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

August 27, 2018
Deborah R. Meshulam, Esq.
DLA Piper LLP
500 Eighth Street, NW
Washington, DC 20004
Re: In the Matter of AEGON USA Investment Management, LLC, et al.
Aegon, N.V. – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Ms. Meshulam:
This is in response to your letter dated July 5, 2018, written on behalf of Aegon, N.V. (“Aegon”) and constituting an application for relief from Aegon being considered an “ineligible issuer” under clause (1)(vi) of the definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”). Aegon requests relief from being considered an ineligible issuer under Rule 405, due to the entry on August 27, 2018 of a Commission Order (“Order”) pursuant to Section 15(b) of the Securities Exchange Act of 1934, Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”), and Section 9(f) of the Investment Company Act of 1940 (“Investment Company Act”) against the following entities:
Aegon USA Investment Management, LLC, Transamerica Asset Management, Inc., Transamerica Capital, Inc., and Transamerica Financial Advisors, Inc. (“Aegon Entities”). The Order requires that, among other things, the Aegon Entities cease and desist from committing or causing any violations and any future violations of 17(a)(2) of the Securities Act of 1933, Sections 204, 206(2) and 206(4) of the Advisers Act and Rules 204-2(a)(16), 206(4)-1(a)(5), 206(4)-7, and 206(4)-8 promulgated thereunder, and Section 15(c) of the Investment Company Act. Based on the facts and representations in your letter, and assuming Aegon complies with the Order, we have determined that Aegon has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that Aegon will not be considered an ineligible issuer by reason of the entry of the Order against the Aegon Entities. Accordingly, the relief described above from Aegon being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented or failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance