A system, method, and computer program product for implementing municipal
arbitrage portfolios are set forth herein. A first investment fund that
is compliant with the Investment Company Act of 1940 (the 1940 Act) uses
a special purpose trust that: (i) issues at least a First Security funded
at least in part by equity of the first investment fund, the First
Security providing a series of residual interest payments to the first
investment fund; (ii) issues at least one Second Security that results in
a series of distributions to a second investment fund; and (iii) owns one
or more municipal bonds. The first investment fund may have an obligation
to reimburse a liquidity provider (LP) for losses incurred by the
liquidity provider from performing its obligation to purchase the Second
Security upon tender by a holder. Consolidation of the municipal bonds
held by the special purpose trust on the balance sheet of the first
investment fund is avoided by using one or more step out transactions.