X0405 TA-1/A 0001202048 XXXXXXXX 084-06057 true LIVE SEC VALIC RETIREMENT SERVICES CO AIG RETIREMENT SERVICES CO 502575 2919 Allen Parkway Houston TX 77019 N 713-831-3150 N N N N Corporation The Variable Annuity Life Insurance Company (VALIC) 11/18/1996 Owner E true Glenn R. Harris 01/15/2015 Director NA true 04/30/2021 Eric S. Levy 06/29/2016 Director and Senior Vice President NA true 06/17/2021 Freda Lee 06/17/2021 Executive Vice President NA true Todd McGrath 06/17/2021 President NA true Cheryl Tibbits 06/17/2021 Executive Vice President & CFO NA Y The Variable Annuity Life Insurance Company, AGC Life Insurance Company, AIG Life Holdings, Inc., SAFG Retirement Services, and American Intl Group. The VALIC Retirement Services Company is 100 owned by The Variable Annuity Life Insurance Company. The Variable Annuity Life Insurance Company is 100 percent owned by AGC Life Insurance Company, which is 100 percent owned by AIG Life Holdings, Inc., which is 100 percent owned by SAFG Retirement Services, Inc. (DE), which is 100 percent by owned American International Group, Inc. (AIG). N N N N N Y American International Group, Inc. Injunction 02/06/2006 Securities and Exchange Commission THE SEC COMPLAINT ALLEGED THAT FROM 2000 UNTIL 2005, AIG MATERIALLY FALSIFIED ITS FINANCIAL STATEMENTS IN ORDER TO STRENGTHEN THE APPEARANCE OF ITS FINANCIAL RESULTS TO ANALYSTS AND INVESTORS. IN SO DOING, THE SEC ALLEGED THAT AIG HAD VIOLATED SECTION 17(A) OF THE SECURITIES ACT OF 1933 AND SECTIONS 10(B), 13(A), 13(B)(2) AND 13(B)(5) AND RULES 10B-5, 12B-20, 13A-1, 13A-13 AND 13B2-1 OF THE EXCHANGE ACT OF 1934. Settled 2/17/2006 VALIC Financial Advisors, Inc. (VFA) In the Matter of VALIC Financial Advisors, Inc. SEC File No. 3-19894 07/28/2020 Securities and Exchange Commission On July 28, 2020, the United States Securities and Exchange Commission ("SEC") issued an administrative order against VALIC Financial Advisors, Inc. ("VFA" or the "Firm") finding that the Firm failed to disclose to certain Florida teachers that the Firm's parent company, VALIC, provided cash and other financial benefits to a for-profit company owned by Florida K-12 teachers' unions in exchange for referring teachers to products and services offered by VALIC and the Firm, in violation of Sections 206(2) and 206(4) of the Advisers Act and Advisers Act Rule 206(4)-3 thereunder. The SEC also found that VFA did not adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder, in violation of Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. VFA neither admitted nor denied the SEC's findings. Solely for the purpose of settling the proceeding, VFA consented to a cease-and-desist order, a censure, and to pay a civil monetary penalty of $20 million, which was paid on July 31, 2020. VFA agreed to comply with certain undertakings as well. VALIC Financial Advisors, Inc. (VFA) In the Matter of VALIC Financial Advisors, Inc. SEC File No. 3-19895 07/28/2020 Securities and Exchange Commission On July 28, 2020, the United States Securities and Exchange Commission ("SEC") issued an administrative order against VALIC Financial Advisors, Inc. ("VFA") regarding certain VFA mutual fund and mutual fund share class selection practices. Specifically, the SEC found that the Firm had not appropriately disclosed certain conflicts of interest due to its receipt of revenue sharing, avoidance of transaction fees, and receipt of 12b-1 fees, in violation of Section 206(2) of the Advisers Act. The SEC also found that VFA did not adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in connection with its mutual fund share class selection practices, in violation of Section 206(4) of the Advisers Act of 1940 and Rule 206(4)-7 thereunder. VFA neither admitted nor denied the SEC's findings. Solely for the purpose of settling the proceeding, VFA consented to a cease-and-desist order, a censure, and disgorgement of $13,232,681, prejudgment interest of $2,211,072, and a $4.5 million civil penalty, paid on 8/7/2020, and certain undertakings. Y American International Group, Inc. Docket SDNY - Case No. 06 CIV 1000 02/09/2006 Securities and Exchange Commission The SEC Complaint alleged that from 2000 until 2005, AIG materially falsified its financial statements in order to strengthen the appearance of its financial results to analysts and investors. In so doing, the SEC Alleged that AIG had violated Section 17(A) of The Securities Act of 1933 and Sections 10(B), 13(A), 13(B)(2) and 13(B)(5) and Rules 10B-5, 12B-20, 13A-1, 13A-13 and 13B2-1 of the Exchange Act. Settled 2/17/2006 VALIC Financial Advisors, Inc. (VFA) In the Matter of VALIC Financial Advisors, Inc. SEC File No. 3-19894 07/28/2020 Securities and Exchange Commission On July 28, 2020, the United Stated Securities and Exchange Commission ("SEC") issued an administrative order against VALIC Financial Advisors, Inc. ("VFA" or the "Firm") finding that the Firm failed to disclose to certain Florida teachers that the Firm's parent company, VALIC, provided cash and other financial benefits to a for-profit company owned by Florida K-12 teachers' unions in exchange for referring teachers to products and services offered by VALIC and the Firm, in violation of Sections 206(2) and 206(4) of the Advisers Act and Advisers Act Rule 206(4)-3 thereunder. The SEC also found that VFA did not adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder, in violation of Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. VFA neither admitted nor denied the SEC's findings. Solely for the purpose of settling the proceeding, VFA consented to a cease-and-desist order, a censure, and to pay a civil monetary penalty of $20 million, which was paid on July 30, 2020. VFA agreed to comply with certain undertakings as well. VALIC Financial Advisors, Inc. (VFA) In the Matter of VALIC Financial Advisors, Inc. SEC File No. 3-19895 07/28/2020 Securities and Exchange Commission On July 28, 2020, the United States Securities and Exchange Commission ("SEC") issued an administrative order against VALIC Financial Advisors, Inc.("VFA") regarding certain VFA mutual fund and mutual fund share class selection practices. Specifically, the SEC found that the Firm had not appropriately disclosed certain conflicts of interest due to its receipt of revenue sharing, avoidance of transaction fees, and receipt of 12b-1 fees, in violation of Section 206(2) of the Advisers Act. The SEC also found that VFA did not adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder in connection with its mutual fund share class selection practices, in violation of Section 206(4) of the Advisers Act of 1940 and Rule 206(4)-7 thereunder. VFA neither admitted nor denied the SEC's findings. Solely for the purpose of settling the proceeding, VFA consented to a cease-and-desist order, a censure, and disgorgement of $13,232,681, prejudgment interest of $2,211,072, and a $4.5 million civil penalty, paid on 8/7/2020, and certain undertakings. N N Y The VARIABLE ANNUITY LIFE INSURANCE COMPANY (VALIC) Docket/Case Number: 08-1728-9 08/06/2015 West Virginia Securities Commission The State alleged in twenty-four separate summary orders 1) VALIC acted as an investment adviser without proper registration, 2) advertisement violation, 3) VALIC and its agent defrauded investors by misleading them, misrepresenting material facts, and implying the were representatives of the school board or the State, 4) statements/omissions were misleading and constituted a scheme to defraud WV residents, and 5) failure of VALIC's agent to disclose to his client that was employed and controlled by VALIC. Vacated 5/3/2019. VALIC Financial Advisors, Inc. (VFA) Docket/Case Number: 16-0572-DEN 06/14/2016 State of Oklahoma Insurance Department Due to an administrative error, VFA omitted certain FINRA regulatory actions on its insurance agency application. VFA agreed to settlement and paid $300 administrative fine. Sean Placido Rodriguez File No. LCB 1159-A 11/22/2013 California Department of Insurance Failed to report December 22, 2012, settlement with FINRA California Insurance License revoked/restricted license issued. VALIC Financial Advisors, Inc. (VFA) Docket/Case Number: 16-0572-DEN 06/24/2016 State of Oklahoma Insurance Department VFA filed an administrative agency application on behalf of VALIC Financial Advisors, Inc., in the the State of Oklahoma. Due to an administrative error, the application omitted certain FINRA Regulatory Actions. VFS amended its application. The State issued an administrative fine against VFA for $300 for omitting the regulatory event in its application. VFA agreed to settlement and paid the $300 administrative fee. VALIC Financial Advisors, Inc. (VFA) Docket/Case Number: 100130340 10/07/2016 Alaska Division of Insurance Alaska issued an administrative fine against VFA in the amount of $100 for failing to timely report the fine issued by the State of Oklahoma. VFA settled the matter and paid the fine. VALIC Financial Advisors, Inc. (VFA) Docket/Case Number; 11/7/2016 11/07/2016 Louisiana Department of Insurance Louisiana issued an administrative fine against VFA for $500 for omitting prior regulatory events in the initial application and failing to timely report the fine issued by the State of Oklahoma. VFA settled the matter and paid the $500 fine. Y Zachary Ranstead Pittinger (VALIC Financial Advisors, Inc.) Docket/Case Number: IC10-CAF-01 01/22/2010 Texas State Securities Board Alleged that investment advisory services were provided without being registerered as an IAR. Reprimand, $4,000 Fine William Hilton Burke (VALIC Financial Advisors, Inc.) Docket/Case Number: 0096-SR-7/10 08/09/2010 Florida Office of Financial Regulation Allegedly conducted investment advisory business without the benefit of lawful registration. Ceast and desist, $2,500 Fine. Sean Placido Rodriguez (VALIC Financial Advisors, Inc.) Case Number 2010023804801 12/18/2012 FINRA Allegedly executed or caused to be executed numerous discretionary transactions in a customer's account without authority/unsuitable recommendations. AWC: Suspension (60 days/all capacities), $10,000 fine, Restitution $5,000 VALIC Financial Advisors, Inc. SEU-2018-001 05/30/2019 Hawaii Department of Commerce and Consumer Affairs Hawaii alleged that the firm failed to supervise a registered representative who had submitted a transactions without proper customer authorization. Monetary/Fine $10,000. Cease and Desist/Injunction Y Sean Placido Rodriguez (VALIC Financial Advisors, Inc.) Case Number 2010023804801 12/18/2012 FINRA Allegedly executed or caused to be executed numerous discretionary transactions in a customer's account without authority/unsuitable recommendations. AWC: Suspension (60 days/all capacities), $10,000 fine, Restitution $5,000 Y Sean Placido Rodriguez (VALIC Financial Advisors, Inc.) Case Number 2010023804801 12/18/2012 FINRA Allegedly executed or caused to be executed numerous discretionary transactions in a customer's account without authority/unsuitable recommendations. AWC: Suspension (60 days/all capacities), $10,000 fine, Restitution $5,000 American General Life Insurance Company Docket/Case Number: 10-076-S 09/20/2010 Vermont Dept of Banking, Insurance, Securities and Healthcare Administration ("B SunAmerica Annuity and Life Assurance Company ("SALAC") merged into American General Life Insurance Company ("AGLIC") in December 2012. AGLIC is a related person of Varagon Capital Partners, L.P. BISHCA alleged that SALAC violated the Vermont Uniform Securities Act by (1) using a prospectus that was ambiguous in describing its automatic asset re-balance program feature applicable to certain variable annuities, and (2) not re-balancing certain sub-accounts within the annuities to return to allocations given in the account owners' last trade instructions. Stipulation and Consent. Sanction ordered in the amount of $100,000. American General Life Insurance Company American International Group, Inc. In the Matter of, American General Life Insurance Company American International 01/28/2021 New York State Department of Financial Services American International Group, Inc. ("AIG") and AGL entered into a consent order with New York State Department of Financial Services finding that AGL had conducted an insurance business in New York without a New York license in connection with its Pension Risk Transfer ("PRT") business, in violation of insurance law section 1102(A). Order made findings only against AGL. AGL paid a $12,000,000 civil penalty on 02/05/2021. Pursuant to the order, AGL will also take agreed upon actions with respect to NY-based participants in legacy and future PRT transactions. American General Life Insurance Company In the Matter of American General Life Insurance Company, Docket No. 4516 08/12/2021 State of Delaware Department of Insurance On August 12, 2021, American General Life Insurance Company paid a $106,000 administrative fine to the Delaware Department of Insurance to resolve alleged violations arising out of the state's routine market conduct examination of the company's individual life and individual annuity business. Stipulation and Consent. Administrative Penalty in the amount of $106,000. The Variable Annuity Life Insurance Company In the Matter of The Variable Annuity Life Insurance Company, No. 2021-0089-S 09/21/2021 New York State Department of Financial Services On September 17, 2021, VALIC paid a $230,820 administrative fine to the NYSDFS to resolve alleged violations arising out of the state's routine market conduct examination of the company's group and individual annuity business. Consent Order. Administrative Penalty in the amount of $230,820. American General Life Insurance Company In the Matter of American General Life Insurance Company; No. MIA-2021-09-023 09/30/2021 Maryland Insurance Administration On September 21, 2021, American General Life