifts totaled more than the 2% amount. If the answer is ?None,? check this box. (ii) For each year amounts are included on lines 1, 2. and 9 of Part Statement of Revenues and Expenses, attach a list showing the name of and amount received from each disqualified person. if the answer rs ?None,? check this box. For each year amounts are included on line 9 of Part Statement of Revenues and Expenses, attach a list showing the name of and amount received from each payer. other than a disquali?ed person, whose payments were more than the larger of (1) 1% of line 10, Part Statement of Revenues and Expenses, or (2) $5,000. If the answer is ?None," check this box. 7 Did you receive any unusual grants during any of the years on Part Statement of Cl Yes No Revenues and Expenses? if ?Yes," attach a list including the name of the contributor, the date and amount of the grant. a brief description of the grant, and explain why it is unusual. Form 1023 may. 6-2006) Form 1023 (Rev, 5.2005) Name; The Daily Caller News Foundation 45 2922471 Page 12 User Fee Information You must include a user fee payment with this application it will not be processed without your paid user fee. if your average annual gross receipts have exceeded or will exceed $10, 000 annually over a 4-year period, you must submit payment of $750. If your gross receipts have not exceeded or will not exceed $10. 000 annually over a 4-year period, the required user fee payment is $300. See instructions for Part Xi, fer a de?nition of gross receipts over a 4?year period. Your check or money order must be made payable to the United States Treasury. User fees are subject to change. Check our website at wwars. gov and type ?User Fee? in the keyword box, or call Customer Account Services at 1-877-829?5500 for current information. 1 Have your annual gross receipts averaged or are they expected to average not more than $10,000? Yes 521 No if "Yes," check the box on line 2 and enclose a user fee payment of $300 (Subiect to change?see above). If check the box On line 3 and enclose a user fee payment of $750 (Subject to change?see above). 2 Check the box if you have enclosed the reduced user fee payment of $300 (_ubject to change). 3 Check the box if you have enclosed the user fee payment of $750 (Subject to change). I declare under the penalti: oi . . that I am aum- this application on behalf of the above organization and that have examined this application, including - . and attachments, and to the best of my knowledge it is true, correct, and complete. Plea .. Si gnsa Neil Patel Here ('1gna ure of Of?cer Director, Trustee. or other (Type or print name of signer) (Date) authorized official) President (I'ype or print title or authority of signer) Reminder: Send the completed Form 1023 Checklist with your filled?in-application. Form 1023 (Rev. 6-2006) Staceefm af?bate 07 man 02:32 PM 07/26/2011. saw 110858628 - 5019103 FILE cameras or rNconrorumonr . or THE mm CALLER NEWS FOUNDATION year'sormore, actingasincorporators of a connotation do hereby adopt the following Articles of Incorporation for such corporation prmanttotheGener-al Corporation Iawofthe State ofDelaware. ml: The name of the corporation is: The Dairy Caller News Foundation 51599212: The period of duration is perpetual. 11m: The speci?c and primary purposes for which this corporation is formed and for which it shall be exclusively administered and operated are to receive, administer md expend funds for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, including the following: I. To conduct research on public policy issues and publish the results of such research; 2. To engage in other charitable activities as determined by the Board of Directors; and 3. To engage in any and all lawful activities incidental to the foregoing purposes except as restricted herein. Inorderto andforno otherpurposcorpurposes, this corporation shall have all the powers granted to it by the laws of the State of Delaware; provided. however, that this corporation shall not. except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation. EQURTH: The corporation shall have no authority to issue capital stock. The corporation shall not have members. gm: No part of the net earnings of the corporation shall inure to or for the benefit of, or be distributable to, its directors, of?cers, or other private persons, except that the corporation shall be authorized and simmered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes and objects set forth in Article THIRD hereof. No substantial part of the activities ofthe corporation shall be the carrying on of propaganda. or otherwise attempting to in?uence legislation, and the corporation shall not participate in. or intervene in (including by publishing or distributing statements) any political on behalfof any candidate for public o?ce. Notwithstanding any other provision of . these Articles. the corpotation shall not ceny on any activities not permitwd to be carried