X0405 TA-1/A 0001308973 XXXXXXXX 084-06130 false LIVE SEC TRANSAMERICA FUND SERVICES, INC BMW Financial Services NA, LLC 410654 1801 California Street, Suite 5200 Denver CO 80202 N 720-482-1500 N N Y SS&C GIDS, Inc. 084-00448 1055 Broadway Kansas City MO 64105 N Corporation Marijn P. Smit 08/01/2014 Director, Chairman of the Board, EVP NA true Joshua Durham 03/30/2022 Director, President, CEO NA true Vincent J. Toner 02/11/2021 Director, Senior Vice President NA true 12/10/2024 Michael Madden 04/12/2022 Treasurer NA true Francine Rosenberger 07/05/2022 Chief Compliance Officer/Vice President NA true 04/17/2025 Dennis P. Gallagher 10/20/2021 Chief Legal Officer NA true Jamie Treacy 12/10/2024 Director NA true David J. Sensenbaugh 04/17/2025 Interim Chief Compliance Officer NA true AUSA Holding, LLC 12/31/2004 Owner D true Transamerica Life Insurance Company 10/01/2020 Owner C true N N N N N N Y N/A Admin. Pro. File No. 3-20105 against Transamerica Asset Mgmt., Inc. 09/30/2020 U.S. Securities and Exchange Commission, Washington D.C. The SEC instituted a Settled Administrative Cease-and-Desist Proceeding pursuant to Section 203(e) and 203(k) of the Advisers Act and Sections 9(b) and 9(f) of the Investment Company Act of 1940 against Transamerica Asset Mgmt., Inc. ("TAM"). The Respondent entered into a settlement with the SEC relating to expense recaptures. The recaptures at issue, which TAM self-reported to the SEC, involved amounts previously voluntarily waived and/or reimbursed to four money market funds to prevent the funds from experiencing a negative yield. In some cases recaptures under the voluntary yield waiver arrangements exceeded contractual expense limits. The recaptured amounts were not reflected in the funds' prospectus fee tables. The funds involved were Transamerica Government Money Market, Transamerica BlackRock Government Money Market VP, Transamerica Partners Government Money Market and Transamerica Partners Institutional Government Money Market. The two Transamerica Partners Government Money Market funds reorganized into Transamerica Government Money Market in October of 2017. Under the settlement order, TAM agreed to pay affected fund investors approximately $5.3 million in disgorgement and approximately $690,000 in prejudgment interest. These amounts represent expenses incurred above the applicable expense limit (plus interest). Respondent agreed to cease and desist from committing or causing any violations of certain statutory provisions and SEC rules. The settlement order does not affect TAM's ability to manage the funds. N/A Title: Admin. Pro. File No. 3-18681 against AEGON USA Investment Mgmt., LLC et a 08/27/2018 U.S. Securities and Exchange Commission, Washington D.C. The SEC instituted a Settled Administrative Cease-and-Desist Proceeding pursuant to Section 8A of the 1933 Act, Section 15(b) of the 1934 Act, Sections 203(e) and 203(k) of the Advisers Act and Section 9(f) of the Investment Company Act of 1940 against Aegon USA Investment Management, LLC ("AUIM"), Transamerica Asset Management, Inc. ("TAM"), Transamerica Capital, Inc. ("TCI"), and Transamerica Financial Advisors, Inc. ("TFA") (collectively, the "Respondents"). The SEC found that the Respondents marketed mutual funds, variable life insurance investment products, variable annuity investment portfolios, and separately managed accounts as "Model-Driven" and "Model Supported" without confirming that the models worked as intended or disclosing risks. In addition, TAM and AUIM failed to disclose to investors and the Funds Board that an inexperienced quantitative research analyst was the day-to-day manager of certain products. The SEC also found one of TAM's funds included an undisclosed return of capital in its dividend payments. Additionally, TAM and AUIM added Volatility Overlays to the Index and AAA Portfolios without adequate disclosure and without first confirming the overlays' accuracy. Finally, TFA negligently relied upon, and distributed to its advisory clients, marketing materials regarding AUIM's use of econometric models and an unaffiliated investment adviser's materially inflated, and hypothetical and back-tested, performance track record. Respondents agreed to cease and desist from committing or causing any violations or future violations, were censured, and pay disgorgement, prejudgment interest, and civil monetary payments totaling $97,602,040. TRANSAMERICA RETIREMENT ADVISORS, LLC In the Matter of Transamerica Retirement Advisors, LLC SEC File No. 3-22426 01/17/2025 U.S. SECURITIES AND EXCHANGE COMMISSION On January 17, 2025, the SEC issued an order instituting and simultaneously settling that administrative proceeding ("Order") against Transamerica Retirement Advisors, LLC ("TRA") regarding the firm's failure to disclose certain conflicts of interest that it paid incentive compensation to certain investment advisor representatives in connection with the referral and the transfer or rollover of assets into TRA advisory accounts. The Order found that TRA violated Sections 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. For the purpose of settling the proceeding, TRA consented to a cease and desist order, a censure and a civil penalty of $2.9 million. The civil penalty was deposited into a Fair Funds account and will be distributed to affected investors in accordance with the Order. Y N/A SEC order against AEGON Nederland N.Y. 02/04/1982 U.S. Securities and Exhchange Commission, Washington D.C. The Securities and Exchange Commission ("SEC") issued an Order Instituting Proceedings Pursuant to Section 15(c)(4) of the Exchange Act and Findings and Order Imposing Remedial Sanctions (the "Order") against AEGON Nederland N.V., a wholly-owned subsidiary of AEGON N.V. (formerly named AGO Holding N.V.); AEGON Nederland consented to the entry of the Order without admitting or denying any of the matters contained therein. In the Order, the SEC found that AEGON Nederland failed to comply with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder in that AEGON Nederland failed to disclose for over one year purchases of Life Investors shares made for its account by a Dutch nominee totaling approximately 1.4 percent of the then outstanding shares. The SEC found that AEGON Nederland's first disclosure concerning these purchases misrepresented the date, price, method and nature of the purchases and that the second disclosure did not identify the nominee or the circumstances surrounding transactions. The SEC ordered AEGON Nederland to comply with Section 13(d) and the rules and regulations thereunder, amend its Schedule 13D attaching a copy of the Order, comply with its undertaking to adopt and maintain procedures to comply with Section 13(d). N/A SEC order against MidAmerica Management Corp. 06/15/1977 U.S. Securities and Exchange Commission, Washington D.C. The Securities and Exchange Commission in administrative proceedings pursuant to Sections 15(b), 19(h)(2) and (3) of the Securities Act of 1933, Section 9(b) of the Investment Company Act, Sections 203(c) and 204(f) of the Investment Advisers Act of 1940, and Section 19(b) of the Securities Investors Protection Act of 1970 issued an Order alleging MidAmerica Management Corporation (previously Life Investors Management Corporation) had willfully violated Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 ("the Act") and Section 204 of the Act and Rule 204-2(a)(12) thereunder. A censure; a suspension from all securities and investment adviser activity for a period of 10 calendar days but that said sanction would be suspended and not imposed if certain conditions were satisfied. N/A Admin. Pro. File No. 3-1582 against Transamerica Financial Advisors, Inc. 04/03/2014 U.S. Securities and Exchange Commission, Washington D.C. The SEC instituted a Settled Administrative and Cease-and-Desist Proceeding pursuant to Sections 15(b) and 21(c) of the Securities Exchange Act of 1934, and Sections 203(e) and 203(k) of the Investment Company Act of 1940 against Transamerica Financial Advisors, Inc. ("TFA"). The SEC found that TFA failed to apply advisory fee discounts to certain retail clients in several of its advisory fee programs, contrary to its disclosures to clients and its policies and procedures. A censure, TFA agreed to pay a civil penalty of $553,624 to the SEC. N/A Admin. Pro. File No. 3-19053 against Transamerica Financial Advisors Inc.("TFA") 03/11/2019 U.S. Securities and Exchange Commission, Washington D.C. The SEC instituted a Settled Administrative and Cease-and-Desist Proceedings pursuant to Sections 203(e) and 203(k) of the Advisers Act against TFA. The SEC alleged TFA and its associated persons purchased, recommended, or held for advisory clients mutual fund share classes that charged 12b-1 fees instead of lower-cost share classes of the same funds for which the clients were eligible. TFA received 12b-1 fees in connection with these investments. TFA failed to disclose in its Form ADV or otherwise the conflicts of interest related to (a) its receipt of 12b-1 fees, and/or (b) its selection of mutual fund share classes that pay such fees. TFA and its associated persons received 12b-1 fees for advising clients to invest in or hold such mutual fund share classes. TFA censured. TFA agreed to pay disgorgement and prejudgment interest to affected investors totaling $6,023,072. TRANSAMERICA RETIREMENT ADVISORS, LLC In the Matter of Transamerica Retirement Advisors, LLC SEC File No. 3-22426 01/17/2025 U.S. SECURITIES AND EXCHANGE COMMISSION On January 17, 2025, the SEC issued an order instituting and simultaneously settling that administrative proceeding ("Order") against Transamerica Retirement Advisors, LLC ("TRA") regarding the firm's failure to disclose certain conflicts of interest that it paid incentive compensation to certain investment advisor representatives in connection with the referral and the transfer or rollover of assets into TRA advisory accounts. The Order found that TRA violated Sections 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. For the purpose of settling the proceeding, TRA consented to a cease and desist order, a censure and a civil penalty of $2.9 million. The civil penalty was deposited into a Fair Funds account and will be distributed to affected investors in accordance with the Order. Y N/A SEC order against MidAmerica Management Corp. 06/15/1977 U.S. Securities and Exchange Commission, Washington D.C. The Securities and Exchange Commission in administrative proceedings pursuant to Sections 15(b), 19(h)(2) and (3) of the Securities Act of 1933, Section 9(b) of the Investment Company Act, Sections 203(c) and 204(f) of the Investment Advisers Act of 1940, and Section 19(b) of the Securities Investors Protection Act of 1970 issued an Order alleging MidAmerica Management Corporation (previously Life Investors Management Corporation) had willfully violated Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 ("the Act") and Section 204 of the Act and Rule 204-2(a)(12) thereunder. A censure; a suspension from all securities and investment adviser activity for a period of 10 calendar days but that said sanction would be suspended and not imposed if certain conditions were satisfied. Y N/A SEC order against MidAmerica Management Corp. 06/15/1977 U.S. Securities and Exchange Commission, Washington D.C. The Securities and Exchange Commission in administrative proceedings pursuant to Sections 15(b), 19(h)(2) and (3) of the Securities Act of 1933, Section 9(b) of the Investment Company Act Sections 203(c) and 204(f) of the Investment Advisers Act of 1940, and Section 19(b) of the Securities Investors Protection Act of 1970 issued an Order alleging MidAmerica Management Corporation (previously Life Investors Management Corporation) had willfully violated Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (the Act) and Section 204 of the Act and Rule 204-2(a)(12) thereunder. A censure; a suspension from all securities and investment adviser activity for a period of 10 calendar days but that said sanction would be suspended and not imposed if certain conditions were satisfied. Y N/A State of Idaho Consent Order against World Group Sec., Inc. (WGS) 01/29/2004 State of Idaho, Department of Finance, Securities Bureau The State of Idaho alleged WGS violated Rule 119.01 and Rule 119.03(d) of the Idaho Securities Act for failing to enforce its written procedures and to exercise diligent supervision over the securities activities of its salesmen and procedures. WGS allegedly failed to complete a number of required monthly and quarterly interviews with representatives under its supervision and certain representatives failed to obtain approval and complete Form U-4 amendments prior to engaging in outside business activities. WGS, without admitting nor denying allegations, consented to fine of $15,000; agreed to enforce procedures regarding timely submissions of Form U4; proper documentation of outside business activities; and other polices/procedures. N/A State of Missouri Consent Order against World Group Securities, Inc. ("WGS") 11/27/2006 State of Missouri Securities Division WGS settled administrative proceeding with State of Missouri regarding alleged failure to supervise representatives who made alleged unsuitable variable annunity transactions for elderly clients. Without admitting nor denying, WGS consented to fine of $125,000 plus cost; restitution of $98,000; retention of outside consultant; additional principal follow-up on sales of variable annuities to clients over 65 in State. Total $130,600. Y William R. Weaver Consent Order against InterSecurities, Inc., n/k/a Transamerica Financial 03/30/2000 Alabama Securities Commission Cease and Desist against Mr. Weaver, Dedicated Resources and AMG Inc. for selling unregistered securities to wit: investment contracts involving viatical settlements. Violation of Alabama Securities Act for sales and failure to supervise by lSI. Cease and Desist prohibiting lSI from offering and selling securities in State, which was suspended 04/07/2000 retroactively to date of issuance, consent order 08/23/2000 whereby lSI paid fines and administrative assessment of $750 and $350 respecitvely. Richard Colling Consent Order against InterSecurities Inc., n/k/a Transamerica Financial Adviso 08/12/2004 State of North Dakota, Office of the Securities Commission ND Securities Commissioner alleged ISI failed to adequately supervise representative regarding suitability of sale of variable universal life policy to one North Dakota couple in 1999. Fine: $2000 civil penalty paid jointly with representative to ND securities department 08/10/2004 Restitution: $72,882.98 returned to customer (refund of purchase price and interest) 07/27/2004 Robert Bruce Sando, Wilford Riley Whorton, Jr., Linda M. Sperry, Thomas A. Guice, and Malcolm W. Jensen. Consent Order against InterSecurities, Inc. n/k/a Transamerica Financial Adviso 02/09/2006 Maryland Securities Commissioner The Maryland Securities Commissioner alleged ISI failed to reasonably supervise registered representative Robert Bruce Sando and his associated representatives who were discovered selling away unregistered promissory notes. ISI agreed, without admitting or denying, to Consent Order, restitution not to exceed $364,811.34, for 2 years notify State of all complaints by its residents and disposition of same, for 2 years provide rep exam info to State. N/A Administrative Proceeding against InterSecurities Inc., n/k/a Transamerica Fina 07/12/2006 Pennsylavania Securities Commission The Pennsylvania Securities Commission alleged ISI failed to reasonably supervise Branch Manager of Harrisburg, PA OSJ and ensuring Branch Manager performed obligations under certain heightened supervision agreement. ISI consented, without admitting or denying, to issuance of findings, conclusion of law and order. ISI undertakings: hire compliance firm to conduct exam of home office records related to 2 PA branches, comply with PA law and fine of $105,500. N/A Consent Order in Matter of InterSecurities Inc., n/k/a Transamerica Financial 02/26/2009 State of North Dakota, Office of the Securities Commissioner ND Securities Commissioner alleged ISI failed to reasonably supervise activities of its registered representative who was discovered selling away unregistered promissory notes, failed to follow supervisory procedures. Sale at issue neither disclosed nor approved by ISI required by policies and procedures. lSI agreed, without admitting or denying, to Consent Order including civil penalty of $90,000 paid to State 2/24/2009. Consent Order noted lSI cooperation and prior voluntary restitution to purchasers of$2,893,075.52. Gregory Brown Order and Consent against InterSecurities Inc., n/k/a Transamerica Financial 10/20/2004 Securities Division of the Arizona Corporation Commission ("ACC") ACC alleged ISI failed to supervise its registered representative, Gregory Brown, regarding the sale of investments involving pay telephones sold together with service or lease-back agreements. These investments were securities in the form of investment contracts and were not registered. ISI failed to reasonably supervise Brown in connection with its determination to allow Brown to engage in the sales of pay telephone contracts. ISI paid administrative penalty of $50,000 and agreed to establish claim resolution process to resolve claims brought by investors who purchased payphone contracts from Brown. Michael Traynor Administrative Proceeding against InterSecurities Inc. n/k/a Transamerica Fin. 08/02/2011 State of Florida, Office of Financial Regulation, Tallahassee, Florida State alleged ISI failed to reasonably supervise Mr. Traynor, a registered representative who had sold fictitious securities in the form of mutual funds and money market accounts in a multiyear scheme and misappropriated millions of dollars from at least 30 customers, in violation of Florida Statute, Rule and Administrative Code. ISI agreed, without admitting or denying findings, to Stipulation and Consent agreement including an administrative fine of $50,000. Steven Wayne Songer, Richard Lusk Securities Division of Indiana against Transamerica Financial (TFA), et al. 01/30/2012 Securities Division of Indiana, Office of Secretary of State, Indiana (Division) Division issued Order of Summary Revocation and Show Cause against TFA and two of its registered reps alleging violations of Indiana Uniform Securities Act and failure to supervise. On 5/21/2012, TFA entered into Consent Agreement with Division in which TFA agreed to reimburse State for investigative costs in amount of $750. Upon execution of Consent, Division dismissed and vacated Motion for Order to Show Cause against TFA. N/A Consent Order against InterSecurities, Inc., n/k/a Transamerica Financial Adviso 02/17/2009 North Dakota, Office of Securities Commission ND Securities Commissioner alleged that ISI failed to reasonably supervise representative regarding sale of unregistered promissory notes and failed to follow its internal procedures. ISI agreed without admitting or denying, to Consent Order, a fine of $90,000 and undertakings to remind supervisors, compliance officers and field auditors of importance of preventing and detecting selling away and of the need to review representatives' b N Y Michael Traynor Administrative Proceeding against InterSecurities Inc. n/k/a Transamerica Fin. 08/02/2011 State of Florida Office of Financial Regulation, Tallahassee, Florida State alleged ISI failed to reasonably supervise Mr. Traynor, a registered representative who had sold fictitious securities in the form of mutual funds and money market accounts in a multiyear scheme and misappropriated millions of dollars from at least 30 customers, in violation of Florida Statute, Rule and Administrative Code. ISI agreed, without admitting or denying findings, to Stipulation and Consent agreement including an administrative fine of $50,000. Y N/A California Decision Against Providian Securities Corp. ("PSC), an AEGON sub 09/05/1997 State of California PSC had its broker-dealer certification summarily revoked for non-payment of its assessment fee PSC filed Form BD amendment to have CA registration reinstated, 09/18/1997 N N Y Transamerica Capital, Inc. FINANCIAL INDUSTRY REGULATORY AUTHORITY LETTER OF ACCEPTANCE, WAIVER, AND CONSENT NO. 2020068071402 03/08/2023 Financial Industry Regulatory Authority, Washington D.C. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TO REGISTER, OR TIMELY REGISTER, A CUMULATIVE TOTAL OF MORE THAN 400 CALL CENTER PERSONNEL WHO ENGAGED IN SECURITIES BUSINESS ON THE FIRM'S BEHALF IN CAPACITIES THAT REQUIRED REGISTRATION. THE FINDINGS STATED THAT THE FIRM USED A CONTRACTED, THIRD-PARTY VENDOR TO ADMINISTER THE CALL CENTERS RELATING TO VARIABLE PRODUCTS AND OTHER INSURANCE PRODUCTS ISSUED BY THE FIRM'S AFFILIATES TO HANDLE CALLS AND REQUESTS FROM VARIABLE PRODUCT POLICY HOLDERS WHO HAD TRANSACTION REQUESTS RELATED TO SECURITIES. THESE SECURITIES TRANSACTION REQUESTS INCLUDED CUSTOMER ORDERS FOR INVESTMENT OF ADDITIONAL PREMIUMS, REALLOCATIONS OF CONTRACT VALUE AMONG SUBACCOUNTS, AND WITHDRAWALS OF CONTRACT VALUE. THESE CALL CENTER PERSONNEL HANDLING TRANSACTION REQUESTS RELATED TO SECURITIES WERE ASSOCIATED PERSONS OF THE FIRM, AND THUS REQUIRED TO BE REGISTERED IN THE CATEGORY OF REGISTRATION APPROPRIATE TO HIS OR HER FUNCTIONS. ALTHOUGH THE FIRM DETERMINED TO REGISTER CERTAIN OF THE CALL CENTER PERSONNEL AND HAD ADVISED FINRA OF THAT FACT, THE FIRM FAILED TO REGISTER, OR TIMELY REGISTER, THESE INDIVIDUALS BEFORE THEY ENGAGED IN CONDUCT REQUIRING REGISTRATION. THE FIRM LATER MADE CHANGES TO THE CALL CENTERS WITH REGARD TO THE HANDLING OF POLICY HOLDER REQUESTS RELATING TO VARIABLE PRODUCTS, HAD APPROXIMATELY 175 INDIVIDUALS REGISTERED WITH THE FIRM WHO HANDLED POLICY HOLDER REQUESTS RELATING TO VARIABLE PRODUCTS, AND ESTABLISHED POLICIES, PROCEDURES, AND SYSTEMS PROHIBITING CALL CENTER PERSONNEL WHO WERE NOT REGISTERED FROM ADDRESSING TRANSACTION REQUESTS INVOLVING VARIABLE PRODUCTS. Acceptance, Waiver & Consent(AWC), $500,000 fine, and censure N/A NASD order against Diversified Investors Securities Corp ("DISC"), an AEGON sub 02/14/2006 NASD k/n/a FINRA NASD alleged DISC, a wholly-owned subsidiary of Diversified Investment Advisors, violated Conduct Rule 2110 by permitting two customers to engage in market timing activity in the Diversified Investors International Equity Fund from July 1, 2003 through October 24, 2003 notwithstanding language in the Fund's prospectus, DISC's procedures, and representations made by certain DISC registered representatives that such practices were discouraged or prohibited. NASD further alleged deficiencies in DISC's procedures relating to the retention of email communications. DISC consented without admitting or denying findings, to a censure, a fine of $1.3 million, restitution of approximately $949,011 to affected fund; and agreed to certify and review/establish procedures relating to email retention and enforcement. N/A NASD Order against AFSG Securities Corp. ("AFSG"), an AEGON subsidiary. 10/24/2005 NASD k/n/a FINRA NASD alleged AFSG violated Conduct Rules 2211, 2210, 2110 by distributing pieces of institutional sales materials to other broker-dealers, banks and wholesalers relating to variable annuities that omitted material information; included misleading, unwarranted or promissory statements or claims; and/or failed to include data for the most recent calendar quarter and standardized performance disclosures. AFSG, without admitting allegations or findings, submitted a Letter Acceptance, Waiver and Consent agreeing to a censure and fine of $110,000. N/A Letter Acceptance, Waiver and Consent ("AWC"), InterSecurities, Inc. n/k/a ISI 04/10/2003 NASD k/n/a FINRA NASD alleged ISI did not have adequate procedures in place related to complaints to insurance company affiliates related to sale of variable products and therefore were not reported; supervisory procedures inadequate regarding complaint, suitability and review of customer account activity for possible sales practice violations. Timeframe 1997-2000. ISI, without admitting or denying allegations, submitted an AWC, consented to entry of findings that ISI violated certain NASD Rules, was fined $125,000, and censured. N/A Letter Acceptance Waiver and Consent ("AWC") InterSecurities, Inc., n/k/a ISI 11/30/2004 NASD k/n/a FINRA NASD alleged ISI filed at least 120 late amendments to forms U4 and U5 during relevant period of review and supervisory system and procedures not reasonably designed to achieve NASD compliance Without admitting or denying allegations, ISI consented to the described sanctions and to the entry of findings, was fined $125,000 and censured. N/A Letter Acceptance Waiver and Consent ("AWC") InterSecurities, Inc., n/k/a ISI 03/23/2009 FINRA As part of a national examination, FINRA required ISI to conduct a self-assessment of breakpoint compliance and complete a comprehensive review of transaction for possible missed breakpoints. Upon follow-up review, FINRA alleged ISI failed to accurately complete the prescribed review. ISI, without admitting or denying allegations, consented to sanctions, the entry of findings, and a fine of $50,000 (paid to FIN 01/03/2011). N/A Letter Acceptance, Waiver and Consent ("AWC") InterSecurities Inc., n/k/a ISI 12/21/2010 FINRA Alleged Rule violations that ISI did not conduct adequate due diligence in a "Stock to Cash" marketing program. At least five ISI registered representatives recommended that customers participate in a so-called "Stock to Cash" program under which customers would pledge stock to obtain loans that were in some instances used to purchase other products, primarily fixed or indexed annuities. ISI allowed its registered representatives to recommend the program to customers, but failed to supervise their activities in connection with the program, including requiring that they undertake adequate due diligence concerning the operations or financial stability of the entity that conducted the Stock to Cash program, take sufficient action to determine whether a client's ownership interest in the pledged securities was adequately protected, and ensure that the representations made by the loan program promoters and conveyed to customers were accurate. Therefore, ISI failed to reasonably supervise its representatives utilizing Stock to Cash, in violation of Conduct Rules 3010 and 2110 ISI, without admitting or denying allegations, agreed to