No-Action Letter Re: Investment Company Act Section 7(d): German Government Entity (with Lofchie Comment)

The Division published this letter stating that it would not recommend enforcement against Erste Abwicklungsanstalt ("EAA") for being an unregistered investment company, as EAA could rely on the exemption from registration provided by ICA Section 7(d)for non-U.S. investment companies. This entity is a winding-up agency created by the German Federal Agency for Financial Market Stabilization with a purely public policy purpose relating to the German government's efforts to stabilize the financial markets after the onset of the financial crisis.

The debt securities of EAA will be sold in the United States solely in private placements to institutional accredited investors. All of the debt will be guaranteed by the German federal government and other German governmental entities.

Lofchie Comment: This is not really a typical 7(d) letter (to the extent that there is such a thing). The exemption really goes to the fact that this is effectively an obligation of the German government.

View letter here (links externally to SEC website).See also: Incoming Letter.