on by a corporation exempt ?'om federal income tax under Section 501(c)(3) of the internal Revenue Code of 1986 (or the corresponding provision of any subcquent federal tax law), or by an organization contributions to which are to be deductible under section 170(c)(2) of such Code. Notwithstanding any outer provision set forth in these Articles of Incorpomion, at any undishibuted income imposed by Section 4942 of the internal Revenue Code of i986 or conespondingprovisions of any subsequentfederaltax iaws;the corporation shall notengsgein any act of self-dealing as de?ned in Section 494ml) of the internal Revenue Code of I986 or RevemeCodeol?wsG ?corresponding provisions of any subsequent federaltax laws; andthe corporation shall not expenditures asdeflned in Section 4945(d) of the internal RevenueCodeof 1986 or corresponding provisions of any'subsequent federaltaxlaws. sum: The number of Directors shall be ?tted by the bylaws, but shall not be fewer thenone 'l'hea?'oirs oftbecorpomtion shall becan'icd onthrough itsBoardofDirectors. The election or appointment of new directors shall be as set forth in the Corporation bylaws. in ?ndietnnce and not in limitation of me powers conferred by stance, the corporation is expressly authormd to carry on its af?lrs and activities and to hold annual or special meetings of its Board ofDitectorseitherwithin oroutofanyofthe states. territories orpossessions oftheUnitcd States, or the District of Colinnbia. The private property of the incorporator. directors. and of?cers shall not be subject to the payment of corporate debts to any extent whmocver. E19331: Upon the dissolution of the corporation or the winding up of its affairs, the woofmemrpom?m remaininga?erpaymentofthe debts ofthecorporationorprovision therefor shall be distributed circlusively for charitable or educational pinposes to organizations which (cx3) ofthe internal RevmueCode of 1986- (or corresponding provisiom of any subsequent federal tax laws). and to which contributions are then deductible under section 170(c)(2) of such Code. mi The address. including the sheet. and number ot'its initial registered of?ce is 271] Road, Suite 400, City of Wilmington, County of New Castle, State of Delaware, l9808. The registered amt in charge. located at the registered of?ce stated, is Corporati Service-Company. on ma: ovisioo con?ned in these Articles of lncorpomtion or to merge or consolidate this any othernonpro?t corporation in themannernow orherca?erprescribed by stanne, provided, purposes for winch the corporation is fomd, and all rights herein conferred or grained shall be subjecttothis reservation. w: The initial board of directors will serve until their are elected and quali?ed. The number of directors constituting the initial Board of Directors is two (2). The name and street address of the persons who are to serve as the initial directors are: ME sums Neil Patel 1050 17th St., NW. Suite 900 Washington, DC 20036 Tucker Carlson 1050 17th St., NW. Suite 900 Washington, DC 20036 TWELEIH: The name and street address of the ineorporator is: NAME ADDRES Neil Patel 1050 17th St, N.W. Suite 900 Washington, DC 20036 Dated: 7111- (Incorporator) Exhibit BYLAWS OF THE DAILY CALLER FOUNDATION ARTICLE I NAME The name of this non-pro?t corporation is The Daily Caller Foundation. It is hereinafter referred to in these Bylaws as the Corporation. @531; OF DIRECTORS l. Gengal Powers. The property, affairs, and business of the Corporation shall be managed and controlled by its Board of Directors. The Board of Directors may by general resolution delegate to of?cers of the Corporation and to committees such powers as provided for in these Bylaws. 2. Number. The number of Directors shall be two, or such other number as shall be decided by the directors ?om time to time, so long as that number shall not be less than one. 3. Terms. Directors shall serve terms of three years or until their successors are elected and quali?ed. Directors may succeed themselves in of?ce. The Board of Directors may establish a procedure so that after the expiration of the terms of the initial directors one-third of the membership of the Board of Directors is elected each year. 4. Resig?'on. Any Director may resign at any time by giving written notice to the President Such resignation shall take effect at the time speci?ed therein, or, if no time is speci?ed, at the time of acceptance thereof as determined by the President or Board of Directors. 5. Removal. The vote of a majority of the number of the Directors established by these bylaws shall be required to remove a Director from of?ce prior to the expiration of the term for which that Director has been elected 6. Vacancies. Vacancies among the Directors, whether caused by resignation, death, removal, or expiration of a term, may be ?lled by the remaining Directors at any regular or special meeting. 7. M??ngs. The Board of Directors shall provide by resolution the time and place, whether within or without the State of Delaware, for the holding of the annual meeting of the Board, and any other regular meetings of the Board. Special meetings of the Board of Directors may be called by the Chairman or the President, or by a majority of the voting Directors then in of?ce, who may ?x any place, whether within or without the State of Delaware, as the place for holding any special meeting. 8. Notice. Notice of any special meeting of the Board of Directors shall be given at least seven days previous thereto by written notice delivered personally, electronic methods or mail delivered to each director at his physical or electronic address as shown in the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid Ifnotice be given by electronic methods, such notice shall be deemed to be delivered when the notice is sent to an address or number approved by the recipient. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be speci?ed in the notice or waiver of notice of such meeting, unless speci?cally required by law or by these Bylaws. 9. gyrum. The presence in person of a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present in person at said meeting, a majority of the Directors present may adjourn the meeting ?om time to time without ?irther notice. 10. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. Directors may attend a meeting by telephonic or similar equipment by means of which all persons participating in the meeting can hear each other or may vote by mail ballot. 11. Informal Action. Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors. 12. Compensation Directors shall not receive any stated salaries for their services as such, but by resolution of the Board of Directors expenses of attendance may be allowed for attendance at each regular or special meeting of the Board; however, nothing herein contained shall be construed to preclude any Director ?rm serving the Corporation in any other capacity and receiving reasonable compensation therefor. ARTICLE IV OFFICERS 1. Of?cers. The of?cers of the Corporation shall be a President, a Secretary, a Treasurer, and such other of?cers as may be elected in accordance with other provisions of this Article. The Board of Directors may elect such other of?cers or agents, including a Chairman of the Board and an Executive Director, one or more Assistant Secretaries, and one or more Assistant Treasurers, as it shall deem desirable, and such of?cers shall have. the authority and perform the duties prescribed hour time to time by the Board of Directors. Any two or more of?ces may be held by the same person. 2. Selection. The of?cers of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the Board. If the election of these of?cers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. New o?ces may be created and ?lled at any meeting of the Board of Directors. Each of?cer shall hold o?ice until his successor shall have been duly elected and shall have quali?ed. 3. Removal. Any of?cer, except the President, elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. The President shall be removed only upon a two?thirds vote of the Directors. 4. Vacancy. A vacancy in any of?ce because of death, resignation, removal, disquali?cation, or otherwise, may be ?lled by the Board of Directors for the unexpired portion of the term. 5. President. The President shall be the principal executive of?cer of the Corporation and shall exercise general supervision over the affairs of the Corporation, its of?cers, and personnel, consistent with policies established by the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts, or other instruments, except in cases Where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other of?cer or agent of the Corporation; and in general shall perform all duties incident to the of?ce of the President and such other duties as may be prescribed by the Board of Directors. The President may authorize and approve expenditures and take such other steps he or she shall deem necessary to advance the purposes of the Corporation, provided such steps do not exceed the scope of authority granted him by the Board of Directors. 6. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and in general perform all the duties incident to the of?ce of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. The Treasurer shall be responsible for the administration and oversight of the Corporation's ?nancial records, initiation of an annual audit, compliance with statutory reporting requirements, tax returns, and tax payments. If required by the Board of Directors, the Treasurer shall give a bond for the faith?il discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. 7. am. The Secretary shall keep the minutes of the meetings of the Board of Directors and shall oversee the keeping, preparation, and ?ling of all other records required by law or by the policies of the Board; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is af?xed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post of?ce address of each Director which shall be ?nnished to the Secretary by such Director; and in general perform all duties incident to the of?ce of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors. 8. Assistant Tregsurers and Secretaries. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. ARTICLE COMIVHTTEES 1. Authomy' . The Board of Directors, by resolution adopted by a majority of the Directors in of?ce, may designate and appoint one or more committees of its members, each of which shall consist of two or more persons, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or of?cer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him by law. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated and appointed by resolution adopted by a majority of the Directors at a meeting at which a quorum is present, or by the Chairman as authorized by a like resolution of the Board. Membership on such committees need not be limited to Directors. 2. 3g. Each member of a committee shall continue as such until the next annual meeting of the Directors of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. 3. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof. 4. Vacancies. Vacancies in the membership of any committee may be ?lled by appointments made in the same manner as provided in the case of the original appointments. 5. Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quormn and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors. ARTICLE VI CONTRACTS. CHECKS DEPOSITS AND FUNDS 1. Contracts. The Board of Directors may authorize any o?icer or of?cers, agent, or agents of the Corporation in addition to the of?cers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or con?ned to speci?c instances. 2. Checks. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such of?cer or of?cers, agent, or agents of the Corporation and in such manner as shall ?om time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President of the Corporation 3. Dmsits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select 4. Funds. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. ARTICLE VII BOOKS AND RECORDS The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. ARTICLE FISCAL YEAR The ?scal year of the Corporation shall begin on the ?rst day of January and end on the last day of December. ARTICLE IX SEAL The Board of Directors may provide a corporate seal, which shall be in a form selected by a resolution of the Board of Directors. ARTICLE INDEMNIFICATION Except as otherwise required by the Delaware General Corporation Law, any present or former Director, o?icer, employee, or agent of the Corporation, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, shall be indemni?ed (including advances against expenses) by the Corporation against all judgments, ?nes, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or his legal representative may be made a party by reason of his being or having been such a Director, of?cer, employee, or agent, to the extent authorized by the Board of Directors. No indemni?cation or advance against expenses shall be approved by the Board or paid by the Corporation until after receipt from legal counsel of an opinion concerning the legality of the proposed indemni?cation or advance. ARTICLE XI PROCEDURE The rules contained in the most recent edition of Robert's Rules of Order shall provide the rules of procedure for the Corporation where they are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws. ARTICLE XII AMENDNIENTS TO BYLAWS These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least seven days' written notice is given of intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting. The Daily Caller News Foundation EIN: 45-2922471 Form 1023 Exhibit PART 0F APPLICANT Item ?7 John R. Strout CAF No. 0301-47332R Webster, Chamberlain Bean 1747 Avenue, N.W., #1000 Washington, DC. 20006 Phone: (202) 7 85-9500, ext. 24 Fax: (202) 835?0243 E?mail: PART DESQEEHON QE Ag?y? 113$ The Daily Caller News Foundation (the ?Toundation?? is a consumer research educational organization incorporated as a non?pro?t corporation. The Foundation?s goal is to inform mainstream consumers on important issues that affect their lives by providing consumer news and research. The Foundation accomplishes this by: Publishing information for the American public on current issues. The Foundation hopes to start on this project within the year. Acting as a clearinghouse for new research on public policies affecting the American public. The Foundation?s goal is to promote a more factual debate for the resolution of important public policies. Information will be prepared by volunteers and, if the budget allows, paid contractors. Information will be provided to the public ?ne of charge. PART ET C., FINANCIAL ARRANGEMENTS WITH OFFICERS. DIRECTORS, EMPLOYEES, AND INDEPENDENT CONTRACTORS Item 2a Tucker Carlson and Neil Patel, of?cers