SEC Division of Corporation Finance no-action letter: AEGON N.V.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
June 24, 2014
Burton W. Wiand
Wiand Guerra King P.L.
5505 West Gray Street
Tampa, FL 33609
Re: In re Transamerica Financial Advisors, Inc., (FL-03794) AEGON N.V. – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Wiand This is in response to your letter dated June 11, 2014, written on behalf of AEGON N.V. (Company) and its subsidiary Transamerica Financial Advisors, Inc. (“TFA”) and constituting an application for relief from the Company being considered an “ineligible issuer” under Rule 405(1)(vi) of the Securities Act of 1933 (Securities Act). The Company requests relief from being considered an “ineligible issuer” under Rule 405, due to the entry on April 3, 2014, of a Commission Order (Order) pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”) naming TFA as a respondent. The Order requires that, among other things, TFA cease and desist from committing or causing any violations and any future violations of Sections 206(2), 206(4) and 207 of the Advisers Act and Rule 206(4)-7 thereunder. Based on the facts and representations in your letter, and assuming the Company and TFA comply with the Order, the Commission, pursuant to delegated authority has determined that the Company has made a showing of good cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented would require us to revisit our determination that good cause has been shown. In addition, this waiver is expressly conditioned on compliance with the Order. Sincerely, /s/ Mary Kosterlitz Chief, Office of Enforcement Liaison Division of Corporation Finance