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U.S. Securities and Exchange Commission

Investment Advisers Act of 1940 - Section 203(a)

February 14, 2014


IM Ref. No. 20142111522


Your letter dated February 14, 2014 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 MEAG MUNICH ERGO AssetManagement GmbH (“MEAG”), an asset management company organized under the laws of the Federal Republic of Germany, if MEAG does not register with the Commission as an investment adviser under the Advisers Act.

In your letter, you assert, among other things, that MEAG 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 MEAG under section 203(a) of the Advisers Act if MEAG does not register as an investment adviser under the Advisers Act.[2]  Our position is based particularly on your representations that:

  • MEAG is a wholly owned subsidiary of Muenchener Rueckversicherungs–Gesellschaft Aktiengesellschaft in Muenchen (the “Parent”), a global reinsurance company with its principal place of business in Germany.  MEAG performs asset management and investment advisory services for insurance companies, and for holding companies for insurance companies, which in each case are direct or indirect wholly owned subsidiaries of the Parent (the Parent and each of its direct and indirect wholly owned subsidiaries are hereinafter referred to as the “Munich Re Group”);
  • MEAG does not hold itself out to the public as an investment adviser, and provides investment advice only to the Munich Re Group companies; and
  • The Munich Re Group companies beneficially own, directly or indirectly, 100% of the assets for which MEAG 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
Senior Counsel

[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 Allianz of America, Inc., SEC Staff No-Action Letter (May 25, 2012); see also, 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 Munich Re Group company were a private fund as defined in section 202(a)(29) of the Advisers Act.

Incoming Letters

The Incoming Letter is in Acrobat format.



Modified: 02/18/2014