the entry of findings, a requirement to certify and provide policies concerning how it determines whether new products are securities, and a fine of $50,000 (paid to FIN 1/03/2011). James A. Shepherdson NASD Complaint n. LA-4027 05/19/1986 NASD k/n/a FINRA V.J. McGuinness Co., predecessor to Transamerica Capital, Inc. settled with NASD failure to maintain sufficient net capital, meet books and records requirement and report remedial steps within 48 hours on 2/28/1985 and 03/29/1985. NASD accepted firms offer to settle matter with monetary fine of $2,500. N/A NASD Order against World Group Securities, Inc. ("WGS") 10/13/2004 NASD k/n/a FINRA WSG settled administrative proceeding regarding allegations it permitted certain representatives to act while their registrations were inactive due to failure to satisfy CE requirements WSG, without admitting or denying allegations or findings, submitted Letter of Acceptance, Waiver and Consent agreeing to a censure and a fine of $15,000 N/A NASD Order against World Securities, Inc. ("WGS") 11/30/2004 NASD k/n/a FINRA WGS settled administrative proceeding with NASD regarding late filing of amendments to U4 and U5, and supervisory system and procedures not reasonable designed to achieve compliance. WGS, without admitting or denying, submitted Letter of Acceptance, Waiver, Consent with NASD agreeing to: a censure; a $150,000 fine; and undertakings including audits and certifications of effectiveness of system and procedure for timely filings. N/A Letter of Acceptance, Waiver, and Consent ("AWC") against Transamerica Financial 01/20/2015 FINRA FINRA alleged that in November 2012, TFA filed with FINRA an inaccurate Form U5 relating to a former registered representative that failed to disclose that the representative had been charged with a felony prior to her termination. In September 2013, TFA filed with FINRA an inaccurate and misleading Amended Form U5 for the same registered representative that stated the representative had not been charged with a felony prior to her termination and that the representative had not disclosed her arrest at the time of her resignation. Accordingly, TFA violated FINRA By-Laws of the Corporation Article V, Section 3, and FINRA Rules 1122 and 2010. TFA entered into an AWC with FINRA agreeing to a censure and fine of $50,000 N/A Letter of Acceptance, Waiver, and Consent ("AWC") against Transamerica Financial 07/27/2015 FINRA FINRA alleged TFA failed to identify and apply volume discounts to certain customers' eligible purchases on non-traded real estate investment trusts ("REITs") and business development companies ("BDC") in violation of FINRA Rule 2010. In addition, TFA failed to have in place an effective supervisory system and written supervisory procedures reasonably designed to ensure that its customers received appropriate volume discounts on eligible purchases of non-traded REITs and BDCs in violation of NASD Conduct Rule 3010(a) and 3010(b) and FINRA Rule 2010. TFA, without admitting or denying findings, submitted an AWC agreeing to a censure, restitution of $51,066.08 (plus interest), a fine of $85,000 and certification it had corrected its systems and procedures regarding the sale of REITs and BDCs. N/A MFDA order against WFG Securities Inc. ("WFG") 05/04/2016 Mutual Fund Dealers Association of Canada WFG settled administrative proceeding with Mutual Fund Dealers Association of Canada regarding alleged violations of Section 24.4 of By-Laws No. 1 of the Mutual Fund Dealers Association of Canada. WFG failed to record client information and/or transaction details for scholarship plans on its back office system and/or failed to maintain trade blotters that included scholarship plan transactions, and thereby failed to facilitate branch and head office supervision of client account activities. Additionally, WFG failed to establish, implement and maintain policies and procedures for the supervision of client activity in scholarship plans, thereby failing to ensure the handling of its business was in accordance with the By-laws, Rules and Policies and with applicable securities legislation. WFG also failed to require its Approved Persons to complete its Know-Your-Client ("KYC") forms and/or obtain KYC information for clients opening scholarship plans. WFG agreed to pay a fine in the amount of $50,000 pursuant to s. 24.1.2 of MFDA By-law No. 1 and pay costs in the amount of $10,000 pursuant to