June 25, 1980

You request a ruling on whether your client, **********, (the "Fund") will be subject to the corporate excise tax in the Commonwealth of Massachusetts if it makes the changes proposed herein.

Currently, the Fund operates out of the Boston office of its Sponsor, ************ uses a Boston address on its prospectus and with the state and federal governments, and has a Boston telephone number. Two of its four officers are Massachusetts residents, as is one of the Fund's five directors. The former also serve as officers for the Boston office of the Fund's Sponsor.

The Fund is a Maryland corporation, which is qualified to do business in Massachusetts under General Laws Chapter 181, Section 4 and has elected to be taxed as a security corporation under Massachusetts General Laws Chapter 63H, Section 38B(b), and as a regulated investment company for federal purposes (Internal Revenue Code Section 851). It is a no-load, diversified, open-end investment company engaged exclusively in the buying, selling, and holding of "money market" securities. Fund shares are available only through the offices of the Sponsor.

The Sponsor is a Delaware corporation which maintains its principal place of business in New York and offices throughout the United States, including Massachusetts. Under contract with the Fund, the Sponsor acts as its administrator and distributor. *********** a New York corporation, provides investment advice to the Fund. *********** (The "Bank"), of Boston, Massachusetts, is the Fund's custodian, dividend disbursing agent and transfer agent. The Bank provides market appraisals and daily income statements, keeps the portfolio records of the Fund, and is responsible for holding the Fund's securities, nearly all of which are kept, under sub-custodian agreements, in banks outside of the Commonwealth.

Under the proposed change, the Fund will relinquish its office space, telephone number, property and employees in the Commonwealth. Office space will then be provided by a New York office of its Sponsor. All of its officers, and four of its five directors will be non-residents of the Commonwealth. The Fund will maintain its present use of the Bank in Massachusetts and the Sponsor will continue to act as the sole distributor of Fund shares through its offices, including those in Massachusetts.

It is ruled that after the Fund has made the changes hereinbefore described and has terminated its qualification to do business in Massachusetts by filing the appropriate certificate of withdrawal with the Secretary of the Common­wealth, it will no longer be subject to the Massachusetts corporate excise.

Very truly yours,

/s/L. Joyce Hampers

L. Joyce Hampers
Commissioner of Revenue

LJH/DMH/jmcd

LR 80-41