Fitch Ratings has assigned a rating of 'F1+' to the $200,000,000 Commonwealth of Massachusetts Tax Exempt Commercial Paper Notes Series L (notes).

KEY RATING DRIVERS

The rating is based on the support provided by a liquidity facility in the form of a line of credit issued by State Street Bank and Trust Company, (State Street, rated 'AA/F1+'/ Stable Outlook) which has a stated expiration date of Jan. 29, 2019 unless extended or earlier terminated. The State Street line of credit provides coverage for principal only. The Commonwealth of Massachusetts (the Commonwealth) remains obligated to pay interest upon maturity of all notes. Long-term debt obligations of the Commonwealth are rated 'AA+'/ Stable Outlook. For more information on the Commonwealth's long-term ratings, see Fitch's press release dated Nov. 18,2015 available on Fitch's web site at 'www.fitchratings.com'.

U.S. Bank National Association as Issuing and Paying Agent (IPA) for the notes is directed to request an advance under the line of credit whenever proceeds of the sale of rollover notes are insufficient to pay maturing notes. The line of credit provides sufficient coverage for the principal amount of notes and the Commonwealth is obligated to pay interest on the notes.

All notes will be issued at par, with interest due at maturity. Following the occurrence of an event of default under the line of credit, State Street may direct the IPA to immediately stop the issuance of any additional notes. In such event, the line of credit will expire after all the notes supported by such line of credit mature and have been paid from funds drawn on the line of credit. In addition, the line of credit may be terminated by State Street upon the occurrence of specified immediate termination events. The dealers for the notes are Morgan Stanley & Co. LLC and Wells Fargo Bank, N.A.

RATING SENSITIVITIES

The rating reflects the short-term rating that Fitch maintains on the bank providing liquidity support and will be adjusted upward or downward in conjunction with changes to the short-term rating of the bank and in some cases, the long-term rating of the Commonwealth.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria

Rating Guidelines for Variable-Rate Demand Obligations and Commercial Paper Issued with External Liquidity Support (pub. 22 Jan 2015)
https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=856189

U.S. Municipal Structured Finance Criteria (pub. 23 Feb 2015)
https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=862222

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form
https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=998490

Solicitation Status
https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=998490

Endorsement Policy
https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.