s. 24.2 of MDFA By-law No. 1. N/A FINRA against Transamerica Financial Advisors, Inc. ("TFA") 12/21/2020 FINRA Department of Enforcement FINRA alleged that TFA had failed over a period of several years to reasonably supervise its representatives' recommendations of three different products - variable annuities (including the failure to detect that some representatives made thousands of misstatements to customers regarding exchanges and benefits of existing and new variable annuities), mutual funds (including the failure to determine the applicability of sales charge waivers) and 529 Plans (including the failure to provide adequate guidance to representatives regarding share-class difference), all in violation of NASD Rules 3010(a) and (b); FINRA Rules 2330(b), (c), (d) and (e), 3110(a) and (b), and 2010; and MSRB Rules G-27(a), (b) and (c). TFA, without admitting allegations or findings, submitted a Letter of Acceptance, Waiver and Consent agreeing to a censure and fine of $4,400,000 and required to pay $4,354,160 in restitution to customers Transamerica Asset Management, Inc. Settlement by Transamerica Asset Management, Inc. of National Futures Association Case No. 23-BCC-005 09/12/2023 National Futures Association, Chicago, Illinois The Business Conduct Committee of the National Futures Association (NFA) issued a complaint on June 29, 2023 alleging that Transamerica Asset Management, Inc. (TAM) failed to implement an adequate supervisory structure to oversee the firm's Commodity Futures Trading Commission registration as a commodity pool operator and its NFA membership obligations. On September 12, 2023, TAM entered into a settlement with the National Futures Association (NFA) relating to the above-referenced complaint that TAM violated an NFA rule. As part of the settlement, without admitting or denying the allegations made against it, TAM agreed to pay a fine of $140,000 to the NFA, which resolved TAM's liability for all allegations and matters set forth in the complaint. N N Y N/A In the matter of: WFG Securities of Canada, Inc. ("WFG") 05/04/2010 Manitoba Securities Commission, Winnipeg, Canada ("MSC") MSC alleged WFG approved or failed to detect the inappropriate opening and use of leveraged accounts, failed to supervise the activities of WFG salespersons in regards to the leveraged accounts, made deficient NRC filings, and failed to maintain current records. Settlement Agreement reached 09/04/2014. WFG paid a voluntary payment of $250,000 to Minister of Finance of Manitoba and paid a contribution to costs of $20,000. N Y N/A Civil Bond 06/09/1988 National Union Fire Insurance Company of Pittsburgh, PA A registered representative of InterSecurities, Inc., n/k/a Transamerica Financial Advisors, Inc. ("ISI") allegedly engaged in private securities transactions without giving his broker-dealer/member prior written notice. The representative allegedly issued 15 promissory notes to 12 investors totaling $735,000.00. The amount paid was $327,500. N/A Civil Bond 09/14/2000 National Union Fire Insurance Company of Pittsburgh, PA A registered representative of InterSecurities, Inc., n/k/a Transamerica Financial Advisors, Inc. ("ISI") allegedly engaged in private securities transactions without giving his broker-dealer/member prior notice. The representative allegedly sold and issued promissory notes totaling $1,411,427.33 to approximately 38 investors. ISI did not know of or approve this program or the representative's activities. ISI voluntarily reimbursed the principal paid by the investors. On September 14, 2000, the Fidelity Bond carrier reimbursed ISI for a portion of the principal reimbursed by ISI to the investors. The amount paid was $552,588.66 on September 14, 2000. N/A Civil Bond 11/27/2001 American International Underwriters A registered representative of InterSecurities Inc., n/k/a Transamerica Financial Advisors, Inc. ("ISI") allegedly converted monies from nine customers for his personal use, which monies were intended for the life insurance premiums, annuity payment, and/or mutual fund purchases. ISI reimbursed the principal paid by these customers after proper proof was presented. On November 27, 2001, the Fidelity Bond carrier reimbursed ISI for a portion of the principal reimbursed by ISI to the investors. The amount paid was $580,373.83 on November 27, 2001. N /s/ Joshua Durham 443-475-3058 President and Chief Executive Officer 05/13/2025