October 17, 1977

In your letter of September 26, 1977, hereby incorporated by reference, you request certain rulings with respect to **********.

********** will be a limited partnership, organized under Massachusetts General Laws Chapter 109 (the Massachusetts Uniform Limited Partnership Act). The principal offices of the Account will be at ********** Boston, Massachusetts. The Internal Revenue Service ruled on September 30, 1977, that will be classified as a partnership and not as an association taxable as a corporation for Federal income tax purposes.

********** will be especially designed to provide investment services to ********** corporations ********** and will offer limited partnership interests ("Shares") to such corporations.

Under the Proposed Partnership Agreement (the "Agreement") the General Partners of ********** are divided into two classes: Director General Partners and an Adviser General Partner. Only individuals may act as Director General Partners, and all individual General Partners act as Director General Partners. ********** will be managed solely by the Director General Partners, except for those specific activities of ********** for which responsibility is given to the Adviser General Partner. The Adviser General Partner as such has no power to engage in the management, conduct or operation of ********** business nor to exercise any of the rights, powers and authority of a partner of a partnership without limited partners under the Uniform Partnership Act of the Commonwealth of Massachusetts. However, the Adviser General Partner is charged with responsibility for managing the investment of ********** assets, for administering its affairs, subject to the supervision of the Director General Partners, for determining what firms will be employed to effect portfolio security transactions for the account of ********** for appointing one or more Director General Partners in the event that no Director General Partner remains, and for managing the business of ********** for the period of time during which no Director General Partner remains.

Shares may be purchased only from **********. Investors will be required to sign a form of partnership authorization as a part of their Application accompanying initial purchases of Shares. Upon receipt by **********, the partnership authorization will be used to add the investors as a Limited Partners of **********, with the consent of the Director General Partners, and to effect an appropriate amendment to the Agreement and the Certificate of Limited Partnership (the "Certificate").

Section IV (b) of the Agreement provides that Shares held by General Partners may not be assigned.

Section VII (b) of the Agreement sets forth the relevant rules with respect to assignments of Shares by Limited Partners and substitution of assignees as Limited Partners. In essence, it provides that a Limited Partner can assign all or any portion of its Shares by a written instrument of assignment in form satisfactory to the Director General Partners, provided that (i) the assignee agrees to become a substituted Limited Partner and (ii) the Director General Partners are satisfied that such assignment will comply to applicable securities laws and consent to such assignment and substitution. The admission of an assignee as a substituted Limited Partner is conditioned upon (i) the assignment instrument being in form and substance satisfactory to the Director General Partners, (ii) the assignor and the assignee executing and acknowledging such other instruments as the Director General Partners my prescribe, (iii) the assignee's written acceptance and adoption of all the terms and provisions of the Partnership Agreement, and (iv) the assignee paying or obligating himself to pay the expenses of admission. The assignee becomes a substituted Limited Partner upon the filing of an appropriate amendment to the Certificate, which amendment shall evidence the consent of the Director General Partners.

Section II of the Agreement may be changed to provide more restrictive investment policies.

Based on the foregoing it is ruled:

(1) ********** will not be a corporate trust as defined in M.G.L. c. 62, s. 1(j), but rather will be a partnership which itself is not subject to income taxation in Massachusetts under M.G.L. c. 62, s. 17.

(2) A non-resident corporate partner of ********** which is not engaged in business in Massachusetts will not be subject to Massachusetts excise or income tax on its distributive share of ********** income or gains.

Very truly yours,

/s/Owen L. Clarke

Owen L. Clarke
Commissioner of Corporations
and Taxation

LR 77-18