The tax practitioner's guide to Circular 230.
This article analyzes selected provisions of Circular 230, including the 1994 amendments, and suggests steps that practitioners(3) can take to avoid its sanctions, which can lead to suspension from practice or disbarment. Practitioners may also be able to prevent tax malpractice claims if they adhere to the provisions of Circular 230 and carefully document client communications
Practice, Solicitation and Fees
In addition to specifying the standards used by the IRS to determine eligibility to practice before it, Circular 230 Section 10.2(e) defines "practice" to encompass all matters connected with a presentation to the IRS or any of its officers or employees relating to a client's rights, privileges or liabilities under IRS-administered laws or regulations. Such presentations include preparing and filing necessary documents, corresponding and communicating with the IRS, and representing a client at conferences, hearings and meetings.
"Practice" specifically includes the preparation of returns,(4) the filing of refund claims, the preparation and filing of collection information statements or closing agreements, acting as a client advocate during an IRS examination, and oral or written communications to the IRS in support of a client's return position.(5) However, not all communication with the Service constitutes "practice"; the definition excludes, e.g., furnishing information at the Service's request, appearing before the Service in one's own behalf, and appearing as a witness for a taxpayer.(6)
The advertising and solicitation provisions of Circular 230 were revised after a series of Supreme Court decisions held that advertising by attorneys was commercial speech protected by the First Amendment.(7) Final regulations issued in September 1992 under Section 10.30 purportedly liberalized the restrictions on advertising and solicitation by eliminating the list of permissible forms of advertising in former Section 10.30(b) and instead subjecting all public communications to the "false, misleading, or deceptive" standard in Section 10.30(a). These regulations now apply to all public communications, including professional listings, the dissemination of fee information, directories, targeted direct mail solicitations and print, radio and television advertising. Since 1992, however, the Supreme Court has decided two Florida cases(8) on advertising by CPAs that cast doubt on the constitutionality of some provisions in Section 10.30. Although the IRS has been in informal contact with the AICPA and the American Bar Association regarding the impact of these cases on Circular 230, Section 10.30 was not modified by the 1994 amendments to Circular 230, nor have revised regulations been proposed.(9)
Section 10.30(a)(1) prohibits public advertisements that are false, fraudulent, unduly influencing, coercive, unfair, misleading or deceptive.(10) Similarly, AICPA Rule of Conduct (RC) 502, Advertising and Other Forms of Solicitation, prohibits CPAs from soliciting clients by using misleading, deceptive or false advertisements, or through coercion, overreaching, or harassing conduct. Claims of expertise or attainment of a professional designation that lack a substantive basis, claims of a "guaranteed refund," references to win-loss ratios in challenges by the IRS, and intimations that the practitioner's prior IRS connections will produce more favorable results for the taxpayer are all examples of misleading or deceptive advertisements.(11) In addition, CPAs are barred from using a misleading firm name,(12) while enrolled agents may not use "certified" when describing their professional designations in advertisements.(13) After the Supreme Court's decision in Ibanez,(14) however, Circular 230's ban on the use of "certified" by enrolled agents may be unconstitutional, unless such use is false, deceptive or misleading.
Targeted direct mail solicitations are now permitted under Section 10.30(a)(2). However, such mailings must be clearly marked as solicitations in capital letters on the envelope and at the top of the mailing's first page. Further, such solicitations must also indicate the source of the information used to select the recipient. Section 10.30(c) indicates that practitioners using direct mail solicitation must retain a copy of the communication, as well as a list of the persons to whom it was distributed, for at least 36 months.
While Section 10.30(a)(2) removed the prior restriction on targeted direct mail solicitations, it still prohibits practitioners from making uninvited solicitations in person or by phone. Uninvited mail solicitations are not prohibited, nor are attempts to solicit new business from current or former clients in a related matter, communications with members of a client's family, or notices to other practitioners indicating an availability to provide professional services. Another recent Supreme Court decision, Edenfield v. Fane,(15) raises questions about the constitutionality of the ban on uninvited solicitations.
