Prospectus supplement US007924AH66 - Aegon

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investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the senior notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. United Kingdom This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ‘‘Order’’) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as ‘‘relevant persons’’). The senior notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such senior notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. General This prospectus supplement or any other offering document or any publicity or other material relating to the senior notes may not be distributed in any country or jurisdiction outside of the United States where such action would (i) result in any violation of applicable law or (ii) cause the issuance of the senior notes to be considered an offering to the public under applicable law. LEGAL MATTERS Certain legal matters in connection with this offering will be passed upon for us by Allen & Overy LLP, New York, New York and Amsterdam, The Netherlands. Certain legal matters in connection with this offering will be passed upon for the underwriters by Davis Polk & Wardwell LLP, London, England. EXPERTS Ernst & Young Accountants LLP, an independent registered public accounting firm, has audited our consolidated financial statements and schedules included in AEGON N.V.’s annual report on Form 20-F for the year ended December 31, 2008, as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our financial statements and schedules are incorporated by reference in reliance on Ernst & Young Accountants LLP’s report given on their authority as experts in accounting and auditing. S-25
PROSPECTUS AEGON N.V. (a Netherlands public company with limited liability) and AEGON Funding Company LLC (a Delaware limited liability company) AEGON N.V. may offer its common shares, senior or subordinated debt securities, including debt securities convertible or exchangeable into other securities described in this prospectus, guarantees, warrants, purchase contracts and units for sale through this prospectus. AEGON Funding Company LLC may offer senior or subordinated debt securities including debt securities convertible or exchangeable into other securities described in this prospectus, guarantees, warrants, purchase contracts and units, in each case guaranteed by AEGON N.V., for sale through this prospectus. We may offer these securities from time to time in one or more offerings through this prospectus. We may also offer any combination of these securities. We will provide the specific terms of the securities that we are offering in supplements to this prospectus. You should read this prospectus, any applicable prospectus supplement and any applicable pricing supplement carefully before you invest. You should also consider carefully the documents incorporated by reference in this prospectus and in any prospectus supplement or any pricing supplement and in the registration statement to which they relate before you invest. Investing in these securities involves risks. See ‘‘Risk Factors’’ beginning on page 7 of AEGON N.V.’s annual report on Form 20-F for the year ended December 31, 2007 as well as the risk factors included in the applicable prospectus supplement or pricing supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is May 9, 2008.
Page 1 and 2: IMPORTANT NOTICE IMPORTANT: You mus
Page 3 and 4: TABLE OF CONTENTS Prospectus Supple
Page 5 and 6: OFFERING SUMMARY This summary may n
Page 7 and 8: RISK FACTORS Your investment in the
Page 9 and 10: USE OF PROCEEDS We estimate that th
Page 11 and 12: CAPITALIZATION The following table
Page 13 and 14: SELECTED HISTORICAL FINANCIAL DATA
Page 15 and 16: DESCRIPTION OF THE SENIOR NOTES The
Page 17 and 18: PAYMENT OF ADDITIONAL AMOUNTS If an
Page 19 and 20: So long as DTC, or its nominee, is
Page 21 and 22: General TAXATION IN THE NETHERLANDS
Page 23 and 24: esident or deemed to be a resident
Page 25 and 26: UNDERWRITING We intend to offer the
Page 27: (c) to fewer than 100 natural or le
Page 31 and 32: FORWARD-LOOKING STATEMENTS The stat
Page 33 and 34: WHERE YOU CAN FIND MORE INFORMATION
Page 35 and 36: A shareholder of a company incorpor
Page 37 and 38: ‘‘special cause,’’ such as
Page 39 and 40: eighteen months effective April 23,
Page 41 and 42: DESCRIPTION OF DEBT SECURITIES The
Page 43 and 44: AEGON N.V. will waive any right to
Page 45 and 46: eneficial interest in a security as
Page 47 and 48: either have been able to avoid the
Page 49 and 50: The limitations described above do
Page 51 and 52: Modification of the Indenture Under
Page 53 and 54: Enforceability of Rights; Governing
Page 55 and 56: time before a specified date. The r
Page 57 and 58: (C) Investment institutions (fiscal
Page 59 and 60: (iii) the holder is an individual a
Page 61 and 62: which permanent establishment or a
Page 63 and 64: TAXATION IN THE UNITED STATES This
Page 65 and 66: The amount of any distribution paid
Page 67 and 68: determine the amount of income accr
Page 69 and 70: interest includes stated interest,
Page 71 and 72: If a U.S. holder recognizes a loss
Page 73 and 74: Sale, Exchange or Retirement of Sec
Page 75 and 76: PLAN OF DISTRIBUTION We may sell th
Page 77: 10NOV200520071491 which is the pare

Prospectus supplement US007924AH66 - Aegon

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