Insurance Company paid a $32,250.00 administrative fine to the Maryland Insurance Administration to resolve alleged violations arising out of the State's routine market conduct examination of the Company's individual life insurance business, covering the time period of June 1, 2018 through January 31, 2020. Order. Administrative Fine in the amount of $32,250. Y Sean Placido Rodriguez (VALIC Financial Advisors, Inc.) Case Number 2010023804801 12/18/2012 FINRA Allegedly executed or caused to be executed numerous discretionary transactions in a customer's account without authority/unsuitable recommendations. AWC: Suspension (60 days/all capacities), $10,000 fine, Restitution $5,000 Y Robert Jacob Bourgeois (Varagon Capital Partners, LP) Docket/Case Number: 1205-10164 09/12/2012 Texas State Board of Public Accountancy License may be reinstated upon completion on continuing education requirements and payment of penalty fee. Suspension/Administrative revocation: CPA License Y Renee Lynn Coil (VALIC Financial Advisors, Inc) Docket/Case Number: 2008014756401 07/30/2010 FINRA Alleged violation of NASD Rules 2110 and 2310. Failed to determine the surrender fees related to variable annuity exchanges she recommended to a customer and the customer agreed to the exchanges based on his understanding that there was no penalty associated with the exchanges. One-month suspension Y AIG Capital Services, Inc. Docket/Case Number: C11000014 07/07/2000 National Association of Securities Dealers, Inc. The NASD alleged AIG Capital Services, Inc. ("ACS") failed to establish, maintain, and enforce written supervisory procedures reasonably designed to achieve compliance with applicable rules of NASD, to ensure (I) the timely filing and processing of registration applications; (II) the timely filing and processing of notices reporting terminations of employment; and (III) that its registered representatives fulfilled the requirements of the regulatory element of the continuing education program. AWC/Sanctions Ordered: Censure, Monetary Fine $75,000.00. VALIC Financial Advisors, Inc. (VFA) Docket/Case Number: 2014042360001 11/28/2016 FINRA Alleged violations of NASD Rule 3010)(A)(B) and FINRA Rules 2010, 2330( C), (D), and E. AWC: Censure, Monetary Fine $1,750,000 Renee Lynn Coil (VALIC Financial Advisors, Inc) Docket/Case Number: 2008014756401 07/30/2010 FINRA Alleged violation of NASD Rules 2110 and 2310. Failed to determine the surrender fees related to variable annuity exchanges she recommended to a customer and the customer agreed to the exchanges based on his understanding that there was no penalty associated with the exchanges. One-month suspension VALIC Financial Advisors, Inc. (VFA) Matter No. 2018060548501 01/08/2021 FINRA On January 8, 2021, VALIC Financial Advisors, Inc. (VFA) completed a Letter of Acceptance, Waiver and Consent (AWC) with FINRA for the purpose of settling alleged FINRA rule violations that it failed to (i) establish a reasonably designed system and written supervisory procedures to monitor rates of variable annuity exchanges and implement corrective action in the case of inappropriate exchanges, violating FINRA Rules 2330(d), 3110, and 2010; (ii) reasonably supervise recommendations involving the investment of additional funds in an existing variable annuity, violating FINRA Rules 3110 and 2010, and (iii) timely report statistical and summary information for certain customer complaints during a specified period, violating FINRA Rules 4530(d) and 2010. VFA neither admitted nor denied FINRA's findings. Solely for the purpose of settling the proceeding, VFA consented to a censure and a fine of $350,000. VFA neither admitted nor denied FINRA's findings. Solely for the purpose of settling the proceeding, VFA consented to a censure and a fine of $350,000. Y Renee Lynn Coil (VALIC Financial Advisors, Inc.) Docket/Case Number: 2008014756401 07/30/2010 FINRA Alleged violation of NASD Rules 2110 and 2310. Failed to determine the surrender fees related to variable annuity exchanges she recommended to a customer and the customer agreed to the exchanges based on his understanding that there was no penalty associated with the exchanges. One-month suspension Y Renee Lynn Coil (VALIC Financial Advisors, Inc.) Docket/Case Number: 2008014756401 07/30/2010 FINRA Alleged violation of NASD Rules 2110 and 2310. Failed to determine the surrender fees related to variable annuity exchanges she recommended to a customer and the customer agreed to the exchanges based on his understanding that there was no penalty associated with the exchanges. One-month suspension N N N N Kara R. