SEC Division of Corporation Finance no-action letter: Aviva plc

September 23, 2016
John J. Sikora, Jr., Esq.
Latham & Watkins LLP
330 North Wabash Avenue
Suite 2800
Chicago, Illinois 60611
Re: In the Matter of Aviva Investors Americas, LLC as successor to Aviva Investors North America, Inc. Aviva plc – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Sikora:
This is in response to your letter dated September 16, 2016, written on behalf of Aviva plc (“Company”) and constituting an application for relief from the Company 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”). The Company requests relief from being considered an “ineligible issuer” under Rule 405, due to the entry on September 23, 2016, of a Commission Order (“Order”) pursuant to Section 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 Aviva
Investors Americas, LLC (“AIALLC”), as successor entity to Aviva Investors North America, Inc. The Order requires that, among other things, AIALLC cease and desist from committing or causing any violations and any future violations of Sections 206(3) and 206(4) of the Advisers Act and Rule 206(4)-7 thereunder and Sections 17(a)(1) and 17(a)(2) of the Investment Company Act. Based on the facts and representations in your letter, and assuming AIALLC complies with the Order, the Commission, pursuant to delegated authority, has determined that the Company has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 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 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. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance