Group Provides Wish List for Updates to Church Plan Rules

August 20, 2018

David J. Kautter
Assistant Secretary for Tax Policy
U.S. Department of the Treasury
And
Acting Commissioner
Internal Revenue Service

Jeremy Lamb
Lauson Green
Williams Evans
Department of the Treasury
Internal Revenue Service

Re: Comment Letter on 414(e) Church Plan regulations

Dear Sirs:

The Church Alliance (“we” or “the Alliance”) submits this comment letter in response to the regulatory agenda of the Department of the Treasury (“Treasury”), which noted that Treasury is drafting proposed regulations (“Regulations”) to update the existing final regulations (“existing regulations”) on the definition of a church plan under section 414(e) of the Internal Revenue Code (“Code”). We are grateful for Treasury's efforts on the Regulations.

The Alliance is a coalition of the chief executive officers of 38 church benefits organizations, shown on the left side of this letterhead. The Alliance represents these 38 church benefits organizations, which are affiliated with mainline and evangelical Protestant denominations, branches of Judaism, and Catholic schools and institutions. These organizations serve more than 155,000 ministries and more than one million clergy and lay workers and their families.

Our comments generally are ordered to follow the structure of Code section 414(e). We hope you will find this comment letter useful.

CODE SECTIONS

I. 414(e)(1) “In general.

For purposes of this part, the term “church plan” means a plan established and maintained (to the extent required in paragraph (2)(B)) for its employees (or their beneficiaries) by a church or by a convention or association of churches which is exempt from tax under section 501.”

A. Welfare Plans May be Church Plans

The existing regulations were issued before passage of the Multiemployer Pension Plan Amendments Act of 1980¹ (“MPPAA”). MPPAA added Code section 414(e)(3)(A), which states that a church plan includes a “plan maintained by an organization . . . for the provision of retirement benefits or welfare benefits, or both, for the employees of a church. . . .” (emphasis added). We recommend that, consistent with MPPAA, the Regulations confirm that welfare plans, like retirement plans, may qualify as church plans.

B. Beneficiaries

The term “beneficiaries” should go beyond the familiar concept of a named beneficiary for a death benefit (e.g. in a life insurance policy or defined contribution plan account where the participant names a party to receive proceeds upon death). The term should include joint annuitants and other survivors who are entitled to a death benefit, as may occur in retirement plans.

The term beneficiary also should include any dependent who may be entitled to benefits from a plan (child, spouse, etc.), through an employee participant. It is very common for a health plan to allow a participant to enroll family members in accordance with the rules the plan provides for this purpose. The Alliance recommends that the Regulations provide that the term beneficiary includes all individuals who benefit directly through the employee participant, such as dependents and joint annuitants.

II. 414(e)(2) “Certain plans excluded.

The term 'church plan' does not include a plan —

A. Effect of Non-Church Employees in a Church Plan

The Alliance respectfully urges Treasury to reverse the approach taken in existing regulations that church plan status is destroyed by having one or more “non-church” employers or having non-church employees in a plan. Specifically, the Alliance requests Treasury to modify section 1.414(e)-1(c)(1) of the existing regulations to reflect an understanding, post-MPPAA, that a church plan be primarily for the benefit of “employees of the church or convention or association of churches”. (Hereinafter, the term “Church” will also include a “convention or association of churches.”) The Alliance also suggests that the Regulations establish a safe harbor rule with a threshold percentage of non-Church employees who may be covered in a church plan without affecting its status as a church plan. Specifically, we request that Code section 414(e)(2)(B) be considered met if at least 85% of the employees in the plan are individuals described in section 414(e)(1) or 414(e)(3)(B) (or their beneficiaries).

1. Medina Case

The Tenth Circuit Court of Appeals recently stated: “[w]ithout deciding the exact meaning of substantially all in 29 U.S.C. § 1002(33)(B)(ii) — for example, whether 75% would be enough — we accept [the plaintiffs'] concession that 85% would satisfy the statutory requirement.”² The court looked to a Seventh Circuit case³ that noted Treasury regulations always interpret “substantially all” in the Code as 85%, and interpreted “substantially all” in MPPAA the same way.

2. Private Letter Rulings

Post MPPAA, the IRS has ruled that having non-Church employees does not destroy church plan status. PLRs have been issued holding that plans still were church plans with from 2.5 percent to upwards of 50 percent of non-Church employees participating.⁴

3. Analogies in the Code: “Insubstantial” Non-Exempt Activities

Treasury could look to other sections of the Code for analogies. For example, an organization exempt under section 501(c)(3) must be organized and operated “exclusively” for exempt purposes, and it cannot be operated so that “more than an insubstantial part of its activities” is not in furtherance of an exempt purpose. In a Technical Advice Memorandum, the IRS addressed a number of precedents involving the determination of whether non-exempt activities were substantial.⁵ In this Memorandum, the IRS discussed court decisions holding that non-exempt activities constituting approximately 45% of total activities were “substantial;”⁶ where receiving 30% of revenues from unrelated business activity was “substantial;”⁷ and where 22% of average annual expenditures for non-exempt purposes was “substantial.”⁸ Based on these precedents, the Technical Advice Memorandum makes the statement that “[g]enerally, courts have denied exemption to organizations that conducted non-exempt activities which generated income in excess of approximately 25% of the organization's total annual income.”⁹

Treasury regulations also address the question of what constitutes “substantially all” in other contexts. As noted above and as relied on by the Seventh Circuit Court of Appeals,¹⁰ these regulations frequently provide that 85% constitutes “substantially all.”¹¹ Virtually all of the regulations we could find quantify “substantially all” as 85%.¹²

4. Suggested Safe Harbor

Taking into account the Medina decision, the examples from the PLRs, and, more importantly, the applicable analogies in other parts of the Code and related Treasury regulations, the Alliance recommends that the Regulations include a safe harbor that provides that a plan in which 85% or more of the plan participants are individuals described in Code section 414(e)(1) or (3)(B) can qualify as a church plan.¹³ If Treasury adopts this safe harbor approach, the Alliance suggests the Regulations specify that the 85% safe harbor may be met either by: 1) counting only the “individuals described in paragraph (1) or (3)(B)”, in both the numerator and the denominator (i.e. count “individuals described in paragraph (1) and (3)(B)” (“employees”), but not beneficiaries, in the 85% calculation) or 2) counting employees and beneficiaries in both the numerator and the denominator.

The safe harbor should not be the only way, however, to fall outside of Code section 414(e)(2)(B), as other compelling facts and circumstances may exist that warrant church plan status even if less than 85% of the plan participants are employees (or deemed employees) of a Church. The Alliance suggests that the Regulations specify that failing to meet the safe harbor does not necessarily mean that the plan is described in Code section 414(e)(2)(B).

III. 414(e)(3)(A) “Treatment as church plan.

A plan established and maintained for its employees (or their beneficiaries) by a church or by a convention or association of churches includes a plan maintained by an organization, whether a civil law corporation or otherwise, the principal purpose or function of which is the administration or funding of a plan or program for the provision of retirement benefits or welfare benefits, or both, for the employees of a church or a convention or association of churches, if such organization is controlled by or associated with a church or a convention or association of churches.”

A. Principal Purpose Organization

An employee benefit plan that is both established and maintained by a Church is a church plan. One of the defects of the church plan definition as originally included in the Employee Retirement Income Security Act of 1974 (“ERISA”) was that the definition worked for hierarchically-governed Churches (like the Roman Catholics and Seventh-day Adventists) but did not clearly cover the employee benefit plans of many Protestant denominations, particularly those that are congregationally governed. The individuals who drafted the then-proposed “new” church plan definition in the late 1970s included Code section 414(e)(3)(A) as an alternative path to church plan status for plans not themselves established and maintained by a Church.¹⁴

In framing the intended scope of new Code section 414(e)(3)(A), the individuals who drafted the new church plan definition on behalf of the Alliance and worked with supportive Congressional staff to ensure its passage wanted to be as inclusive as possible, in terms of the types of organizations that could be “principal purpose organizations,” or “PPOs”, as these organizations have come to be called.¹⁵ It is for this reason that a PPO is described as “a civil law corporation or otherwise” whose “principal purpose or function” is the “administration or funding” of a “plan or program” “for the provision of retirement benefits or welfare benefits or both.”¹⁶

With this historical perspective in mind, the Alliance requests that the Regulations address the following issues with respect to PPO requirements.

1. PPO Not Required for Church Plan Status

The Alliance requests that the Regulations make it clear that a plan will be a church plan if it is both established and maintained by a Church, even if no PPO is used to administer or fund the plan. There appears to have been some confusion on this point in a few of the court cases that have reviewed and interpreted the church plan definition in the past few years, so clarification of this fundamental point appears to be needed.

2. Meaning of “Principal Purpose”

Webster's New Collegiate Dictionary defines the word “principal” as “first in rank, authority, importance or degree.” The Tax Court cited this definition in Dittler Bros. Inc. v. Commissioner¹⁷ in determining the meaning of the phrase “principal purpose” in the statute at issue in that case.¹⁸ The Alliance requests that the Regulations provide that an organization's principal purpose or function will be the administration or funding of employee benefit plans if the majority of either the time spent or expense incurred by the organization or its members or employees relates to such administration or funding, or both.

3. Type of Organization

The statute is clear that a PPO can be an incorporated or unincorporated organization. The IRS, in numerous PLRs, has determined that a PPO can consist of an employee benefit plan administration committee. The Alliance affirms that this interpretation would be consistent with the drafters' intent to ensure that the statute would cover all benefit plans and programs sponsored by a Church (regardless of polity) and all types of PPOs in use by Churches and their affiliated organizations (in particular, those created by Catholic affiliated organizations).

4. Benefit Plan Committee Membership

The Alliance recommends that a benefit plan administration committee that otherwise qualifies as a PPO need only have one member, that the member or members of the committee need not be members of the Church by or with which the sponsoring employer is controlled or associated, and that individuals can be designated as committee members by virtue of the office or position they hold (such as, Director of Human Resources or Treasurer).

5. Control by or Association with a Church

The IRS has also made it clear in a number of PLRs that a benefit plan committee is controlled by or associated with a Church if the affiliated employer appointing the committee is itself so controlled or associated.¹⁹ The Alliance recommends that the Regulations also make this clear.²⁰

IV. 414(e)(3)(B) “Employee defined.

The term employee of a church or a convention or association of churches shall include —

A. Employees

1. Definition of “Minister”

The Alliance recommends that the term “minister” be broadly defined in the church plan Regulations to include rabbis, swamis, lamas, abbots, monks, priests, deacons, bishops, imams, pastors, reverends, dastoors, cantors, members of religious orders and other religious leaders with similar stature within a Church.

2. Definition of “Exercise of His Ministry”

The Alliance recommends that the term “exercise of his ministry” be broadly defined in the Regulations. Specifically, the Alliance believes that 20 C.F.R. section 404.1023(c), which defines when work is in the exercise of ministry for Social Security purposes, should, for consistency and uniformity purposes, also be referenced or utilized in the church plan Regulations for guidance as to what is meant by “exercise of ministry” for a minister under Code section 414(e)(3)(B)(i).

B. Exempt Organization Requirement in 414(e)(3)(B)(ii)

We suggest that, to satisfy this requirement of tax exemption, the Church or PPO may verify an organization's exempt status by one of the methods described below. (If the PPO or Church maintains multiple church plans, this verification need only be performed when an organization adopts the first of such multiple plans.) The suggested verification methods are:

C. Control Requirement in Code Section 414(e)(3)(B)(ii)

We recommend that the Regulations allow the control requirement in Code section 414(e)(3)(B)(ii) to be met by canonical, ecclesiastical or similar control. For example, if employees of the organization are subject to ecclesiastical supervision by a Church or its leaders, the organization should be deemed to be controlled by the Church. Another example of such control is when an organization is bound by canon law, a Church book of discipline, or other similar set of Church rules.

The Alliance recommends that the Regulations recognize these safe harbors for establishing requisite control by a Church:

1. Safe Harbor One

The first safe harbor we propose would be met where the members, governing board or an officer or officers of the Church have the right to appoint, elect, approve, ratify or remove a majority of the organization's governing board or officers.

2. Safe Harbor Two

The second safe harbor would be met if the Church has reserved to itself the responsibility for approving certain significant corporate events involving the subordinate organization, such as merging with another organization or dissolving. Such reservations are often referred to as “reserved powers.”

3. Safe Harbor Three

This safe harbor would be met when the organization's budget must be approved by the Church.

V. 414(e)(3)(C) “Church treated as employer.

A church or a convention or association of churches which is exempt from tax under section 501 shall be deemed the employer of any individual included as an employee under subparagraph (B).”

A. Deemed Employer — Multiple Churches

An employee of an organization controlled by or associated with two or more Churches may be considered to be an employee of each Church, thus permitting the employee to be treated as a Church employee for purposes of participating in a plan sponsored by either Church or by the organization itself. This is because when Code sections 414(e)(3)(B) and (C) are read together, an employee of the organization is deemed to be an employee of each Church.

The IRS has recognized this in a number of PLRs.²¹ The Regulations should affirmatively state the logical conclusions of these paired statutory provisions.

Stating this in the Regulations also would be consistent with at least one Department of Labor Advisory Opinion²², which ruled that under section 3(33) of ERISA (ERISA's counterpart to Code section 414(e)), employees of an organization formed by three churches, Morningside Ministries, were deemed to be employees of each of the three churches:

Further, Morningside is “associated with” the Churches, within the meaning of section 3(33)(C)(iv) of Title I of ERISA, because Morningside's adherence to the tenets and teachings of the Churches is assured by the Churches' joint control of Morningside (as described above); by the presence as directors on the Morningside Board of the Episcopal bishop, the Methodist bishop, and the Presbyterian senior pastor; and by the presence of one or more clergy who have been elected as directors to represent one of the Churches on the Morningside Board. Because these factors assure Morningside's adherence to the tenets and teaching of the Church (sic), they also assure that Morningside shares common religious bonds and convictions with the Churches and, thus, that Morningside is “associated with” the Churches within the meaning of section 3(33)(C)(iv) of Title I of ERISA.

Accordingly, it is the view of the Department of Labor (hereinafter, the Department) that individuals whose employment is with Morningside are considered employees of an organization that is a civil law corporation and that is controlled by, or associated with, a church or convention or association of churches within the meaning of section 3(33)(C)(ii)(II) of Title I of ERISA. In accordance with section 3(33)(C)(iii) of Title I of ERISA, the Churches are therefore deemed the employer of those individuals for purposes of the church plan definition in section 3(33). (emphasis added)

VI. 414(e)(3)(D) “Association with church.

An organization, whether a civil law corporation or otherwise, is associated with a church or a convention or association of churches if it shares common religious bonds and convictions with that church or convention or association of churches.”

A. Associated with a Church  Common Religious Bonds and Convictions

Neither ERISA nor the Code statutorily defines what “common religious bonds and convictions” means. The IRS and court cases have, over the years, developed a body of guidance as to what types of relationships, affiliations, connections, or other factors will constitute such common religious bonds and convictions. Most recently, the Tenth Circuit in Medina,²³ opined that the factors that could meet the common religious bonds and convictions test should not be construed narrowly, because the statutory language is written broadly. We agree with the Tenth Circuit's interpretation of common religious bonds and convictions.

Association with a Church may need to be determined for either or both of the following: (i) to authenticate the status of an organization as a PPO under Code section 414(e)(3)(A), and (ii) to identify whose employees may participate in a church plan under 414(e)(3)(C)(ii). Clarification of “associated with a Church” is the highest priority item to the Alliance in the Regulations.

We recommend that Treasury, in the Regulations, provide five safe harbor tests (set out below) to allow entities (including PPOs) to determine whether or not they are “associated with” a Church within the meaning of Code section 414(e)(3)(D).

However, we propose that Treasury make clear that to the extent an organization is unable to meet one of the proposed safe harbors (described below), such organization may still be able to demonstrate that it is “associated with” a Church (i.e., shares common religious bonds and convictions) on a case-by-case basis under a facts and circumstances inquiry.

1. Safe Harbor One

The first safe harbor we propose is based on the existence of requirements imposed by or pertaining to the Church, or connections existing between an organization and a Church. Many of these factors have been historically recognized by the IRS (e.g., in PLRs issued on church plan status) and by courts as sufficient to meet the “common religious bonds and convictions” test under Code section 414(e)(3)(D).

In light of the numerous religions practiced in the United States, and the vast number of denominations within each religion, many of which have different worship practices, beliefs, and organizational structures, we believe that the list of factors for this safe harbor should be expansive enough to account for these differences in order to avoid favoring certain denominations over others. This safe harbor requires that the organization share common religious bonds and convictions with a Church by demonstrating one or more of the following factors.²⁴

For readability, these factors have been grouped into two categories, although some factors could fall within both categories: a) requirements imposed by or pertaining to the Church, and b) connections between the organization and the Church:

a. Requirements

b. Connections

The next two safe harbors that we propose borrow from the concept of an organization being “affiliated with” a Church under Code section 6033 and the regulations thereunder.

2. Safe Harbor Two

An organization should be deemed to be “associated with” a Church if it is covered by a group exemption letter issued to the Church under applicable administrative procedures, within the meaning of Treasury regulations section 1.6033-2(h)(2)(i).

3. Safe Harbor Three

An organization should be deemed to be “associated with” a Church if it is operated, supervised, or controlled by or in connection with a Church within the meaning of Treasury regulations section 1.6033-2(h)(2)(ii).

As to the question of whether “affiliated with” (within the meaning of Code section 6033) should equate to being “associated with” (within the meaning of Code section 414(e)(3)(D)), we believe that it should. The former “affiliated with” test appears to be a stricter test, demanding a closer relationship (i.e., a group exemption letter or operational control by the Church) than the latter “associated with” test, which merely requires common religious bonds and convictions. Since meeting the criteria under Treasury regulations section 1.6033-2(h)(2)(i) and (ii) is dispositive of being “affiliated with” a Church for Code section 6033 purposes, it should follow that meeting such criteria should also be dispositive of being “associated with” a Church for Code section 414(e)(3)(D) purposes.

4. Safe Harbor Four

An organization should be deemed to be “associated with” a Church if the organization's employee benefit plan or a multiple employer plan in which the organization participates:

For purposes of this safe harbor, a denominational benefits board is a board, committee or program established or created by a Church denomination and recognized by it as the official benefits plan administrator for such Church denomination.

5. Safe Harbor Five

Some seminaries are non-denominational but hold to a particular theological point of view and prepare students to enter into ministry in a broad range of Churches that share common religious convictions and often common religious bonds with the seminary. Often times, these seminaries or bible colleges seek to protect their independence from any one denominational affiliation because they seek to serve many denominations that share common core convictions. Other religious educational institutions, while independent, are established to prepare students to engage in society from a particular theological viewpoint, regardless of whether their students will enter into vocational ministry.

Employee benefit plans established by these educational institutions should be able to qualify for church plan status because the institutions are often associated not with one Church, but with many. The Alliance therefore urges Treasury to specifically address this circumstance by adopting an express safe harbor indicating that the employee benefit plans established by such institutions are church plans.

B. Clarification of Church Plans Maintained by Multiple Churches

In addition, the Alliance requests that the Regulations clarify that multiple Churches maintaining a church plan together are not required to demonstrate common religious bonds and convictions between them. In other words, an “association of Churches” is not itself required to be “associated with” a Church.

As described above, an organization that is not itself a Church must demonstrate control by, or common religious bonds and convictions with, a Church, in order to qualify as an organization eligible to establish and maintain a church plan. However, this is not the case for multiple Churches maintaining a church plan together. Multiple Churches, each of which could establish and maintain a church plan under section 414(e), may establish and maintain a church plan together without demonstrating common religious bonds and convictions. The common bonds and convictions criteria referred to above are specifically required to establish a link between a non-Church (which would not be permitted to establish or maintain a church plan individually) and a Church (which would be so permitted).²⁵

VII. 414(e)(3)(E) “Special rule in case of separation from plan.

If an employee who is included in a church plan separates from the service of a church or a convention or association of churches or an organization described in clause (ii) of paragraph (3)(B), the church plan shall not fail to meet the requirements of this subsection merely because the plan —

A. Separated Employees

Code section 414(e)(3)(E) expands the definition of “employee” under Code section 414(e)(3)(B) to include certain individuals who have separated from service with an organization maintaining a church plan. Subsection (i) of 414(e)(3)(E) provides that the plan will still be a church plan even though it retains a separated employee's accrued benefit or account for later distribution under the plan. This provision is critical to retirement plans as there must be a distributable event under a retirement plan before it can distribute an accrued benefit or account. In many situations, a separation from service will not be a distributable event.

Subsection (ii) allows the church plan to remain a church plan even if it receives a contribution for a separated employee for up to five years after the separation. If the employee is disabled upon separation from service, the contributions may continue for an indefinite period. One of the reasons for this extension of participation may have been to accommodate separation from service arrangements in which the employer agrees to continue retirement benefit accrual for some period of time after termination.²⁶ Also, this accommodates the payment of disability benefits from a welfare plan, which can easily extend beyond five years.

