Mr. Edwin A. Mendiola

January 6, 1997 Mr. Edwin A. Mendiola Citisecurities, Inc. 2701 B. Philippine Stock Exchange Center, Exchange Road, Ortigas Commercial Center Pasig City S i r : This refers to your letter dated December 18, 1996 requesting information on the registration requirements for exempt government institution under RA 2629, otherwise known as the Investment Company Act, particularly on the plan of the Government Service Insurance System (GSIS) to put up an open-end mutual fund to be offered exclusively to GSIS members. Inasmuch as under Section 3 (hh) of the above-mentioned Act, the GSIS, as an instrumentality of the government, is expressly exempted from the provisions thereof, its mutual fund operation need not be registered with the SEC pursuant to the provisions of said Act. However, please be advised that the Commission is not in the position to determine whether or not the GSIS can legally set-up a "mutual fund" business. The Commission, in the case of Alfredo C. Gray Sr. et al. vs. Agustin Marking, et al., SEC Case No. 2102 dated March 9, 1982, had ruled that it has no jurisdiction over corporations created by special laws or charter. However, it is suggested that the matter be referred to the Office of the Government Corporate Counsel considering that under P.D. 1415, that agency is the principal law office of all government-owned or controlled corporations created by special law. LexLib Very truly yours, (SGD.) PERFECTO R. YASAY Chairman