September 22, 1978

You request a ruling with respect to the Massachusetts tax status of ********** (the "Trust"), a newly organized open-end diversified management investment company.

The Trust was organized as a Massachusetts business trust under the laws of Massachusetts by an Agreement and Declaration of Trust dated August 29, 1978. It has registered as an investment company under the Investment Company Act of 1940 (15 U.S.C. ss. 80a-1 to 80b-2).

The Trust's initial capital will be at least $100,000, represented by shares owned by ********** the Trust's adviser, and by several persons affiliated with the Trust. The Trust will not be a personal holding company for federal income tax purposes. The Trust plans to make an offering of its shares to the public in November 1978.

The Trust intends to elect under Section 851 of the Internal Revenue Code to be a regulated investment company for federal in­come tax purposes. The election will be made with the Trust's first tax return for the fiscal period ending September 30, 1978. The Trust intends at all times to satisfy the income and asset requirements of Section 851(b) to be considered a regulated investment company.

The Trust, after its first taxable year ending September 30, 1978, does not intend to make distributions to its shareholders. Therefore, under Section 852 of the Internal Revenue Code, the Trust will not be taxed federally as a regulated investment company for subsequent taxable years, although its status as a regulated investment company under Section 851 will continue so long as it complies with the requirements and limitations contained in Section 851.

Based on the foregoing, it is ruled:

1. The Trust will be a regulated investment company within the meaning of Massachusetts General Laws Chapter 62, Section 8(b) so long as it continues to qualify as a regulated investment company under Section 851 of the Internal Revenue Code.

2. The Trust will not be subject to taxation under Massachusetts General Laws Chapter 62 while it is a regulated investment company within the meaning of Massachusetts General Laws Chapter 62, Section 8(b).

Very truly yours,

/s/Laurence D. Fitzmaurice

Laurence D. Fitzmaurice
Commissioner of Revenue

LR 78-14