July 25, 1983
In your letter of June 20, 1983 you request certain rulings relative to the taxation of the __________ ("Trust").
The Trust's Sponsor is a New York corporation registered to do business in the Commonwealth as a foreign corporation. The Sponsor has its principal office in New York City and numerous other offices throughout the United States and overseas. The Trustee is a New York bank with its principal place of business in New York City. The Trust Agreement will be executed and delivered in New York. All activities of the Trust will be conducted in New York, its assets will be located in New York, and its distributions to Unitholders will be made from New York. The Trust will have no office in Massachusetts.
The Trust will be comprised of interest-bearing bonds of governmental entities located in Massachusetts ("Bonds"). All of the interest received on these Bonds will, in the opinion of counsel for the issuing governmental authorities, be exempt under existing law from both federal and Massachusetts income taxes. The Bonds deposited in the Trust by the Sponsor will have been purchased by the Sponsor from the portfolio of a Massachusetts mutual savings bank ("Bank"), which will have acquired the Bonds in the ordinary course of its business. The Bank will unconditionally guarantee payment of principal, premium, if any, and interest on all Bonds in Trust and will agree to repurchase the Bonds from the Trust under certain circumstances. The Bank will secure its guarantee and repurchase commitments to the Trust by pledging for the benefit of the Trust certain securities issued, guaranteed, or insured by the United States government or its agencies or instrumentalities.
Each Unit of the Trust will represent an undivided fractional interest in the principal and net income of the Trust. Units which the Sponsor receives as a result of depositing assets in the Trust will be offered and sold in Massachusetts and several neighboring States. Following the initial public offering period, the Sponsor intends to maintain a market for the Units of the Trust and to offer to purchase the Units at prices based on the aggregate offering price of the Bonds per unit. Amounts representing interest for federal income tax purposes and principal received by the Trust will be distributed monthly.
The powers of the Trustee to deal with the Bonds once deposited are strictly limited by the terms of the Trust Agreement. Except in connection with certain offers to refund or refinance any of the Bonds, the acquisition by the Trust of any securities other than the Bonds initially deposited is prohibited. The Sponsor may direct the Trustee to dispose of the Bonds in the event of default or other adverse contingencies and must specify which Bonds are to be sold in the event the Trust must sell Bonds to raise cash to satisfy redemption requirements.
The Trust may be amended by the Trustee and the Sponsor without the consent of the Unitholders only to cure an ambiguity, to correct or supplement any provision which may be defective or inconsistent, or to make such provisions as will not adversely affect the interest of the Unitholders.
The Trust will terminate upon the maturity, redemption, sale, or other disposition of the last Bond held in the Trust or when the principal amount of Bonds held in the Trust as shown by any valuation is less than an amount specified in the Trust Agreement. If the principal amount of the Bonds held in the Trust as shown by any evaluation is less than an optional amount specified in the Trust Agreement, the Trustee may in its discretion and will, when directed by the Sponsor, terminate the Trust. The Trust may be terminated at any time by the written consent of 100% of the Unitholders. In no event will the Trust terminate later than the date specified in the Trust Agreement.
For Federal income tax purposes, in the opinion of counsel for the Sponsor, the Trust is not an association taxable as a corporation; interest on the Bonds which is exempt from federal income tax under the Internal Revenue Code of 1954 (the "Code") when received by the Trust will retain its status as tax-exempt interest to the Unitholders; each Unitholder will be considered the owner of a pro rata portion of the Trust under Section 676(a) of the Code, will be considered as a pro rata owner of each Bond held in the Trust, will be considered to have received his pro rata share of Bond interest when it is received by the Trust, and will have a taxable event when the Trust disposes of a Bond (whether by sale, exchange, redemption, or payment at maturity) or when the Unitholder redeems or sells his Units.
Based on the foregoing, it is ruled:
1. For Massachusetts income tax purposes, the Trust will be treated as a corporate trust under Section 8 of Chapter 62 of the Massachusetts General Laws and not as a grantor trust under Section 10(e) of Chapter 62 of the General Laws.
2. The proposed activities of the Trust do not constitute doing business in Massachusetts within the meaning of Section 8 of Chapter 62 of the General Laws; therefore the Trust will not be subject to Massachusetts income taxation under Chapter 62.
3. Unitholders who are subject to Massachusetts income taxation under Chapter 62 will not be required to include dividends received from the Trust in their Massachusetts gross income to the extent that such dividends represent tax-exempt interest for federal income tax purposes received by the Trust on obligations issued by Massachusetts, its counties, municipalities, authorities, political subdivisions or instrumentalities. Any undistributed earnings of the Trust will not be attributed to Unitholders for Massachusetts income tax purposes.
4. The Trust's capital gains and capital losses, included in the Federal gross income of Unitholders who are subject to Massachusetts income taxation under General Laws Chapter 62, will be included as capital gains and losses in the Unitholders' Massachusetts gross income, except where capital gain is specifically exempted from income taxation under the Massachusetts statute authorizing issuance of the obligations held by the Trust.
5. Gains and losses realized upon sale or redemption of Units by Unitholders who are subject to Massachusetts income taxation under General Laws Chapter 62 will be includible in their Massachusetts gross income.
Nothing in this ruling is to be construed as exempting the sponsor, underwriters or broker-dealers, who may be doing business in the Commonwealth, from Massachusetts taxes.
Very truly yours,
/s/Ira A. Jackson
Ira A. Jackson
Commissioner of Revenue