In Edenfield, a CPA challenged the Florida Board of Accountancy's (FBA) rule barring direct, in-person uninvited solicitations by CPAs. The FBA claimed that the ban advanced substantial state interests in protecting consumers from fraud or overreaching by CPAs and maintaining CPA independence in auditing a business and attesting to its financial statements. Because the FBA could not demonstrate that the ban advanced these interests in any direct and material way, the Supreme Court ruled the FBA's rule unconstitutional as violative of Fane's First Amendment rights. The Court noted that as a form of commercial expression, truthful and nondeceptive solicitation allows direct and spontaneous communication between a seller and buyer that may have considerable value to both parties. Despite the Court's ruling in Edenfield, and the probability that Section 10.30(a)(2)'s ban on uninvited solicitations by CPAs is also unconstitutional,(16) the IRS has not revised this section.
Rules regarding fee information are now contained in Section 10.30(b). Practitioners may still disseminate information regarding the availability of a fee schedule, fixed fees, hourly rates, fee ranges for particular services, and the fee for an initial consultation. Section 10.30(b)(3) requires that the practitioner charge the fee quoted in a written communication for not less than 30 days from the last publication of such fee. Moreover, under Section 10.30(b), whenever clients are responsible for costs incurred during an IRS representation, the practitioner must disclose such information to the client.
Section 10.30(c) and (d) regulate communications and improper associations. "Communications" are defined in Section 10.30(c) to include professional lists, telephone directories, print media, mailings, radio and television, and any other method used to obtain clients. Such communications must not be false, deceptive, "unduly influencing," or violate Circular 230 in some other way (e.g., the CPA tries to contact a potential client after notification that the client does not want to be solicited). if a practitioner uses television or radio advertisements, Section 10.30(c) requires that the broadcast be prerecorded and a copy retained for at least 36 months after the last transmission. Section 10.30(d) allows a practitioner to employ, associate with or be employed by another person or firm that improperly obtained clients in violation of Section 10.30, as long as the practitioner does not hold himself out as an IRS practitioner in that relationship.
Since 1966, Section 10.28(a) has prohibited practitioners from charging "unconscionable fees," an undefined term, for representing clients before the Service. As amended in 1994, Section 10.28(b) prohibits a practitioner from preparing an original tax return on a contingent fee basis--i.e., based on a percentage of the refund shown on the return or a percentage of the taxes saved, or otherwise depending on the specific result attained. Although contingent fees are prohibited for preparing an original return, a practitioner may charge a contingent fee for preparing an amended return or a refund claim (other than one made on an original return), if the practitioner reasonably anticipates at the time the fee arrangement is entered into that the amended return or claim will receive a substantive review by the IRS. The Service has not defined "substantive review" for this purpose, although it indicated in the 1994 amendments that the determination of the existence of a substantive review would be made on a case-by-case basis.
Nor has the IRS provided examples of the application of the contingent fee provision. Thus, practitioners may want to consult RCI 302-1, Contingent Fees in Tax Matters, which generally prohibits contingent fees for attest clients and in the preparation of an original or amended return. RCI 302-1, which is not binding on the Service, illustrates situations in which a contingent fee may be permitted for preparing an amended return or refund claim (e.g., if the client's state or Federal return is under examination). One commentator has stressed that contingent fees may be used without restrictions in tax controversy situations, as when a CPA represents a client before the IRS Appeals Office, and that any "contingent fee agreement should state that ... any portion of a refund claim likely to be refunded by the IRS without question... will be charged on a straight time basis at standard billing rates."(17)
Section 10.22 requires practitioners to exercise due diligence in preparing or assisting in preparing, filing and approving returns, documents, affidavits, and other papers relating to IRS matters, as well as in written or oral representations both to clients regarding IRS-administered matters and to the Treasury.(18) Circular 230 does not define due diligence. However, in Harary v. Blumenthal,(19) the Second Circuit stated that under Section 10.22(c), due diligence requires that a representative be honest with his client in connection with all IRS-related matters; according to that court, the phrasing of the regulation suggests a principal concern with making representatives accountable for negligence. In addition, the term "diligence" carries connotations of loyalty and devotion as well as care and prudence. IRS training materials stress that failure to exercise due diligence involves conduct that is "more than a simple error, but less than willful and reckless misconduct"(20); moreover, in the broad areas of tax planning and compliance, due diligence "requires that the practitioner use reasonable efforts to comply with the tax laws."(21)
In determining whether a practitioner has exercised due diligence, the Service considers a number of factors, including the error, the practitioner's explanation, and the custom of the profession (e.g., the SRTPs for CPAs).(22) Likewise, failure to comply with the realistic possibility standard set forth in Sec. 6694(a), and incorporated into Circular 230 by the 1994 addition of Section 10.34, could constitute a failure to exercise due diligence.
Example:(23) X, a practitioner, failed to include income from a partnership on a client's Form 1040. Nevertheless, X exercised due diligence, because partnership income had not been reported on prior returns, nor had partnership information been provided on a tax information questionnaire completed by the taxpayer. Thus, while use of questionnaires and checklists as part of normal office procedure is one factor used to determine whether reasonable cause exists to avoid a preparer penalty under See. 6694(a) it appears to be a much more significant factor in determining whether due diligence exists under Circular 230.
Had X completed the partnership return three months earlier, yet failed to include partnership income on the taxpayer's Form 1040, the IRS would conclude that X failed to exercise due diligence in the preparation of the client's tax return X may also have violated the disreputable conduct provisions in Sections 10.51(b) and (d) by willfully and knowingly preparing a false return.
Violations of Section 10.22(a) may also occur if a practitioner's failure to exercise due diligence leads to a tax overpayment; an overpayment might also lead to a claim against the CPA for malpractice. In addition, practitioners who provide incorrect information to the Treasury about facts or the law applicable to a return, or who have not furnished required documents to the IRS because of a lack of due diligence, may also have violated Section 10.22(b). A violation under Section 10.22(c) for oral or written representations to a client may surface during an examination if a client blames the preparer for incorrect advice about matters on the return or the required documentation needed to take a return position. This situation can lead to both a preparer penalty under Sec. 6694 and to a referral to the Director. Thus, it is essential that preparers attempt to document all client contacts in writing and to follow SRTP No. 8, Form and Content of Advice to Clients (1988 rev.), carefully regarding the form and content of advice given to clients.(24)
Sec. 6694 and the Realistic Possibility Standard
New Section 10.34 adopts and expands the Sec. 6694 preparer penalty rules regarding a practitioner's responsibilities in advising on return positions and in preparing or signing a return. A practitioner may not recommend an undisclosed return position unless it has a realistic possibility of being sustained on its merits; if it is not disclosed, Section 10.34(a)(1) requires that the position not be frivolous and be adequately disclosed to the IRS. An annually revised revenue procedure(25) describes when adequate disclosure is accomplished simply by listing the particular figures on the appropriate line of the tax form; in all other cases, disclosure should be made on Form 8275, Disclosure Statement, or 8275-R, Regulation Disclosure Statement (if the return position is contrary to a regulation). Under Section 6610.34(a)(1)(ii), if the position is not frivolous, yet does not meet the realistic possibility standard, the client must be advised of any opportunity to avoid the Sec. 6662 accuracy-related penalty through adequate disclosure.(26)
Preparers and taxpayers are subject to different disclosure rules. Taxpayers cannot avoid a See. 6662(b)(1) negligence penalty or Sec. 6662(b)(3) substantial (or gross) valuation misstatement by disclosure.(27) However, taxpayers still can avoid penalties for disregarding rules or regulations or for substantial underpayment, by properly disclosing the return position, provided the disclosure meets the new "reasonable basis" standard. According to Regs. Secs. 1.6662-3(b)(3)(ii) and -7(d)(2), this standard is significantly higher than the nonfrivolous disclosure standard applicable to preparers under Sec. 6694 and Section 10.34.(28)
Section 10.34(a)(2) requires that a practitioner who prepares or signs a return or advises a client to take a return position must inform him about any penalty reasonably likely to apply and how it might be avoided through proper disclosure.(29) The client must be informed of potential taxpayer penalties even if the preparer is not subject to a penalty for the client's return position. Section 10.34(a)(3), which echoes the Sec. 6694 regulations, provides that a practitioner generally may rely in good faith with verification on information furnished by the client; however, a practitioner cannot ignore the implications of information that he actually knows or that is furnished to him. Additionally, the practitioner must make reasonable inquiries if the information furnished appears inconsistent, incomplete or incorrect. Both the Sec. 6694 regulations (applicable to all preparers) and SRTP No. 3, Certain Procedural Aspects of Preparing Returns (1988 rev.), impose this obligation. Because the realistic possibility standard in Section 10.34 and the due diligence requirements in Section 10.22 are now closely tied together, more practitioners may be subject to scrutiny by the Director.
Fortunately, Section 10.34(b) specifies that practitioners are subject to sanctions under Section 10.34(a) only if their conduct is willful, reckless, or a result of gross incompetence. "Reckless" conduct is defined in Section 10.51(j) as a highly unreasonable omission or misrepresentation involving an extreme departure from the standards of ordinary care that a practitioner should observe under the circumstances. Although this definition is limited to use in Section 10.51(i), the IRS may apply a similar standard in determining whether a CPA acted recklessly under Section 10.34.(30) A pattern of conduct is just one factor that the Director may use to determine whether a practitioner acted recklessly, knowingly or through gross incompetence in violation of Section 10.51(j); such a pattern is not required, how ever, if a practitioner has acted willfully.(31)
However, Circular 230 does not illustrate what a "pattern of conduct" is--for example, does a error on Form 1065 that affects the s of multiple partners (and could subject the CPA to multiple Sec. 6694 penalties) constitute a pattern of conduct? Nor does Circular 230 provide guidance in determining whether an omission or misrepresentation is "highly unreasonable" (i.e., reckless in violation of Section 10.34. For example, what are a practitioner's responsibilities on discovering a highly unreasonable omission on a client's prior year return? Is the preparer's knowledge of a client's error or omission evaluated in terms of Section 10.21, SRTP No. 6, Knowledge of Error: Return Preparation (1991 rev.), and SRTP No. 7, Knowledge of Error: Administrative Proceedings (1991 rev.), or under an as-yet-undefined "highly unreasonable" standard under Section 10.34?(32)
Section 10.34(a)(4)(I) defines realistic possibility consistent with Regs. Sec. 1.6694-2(b). Thus, an undisclosed return position has a realistic possibility of being sustained on its merits if "a reasonable and well-informed analysis by a person knowledgeable in the tax law would lead such a person to conclude that the position has approximately a one in three, or greater, likelihood of being sustained on its merits."(33) According to Section 10.34(a)(4)(i), the authorities listed at Regs. Sec. 1.6662-4(d)(3)(iii) may be used in determining realistic possibility. Secondary authorities (e.g., well-reasoned articles, legal treatises, and commentary available in commercial tax services) are authority for this purpose, although they are recognized as permissible authority in SRTP No. 1, Tax Return Positions (1988 rev.). This prohibition against secondary sources operates to the disadvantage of smaller practitioners who may not have access to an extensive tax library.(34) In addition, a practitioner may not factor into the realistic possibility analysis the possibility that a return will not be challenged by the Service (i.e., that the return may not be audited or the issue not raised on audit).(35) Finally, Section 10.34 does not recognize the Sec. 6694 exception for reasonable cause and good faith because willful, reckless, or gross incompetence violations of Circular 230 are inconsistent with reasonable cause and good faith.(36)
Practitioners should carefully document all client communications related to a return position. A taxpayer subject to a Sec. 6662 negligence or substantial understatement penalty may attempt to shift the burden to the preparer by stating that he was merely following the professional's advice, or may bring a malpractice suit to cover the cost of the penalty, plus accrued interest.(37) thus, proper documentation of client communications regarding the return position, including correspondence informing clients of the risk of penalties, may defeat malpractice claims and prevent the imposition of penalties that might lead to sanctions under Circular 230.
In the next issue, Part II of this article will address disreputable conduct under Circular 230 and referrals to the Director.
(1) Treasury Department Circular 230 (hereinafter, "Circular 230"), Sections 10.0-10.101, "Regulations Governing the Practice of Attorneys, Certified Public Accountants, Enrolled Agents, Enrolled Actuaries and Appraisers before the Internal Revenue Service," as amended by final regulations (TD 8545, 6/15/94). These practitioners may also be governed by the IRS "Conference and Practice Requirements" applicable to individuals authorized to represent taxpayers before the IRS by a power of attorney; see 26 CFR Sections 601.501-601.509. (2) AICPA Federal Taxation Executive Committee, Statements on Responsibilities in Tax Practice (SRTPs) (1988 rev.). The SRTPs are considered enforceable by the IRS Director of Practice (Director) and have been cited by expert witnesses. See Gardner and Willey, "Sec. 6694 Tax Preparer Penalties," 26 The Tax Adviser 67, 76 (Feb. 1995). (3) As used by the IRS, "practitioner" refers to individuals who practice before the IRS. In this article, unless otherwise noted, "practitioner" and "CPA" are used interchangeably. (4) Although suspended or disbarred practitioners may still be able to prepare some tax returns, they may be affected by the employment restrictions in Circular 230 Section 24(a) and (b). See Wolfman, Holden and Harris, Standards of Tax Practice (Little, Brown & Co., 3d ed., 1995) (hereinafter, "Standards"), [sections] 126.96.36.199. (5) See Referrals to the Director of Practice, Coursebook (Training 9994-102) (IRS, Dec. 1992), p. 2-3 (hereinafter, "Coursebook"). (6) Circular 230 Section 10.7(e). See also IRS Pub. 947, Practice Before the IRS and Power of Attorney. (7) See Philip Q. Zauderer v. Office of Disciplinary Counsel, 471 US 626 (1985) (allowing attorneys to use targeted newspaper advertising); Richard D. Shapero v. Kentucky Bar Ass'n, 486 US 466 (1988) (permitting targeted direct mail solicitation of clients by attorneys); and Gary E. Peel v. Ill. Attorney Registration and Disciplinary Comm'n, 496 US 91 (1988) (allowing attorneys to advertise their certifications from private organizations as specialties). (8) Fred H. Edenfield v. Scott Fane, 113 Sup. Ct. 1792 (1993), and Silvia S. Ibanez v. Fla. Bd. of accountancy, 114 Sup. Ct. 2084 (1994) (attorney licensed to practice in Florida could use her CPA and CFP designations in print ads). (9) See Standards, note 4, [section] 803.1.3. (10) This standard has been criticized for containing redundant and ambiguous terms that fail to provide practitioners with meaningful guidance. In particular, the terms "unduly influencing" and "unfair" give the Director broad discretion in determining whether practitioner advertising violates Circular 230. See Saltzman, IRS Practice and Procedure (Warren, Gorham, and Lamont, 2d ed., 1977: 1994 Cum. Supp. No. 3), [paragraph]1.09, at S1-27. (11) See Saltzman id., [paragraph]1.09, at S1-27. Claims implying a guaranteed refund based on the practitioner's prior record can also be considered as "unduly influencing." See Saltzman, id.; see also Salchow, IRS Practice and Policy Tax Management, Inc., 1990), vol. 2, [paragraph]120.D.1, and Coursebook, note 5, p. 4-27. In RC Interpretation (RCI) 502-2, False, Misleading or Deceptive Acts in Advertising or Solicitation (1990 rev.), the AICPA defines false, misleading and deceptive advertising or solicitation more broadly, to encompass any representations that would be likely to cause a reasonable person to misunderstand or be deceived. Previously, the AICPA also restricted CPAs from using self-laudatory statements and comparative advertisements not based on verifiable facts. As a result of a 1989 consent decree between the AICPA and the Federal Trade Commission, these two prohibitions have been eliminated from RC 502, as long as such solicitation or advertising is neither deceptive nor false; see Standards, note 4, [section] 803.1.2. (12) See RC 505, Form of Organization and Name, and RCIs thereunder, for specific prohibitions on firm name and form of organization. (13) See "Titles, Solicitation, and Circular 230," 7 Raby Report on Tax Practice 4 (Oct. 1992). (14) Ibanez, note 8. (15) Edenfield v. Fane, note 8. (16) In overturning the Florida restriction on uninvited solicitation by CPAs, the Court left intact an Ohio ban on direct, personal solicitation of potential clients by attorneys. See the discussion of Ohralik v. Ohio State Bar Ass'n, 436 US 447 (1978), in Fane, id., pp. 1802-1804; see also Sager, "Disharmony in Florida," 39 National Public Accountant 8 (July 1994); Lantry, "Supreme Court Allows In-Person Solicitations by CPAs," 63 The CPA Journal 72 (Oct. 1993); Baliga, "Supreme Court Ends CPA Solicitation Ban," 176 journal of Accountancy 28 (Sept. 1993); DePree, Jr., and Jude, "Constitutionality of In-Person Solicitation," 176 Journal of Accountancy 81 (Sept. 1993); and Levinson, "Supreme Court Says CPAs Can Solicit Business Clients," 26 The Practical Accountant 41 (July 1993). (17) See "IRS Levels Contingent Fee Playing Field," 9 Raby Report on Tax Practice 1 (July 1994). (18) According to one commentator, the IRS is unlikely to be concerned about the quality of tax advice given (e.g., on pending legislation), but clients can reasonably expect practitioners to live up to the "due diligence" standard--and certainly courts will hold practitioners to it in malpractice cases. See "Keeping up with New and Proposed Legislation," 10 Raby Report on Tax Practice 6 (Feb. 1995). (19) W. Michael Harary v. Charles R. Blumenthal, 555 F2d 1113 (2d Cir. 1977)(40 AFTR2d 77-5056, 77-2 USTC [paragraph]9472). (20) Coursebook, note 5, p. 4-18. (21) Standards, note 4, [sections]205. (22) Coursebook, note 5, p. 4-18. (23) Id., pp. 4-18 and -19, Examples 7 and 8. (24) Id., p. 4-19. See also Gardner and Willey, note 2, on the need to document compliance with Sec. 6694. (25) See, e.g., Rev. Proc. 94-74, 1994-2 CB 823. (26) See Regs. See. 1.6662-1; Rev. Proc. 94-74, id. (27) See TD 8617, 8/31/95; Regs. Secs. 1.6662-1 and -7(b). Disclosure no longer applies to negligence penalties because the standards for taking an undisclosed tax return position (and to avoid the negligence penalty) and for disclosure (reasonable basis) are the same). (28) See, e.g., "Explanation of Provisions" in TD 8617, id., and Regs. Secs. 1.6662-3(b)(3)(ii) and -7(d)12), for a discussion of the reasonable basis for disclosure standard. Practitioners should also consult the current instructions for Forms 8275 and 8275-R. Disclosure rules for purposes of avoiding a preparer penalty are set forth in Regs. Sec. 41.6694-2(c)(3)(ii)(a), which refers to Regs. Sec. 1.6662-4(f). This regulation has been modified for taxpayers, but can still apply to preparers. Regs. See. 1.6664-4 provides guidance for determining when a taxpayer has acted with reasonable cause and in good faith so as to avoid a Sec. 6662 penalty. (29) See SRTP No. 1, Tax Return Positions (1988 rev.), which requires that a CPA notify a client of possible penalties and ways to avoid them through disclosure. (30) See the discussion in Part II of this article, in the Dec. 1995 issue. (31) Circular 230 Sections 10.52(a), (b) and 10.51(j). (32) See Randall S. Goulding, 957 F2d 1420 (7th Cir. 1992)(69 AFTR2d 92-984, 92-1 USTC [paragraph]50, 174); James E. Mitchell, 977 F2d 1318 (9th Cir. 1992)(70 AFTR2d 92-5884, 92-2 USTC [paragraph]50,512); and Comment on Proposed Regulations, 31 CFR Part 10, "Regarding Practice Before the Internal Revenue Service," submitted to the IRS on Nov. 18, 1992 by the AICPA Tax Division Circular 230 Working Group, p. 7. (33) In contrast to the realistic possibility standard in Sec. 6694 and Circular 230 Section 10.34(a), SRTP No. 1, note 29, 1.02(a), concludes that an undisclosed tax return position may not be taken unless the CPA has a good faith belief that the position has a realistic possibility of being sustained administratively or judicially on its merits if challenged. See also SRTP Interpretation 1-1, "Realistic Possibility Standard" (Dec. 1990; modified May 1991), "General Interpretation," 2.06, for further discussion on the AICPA's position that a "percentage odds" standard is not appropriate. (34) SRTP No. 1, note 29; Comment on Proposed Regulations, note (32) p. 5. (35) Circular 230 Section 10.34(a)(4)(1); see also SRTP No. 1, note 29, [paragraph].03(a). (36) See TD 8545, note 1. (37) See Prop. Regs. Sec. 1.6664-4(c) for a discussion of when a tax-payer can avoid an accuracy-related penalty by relying on a tax adviser.
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|Title Annotation:||Treasury Department Circular 230; part 1|
|Author:||Willey, Susan L.|
|Publication:||The Tax Adviser|
|Date:||Nov 1, 1995|
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