February 14, 2014

RESPONSE OF THE OFFICE OF CHIEF COUNSEL DIVISION OF INVESTMENT MANAGEMENT

IM Ref. No. 20142111522 MEAG MUNICH ERGO

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]

Incoming Letters

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The Incoming Letter is in Acrobat format.