RegAlert2020-09-29
Added · Updated
SEC Division of Corporation Finance no-action letter: Aegon N.V.
Aegon N.V. requests a waiver from ineligibility for Well-Known Seasoned Issuer status under Rule 405 due to a cease-and-desist order entered against its subsidiary, Transamerica Asset Management, Inc., for misstatements regarding money market fund expenses. The document argues that the misconduct occurred solely at the subsidiary level without involvement from Aegon’s management or impact on Aegon’s disclosures, and that denying the waiver would impose a disproportionate hardship on Aegon’s capital raising and liquidity operations. It cites specific remedial steps taken by the subsidiary, including the cessation of recaptured amounts and enhanced review protocols, as justification for granting the determination that it is not necessary for Aegon to be considered an ineligible issuer.
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Amy Natterson Kroll
Partner
+1.202.739.5746 amy.kroll@morganlewis.com
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004 +1.202.739.3000
United States +1.202.739.3001
VIA EMAIL
Timothy B. Henseler, Esq.
Chief, Office of Enforcement Liaison
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7553
Re: In the Matter of Transamerica Asset Management, Inc.
Dear Mr. Henseler:
We submit this letter on behalf of our client, Transamerica Asset Management, Inc. (“TAM”), and its ultimate parent, Aegon N.V. (“Aegon”), a reporting company with securities registered under
Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”). TAM will settle the abovenoted action brought by the U.S. Securities and Exchange Commission (the “SEC” or
“Commission”). The settlement will result in the entry of a cease-and-desist order against TAM pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (the “Advisers Act”) and Sections 9(b) and 9(f) of the Investment Company Act of 1940 (the “Company Act”) (the “Order”). The action and Order are described below. Aegon is a foreign private issuer with securities listed on the New York Stock Exchange. As indicated in its most recent Annual Report on Form 20-F, Aegon is a well-known seasoned issuer (“WKSI”) as defined in Rule 405 under the Securities Act of 1933 (the “Securities Act”). Pursuant to Rule 405 promulgated under the Securities Act, Aegon hereby respectfully requests that the Commission or the Division of Corporation Finance (“Division”), pursuant to delegated authority, determine that for good cause shown it is not necessary under the circumstances that Aegon be considered an “ineligible issuer” under Rule 405 and therefore waive the disqualification that will result when the Commission enters the Order. Aegon has previously received waivers from ineligible issuer status, but the misconduct that was underlying the prior waivers was different from the misconduct that is the subject of the Order. 1 Aegon requests that this determination be effective upon entry of the Order against TAM in the above-referenced matter.
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