October 20, 1980

The ********** ("Fund") is a no-load, open-end diversified investment company incorporated in Maryland with its principal office in Delaware. It is registered under the Investment Company Act of 1940 and qualifies as a regulated investment company under Internal Revenue Code Section 851. The Fund is designed for institutions acting in fiduciary, advisory, agency, or similar capacity. The only contact the Fund maintains with the Commonwealth is the sale of Fund shares to institutions based in Massachusetts.

Fund shares are available through ********** ("Sponsor") and other broker-dealers. The Sponsor, which also acts as the Fund administrator and distributor, is a Delaware corporation with its principal place of business in New York. It is registered in Massachusetts as a broker-dealer and has a sales office in the Commonwealth.

Fund assets are held by the ********** ("Custodian") in Philadelphia and all Fund disbursements are made by the Custodian from that city. ********** ("Investment Advisor") is a wholly owned subsidiary of the Custodian and is incorporated in Delaware. Neither the Custodian nor the Investment Advisor is qualified to do business in or maintains an office in Massachusetts.

Substantially all of the assets of the Fund are invested in short-term obligations of states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies, instrumentalities or authorities. The Fund seeks to provide institutions with as high a level of current interest income exempt from federal taxation as is consistent with relative stability of income.

Fund shares will be sold at net asset value per share. Each share is entitled to one vote and to participate equally in Fund dividends and net assets on liquidation. Shares may be redeemed directly by order to the Sponsor or through the use of a special checking account which the shareholder may establish with the Custodian.

Dividends are declared on each day that both the Custodian and Sponsor are open for business, and are paid monthly. Any realized net long-term capital gains will be distributed annually. Shareholders may have their dividends automatically reinvested.

Currently Fund assets are held in one multi-state portfolio. The Fund is considering also establishing a series of separate portfolios, each of which would hold the obligations of a single state and its political subdivisions, agencies, instrumentalities, and authorities. These would include a Massachusetts portfolio, consisting of Massachusetts obligations. Dividends and distributions to shareholders of the Massachusetts portfolio would be paid solely out of the earnings or assets of that portfolio.

The Fund is also considering converting from a Maryland corporation to a Pennsylvania common law trust ("Trust"). Upon conversion, the Fund would establish a series of portfolios, including one for Massachusetts obligations. Each portfolio would be represented by its own shares, such as Massachusetts Trust shares. None of the prospective trustees is a Massachusetts resident.

Based on the foregoing, it is ruled:

1. Shareholders of the Fund, in its present corporate form, who are subject to Massachusetts income taxation under General Laws Chapter 62, will not be required to include that portion of their tax-exempt dividends (as defined in Internal Revenue Code Section 852 (b)(5)(A)) in their Massachusetts gross income which the Fund clearly identifies as directly attributable to interest earned on Massachusetts obligations specifically exempted from income taxation in the Commonwealth. Massachusetts shareholders of the Fund will be required to include all remaining dividends in their Massachusetts gross income.

Massachusetts shareholders of the Fund will recognize gain or loss upon sale or redemption of their Fund shares.

2. If the Fund establishes a series of portfolios, the shareholders of the Massachusetts portfolio who are subject to Massachusetts income taxation under General Laws Chapter 62 would not be required to include tax-exempt dividends (as defined in Code Section 852(b)(5)(A)) in their Massachusetts gross income to the extent that such dividends represent interest earned on Massachusetts obligations specifically exempted from income taxation in the Commonwealth. Massachusetts shareholders of the Fund will be required to include all remaining dividends in their Massachusetts gross income.

Massachusetts shareholders of the Fund will recognize gain or loss upon sale or redemption of their Fund shares.

3. Upon conversion to a Pennsylvania common law trust, the Fund would become a corporate trust for purposes of the Massachusetts income tax. Provided that the Trust continued to qualify as a regulated investment company under Code Section 851, distributions of the Massachusetts Trust to its shareholders who were subject to Massachusetts income taxation under General Laws Chapter 62, would receive the same tax treatment as that described in Ruling 2 above.

Very truly yours,

/s/L. Joyce Hampers

L. Joyce Hampers
Commissioner of Revenue

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LR 80-69