Massachusetts Securities Division Sending Letters Requiring Documentation From MA Exempt Reporting Advisers

The Massachusetts Securities Division ("the Division") is currently sending letters to exempt reporting advisers in Massachusetts ("MA ERAs") who manage private funds which rely on the exclusion from the definition of "Investment Company" set forth in Section 3(c)(1) of the Investment Company Act of 1940, as amended.

The letters require the MA ERA to provide certain representations and documentation to demonstrate that the MA ERA is operating in compliance with the requirements of the MA ERA exemption.  MA ERAs should be on the lookout for such a letter from the Division (we expect that every MA ERA advising 3(c)(1) funds will receive one and likely should have already) and respond promptly.