and trustees for the Foundation, are the founders and principals of the Daily Caller, a for-pro?t website that provides breaking news and comments on current events. Item 33 Name: Neil Patel M'?cations: Neil Patel is co?founder and Publisher of The Daily Caller a web based news company focusing on politics, policy, and current events and co-founder and Managing Director of Bluebird Asset Management, a hedge fund focused on mortgage backed securities. Previously, Mr. Patel served as chief policy advisor to The Daily Caller News Foundation EIN: 45-2922471 Form 1023 Exhibit Vice President Dick Cheney. In that role, Mr. Patel represented the Vice President at White House economic and domestic policy meetings up to the Cabinet level, interacted with the business community on behalf of the Vice President, and managed the Vice President?s policy staff Before joining the Bush Administration in February 2001, Mr. Patel was Assistant General Counsel at UUNET Technologies, Inc, a Worldcom company. Earlier in his career, Mr. Patel practiced law with the Washington, DC. of?ce of Philadelphia based Dechert Price Rhoads. He also served as Staff Counsel to the U.S. House of Representatives Select Committee on U.S. National Security and Military/Commercial Concerns with the People?s Republic of China. Mr. Patel received his BA. ?'om Trinity College (CT) and his .D. from the Georgetown University Law Center, where he was an Associate Editor of the Journal of Law and Policy in Intemational Business. Mr. Patel serves on the Board of Directors for the Boys and Girls Clubs of Greater Washington and the City Kids Wilderness Project and the Board of Advisors for the Grand Teton National Park Foundation. Average hours: Mr. Patel will work the necessary amount of hours required to perform the duties associated with those of an of?cer and director of the Foundation. Duties: Mr. Patel will perform the duties of of?cer and director of the Foundation as required by its bylaws. Name: Tucker Carlson Quali?cations: Tucker Carlson is the editor-in?chief of The Daily Caller, a comprehensive news site based in Washington. He is also a contributor to FOX News Channel and a senior fellow at the Cato Institute. Mr. Carlson has hosted a number of different news programs on various networks over the past 10 years, including several shows on and PBS, and CNN 's Cross?re, where he was the youngest anchor in the history of the network. Mr. Carlson began his journalism career at the Arkansas Democrat?Gazette newspaper in Little Rock. The author of Politicians, Partisans, and Parasites and a regular contributor to Esquire, Mr. Carlson?s work has appeared in The New York Times, The Wall Street Journal, New York Magazine, Reader?s Digest, Forbes and GQ. Average hours: Mr. Carlson will work the necessary amount of hours required to perform the duties associated with those of an of?cer and director of the Foundation. Duties: Mr. Carlson will perform the duties of of?cer and director of the Foundation as required by its bylaws. Item 3b Tucker. Carlson and Neil Patel, of?cers and directors of the Foundation, receive compensation for their employment with the Daily Caller. Mr. Carlson and Mr. Patel are the founders and principals of the Daily Caller. Item 5a The con?ict of interest policy was adopted by a unanimous vote of the board members at the organizational meeting for the Foundation. The Daily Caller News Foundation EIN: 454922.471 Form. 1023 Exhibit Item 9b The Foundation intends to enter into an oral agreement for personnel and of?ce space. Item 9c The oral agreement will be with the Daily Caller. Item 9d Services will be provided to the Foundation ?ne of charge. Item 9e Services will be provided by the Daily Caller free of charge. Item 91' There are no written agreements between the parties. PART ACTIVITIES Item 4a The Foundation shall engage in fundraising activities including mail solicitations, e-mail solicitations, personal solicitations, foundation grant solicitations, phone solicitations, and government grant solicitations, and will accept donations made through it website (once it is operational) and other organization?s websites. The Foundation is currently developing its fundraising program and does not have a program at this time. Item. 4b The Foundation will most likely engage an individual to raise funds for the Foundation, but it does not have any contracts with any individuals at this time. Item 4d The Foundation will raise funds nationwide, in most, if not all, states and US. territories. Item 10 The Foundation will publish educational materials for the general public, to which the Foundation may own the copyright. The Daily Caller News Foundation 45?2922471 Form 1023 Exhibit Item 11 The Foundation has no plans to solicit contributions of non-cash property. However, if someone were to offer the Foundation a donation consisting of real estate or other durable goods, the Foundation would likely accept the gilt, subject to appropriate due diligence regarding its suitability for use or sale, and in compliance with applicable substantiation requirements. Item 15 The Institute has a close connection with the Daily Caller. Tucker Carlson and Neil Patel, of?cers and directors of the Foundation, receive compensation for their employment with the Daily Caller. Mr. Carlson and Mr. Patel are the founders and principals of the Daily Caller. PART DATA A. Statement of Revenues and Expenses Line 23 Payments will go towards creation of a website and the research and preparation of educational materials. Exhibit CONFLICT OF INTEREST POLICY FOR THE DAILY CALLER NEWS FOUNDATION Article I Purpose The purpose of this con?ict of interest policy (the ?Policy) is to protect The Daily Caller News Foundation?s (the ?Organization?) interest when it is contemplating entering into a transaction or arrangement that might bene?t the private interest of an of?cer or director of the Organization or might result in a possible excess bene?t transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing con?ict of interest applicable to nonpro?t and charitable organizations. Article II De?nitions 1. Interested Person. Any director, principal of?cer, or member of a committee with governing board delegated powers, who has a direct or indirect ?nancial interest, as de?ned below, is an interested person. 2. Financial Interest. A person has a ?nancial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or c. A potential ownership or investment interest in, or compenSation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A ?nancial interest is not necessarily a con?ict of interest. Under Article 111, Section 2, a perSOn who has a ?nancial interest may have a con?ict of interest only if the appropriate governing board or committee decides that a con?ict of interest exists. Article Procedures 1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the ?nancial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 2. Determining Whether a Con?ict of Interest Exists. After disclosure of the ?nancial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a con?ict of interest is discussed and voted upon. The remaining board or committee members shall decide if a con?ict of interest exists. 3. Procedures for Addressing the Con?ict of Interest. a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible con?ict of interest. b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a con?ict of interest. d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a con?ict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization?s best interest, for its own bene?t, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 4. Violations of the Con?icts of Interest Policy a. If the governing board or committee has reasonable cause to believe an interested person has failed to disclose actual or possible con?icts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. b. If, after hearing the interested person?s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible con?ict of interest, it shall take appropriate disciplinary and corrective action. Article IV Records of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a ?nancial interest in connection with an actual or possible con?ict of interest, the nature of the ?nancial interest, any action taken to determine whether a con?ict of interest was present, and the governing board?s or committee?s decision as to whether a con?ict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Article Compensation A voting member of the governing board who receives compensation, directly or indirectly, ?'om the Organization for services is precluded from voting on matters pertaining to that member?s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member?s compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation. Article VI Annual Statements Each director, principal of?cer and member of a committee with governing board delegated powers shall annually sign a statement that af?rms such person: a. Has received a c0py of the con?icts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax- exempt purposes. Article VII Periodic Reviews To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and bene?ts are reasonable, based on competent survey information, and the result of arm?s length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization?s written policies, are properly recorded, re?ect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private bene?t or in an excess bene?t transaction. Article Vl? Use of Outside Experts When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. 851 United States Treasury 85 I I 9-14 ?ling TDC 09/ 14/20] I $850.00 9-14-11 ?ling fee TDC 7 85111 c??lbank? WEBSTER, CHAMBERLAIN 8: BEAN, LLP .111 maze: 1 747 AVE. NW, sums 1000 WASHINGTON, DC 20006-4604 15-701 1-2540 5 DATE AMOUNT Eight hundred ?fty and 00 09/14/201 1 $850.00 5 mmsn: my mm 0mm 0 THE United States Treasury 5 a {30511