Code section 414(e)(3)(E) does not specifically contemplate welfare benefits other than disability benefits, while section 414(e)(3)(A) includes any type of welfare plan. By their very nature, welfare plans often provide benefits to separated employees. Examples include employees on COBRA and COBRA-like extensions of health care, retirees receiving health care, retiree death benefits and severance benefits.

The Alliance requests that the lack of specificity in the Code be remedied by the Regulations. Code section 414(e)(3)(E) does not preclude other types of post-separation benefits. The payment of welfare benefits designed to be paid after separation, such as death and severance pay benefits, should not disqualify a church welfare benefit plan, as long as the benefits were accrued during the active Church employment period.

The IRS so held in PLR 201323043,²⁷ in which it found that a church welfare plan that accepted contributions for a retired employee beyond five years of retirement was a church plan. The ruling reasoned that, even though contributions continued to be made to provide the retiree benefits, all the retiree's benefits were “fully accrued while the retiree was an active employee and no contributions are made with respect to any periods after the employee's separation from service”.

In a typical health plan, a retired employee may be allowed to continue in a Medicare supplement by paying the required premium. The benefit to the employee is the ability to remain enrolled in the familiar health plan, perhaps for life, which is significant even if the employee is paying for current costs. Health plans may provide retiree coverage for life after satisfaction of a requisite number of years of service with the employer. Consistent with PLR 201323043, the Alliance believes that this type of benefit is accrued during the working career for the time when the employee reaches the status of being retired.

If a welfare plan provides a death benefit for a retiree, that benefit is clearly designed to be paid potentially more than five years after the employment relationship has ended. However, the Alliance submits that the death benefit is “accrued” during the years of active service.

In some situations the employer will pay for the post-severance benefit, and in other situations the retiree will pay. It should not matter who pays or what the benefit arrangement is — the question should be whether the benefit is on account of the prior service as opposed to current service.

VIII. 414(e)(4) “Correction of failure to meet church plan requirements.

A. What is correctable?

Code section 414(e)(4) sets forth specific requirements allowing correction of a failure to meet one or more requirements of section 414(e) (for “church plan” status), if the correction is made within the correction period specified in section 414(e)(4)(3). This provision is broad and would allow correction for any type of failure to meet the requirements of section 414(e).²⁸

Additionally, section 414(e)(4) permits correction by a “plan” and does not limit its application to a specific type of plan. Therefore, we believe that correction under section 414(e)(4) is available for a plan providing welfare benefits, retirement benefits, or both.

Finally, correction should be available to any church plan, whether maintained by a Church or by a PPO.

EXISTING TREASURY REGULATIONS

IX. 1.414(e)-1(e) “Religious Orders and Religious Organizations.

For purposes of this section the term “church” includes a religious order or a religious organization if such order or organization (1) is an integral part of a church, and (2) is engaged in carrying out the function of a church whether as a civil law corporation or otherwise.”

We think this provision should be retained in the Regulations. The “integral part” test remains good law,²⁹ so should not be eliminated from the Regulations. If the Regulations omit this provision, courts may conclude that organizations described in this regulation no longer may be included within the term “Church”.

X. 1.414(e)-1(f) “Separately incorporated fiduciaries.

A plan which otherwise meets the provisions of this section shall not lose its status as a church plan because of the fact that it is administered by a separately incorporated fiduciary such as a pension board or a bank.”

We recommend that this regulation be expanded to read as follows: “A plan which otherwise meets the provisions of this section shall not lose its status as a church plan because of the fact that it is administered by a separately incorporated plan administrator such as a pension board, bank or a separately incorporated third party administrator such as a medical claims administrator.” We recommend this clarification since this arrangement is commonly utilized by church welfare plans to gain access to provider discounts and networks, and does not detract from the relationship of the plan to a Church.

CONCLUSION

We are grateful for the opportunity to comment on the Regulations, which are of critical importance to the Alliance. Please do not hesitate to contact the undersigned at (202) 778-9128 with any questions, or if we may be of any assistance.

Sincerely,

Karishma Shah Page
Partner, K&L Gates LLP
On Behalf of the Church Alliance