Investment Advisers Act of 1940 — Section 203(a)
Allianz of America, Inc.
May 25, 2012
RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF INVESTMENT MANAGEMENT
IM Ref. No. 20125241412
Your letter dated May 25, 2012 requests our assurance that we would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) under section 203(a) of the Investment Advisers Act of 1940 (the “Advisers Act”) against Allianz of America, Inc. (“AZOA”), a corporation organized under the laws of the State of Delaware, if AZOA does not register with the Commission as an investment adviser under the Advisers Act.
In your letter, you assert, among other things, that AZOA is not engaged in the business of “advising others.”1 Based on the facts and representations set forth in your letter, we would not recommend enforcement action to the Commission against AZOA under section 203(a) of the Advisers Act if AZOA does not register as an investment adviser under the Advisers Act.2 Our position is based particularly on your representations that:
- AZOA is a wholly owned subsidiary of Allianz SE, a German Societas Europaea (the “Parent”). AZOA was established for the purpose of serving as a holding company for various U.S.-based subsidiaries of the Parent, and has been operated for this purpose and for the purpose of providing investment advisory services to U.S.-based and foreign insurance companies that are direct and indirect wholly owned subsidiaries of the Parent (each, an “Allianz Group Company”) and to their direct and indirect wholly owned subsidiaries;
- AZOA does not hold itself out to the public as an investment adviser, and provides investment advice only to the Allianz Group Companies and to their direct and indirect wholly owned subsidiaries; and
- The Allianz Group Companies beneficially own, directly or indirectly, 100% of the assets for which AZOA provides investment advice.
This response expresses our view on enforcement action only and does not express any legal or interpretive position on the issues presented. Because our position is based upon all of the facts and representations, any different facts or representations may require a different conclusion.3
Michael S. Didiuk
1 Section 202(a)(11) of the Advisers Act defines “investment adviser” to mean “any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities.”
2 See Zenkyoren Asset Management of America Inc., SEC Staff No-Action Letter (June 30, 2011).
3 This relief would not apply if, for example, the Parent or any Allianz Group Company were a private fund as defined in section 202(a)(29) of the Advisers Act.
The Incoming Letter is in Acrobat format.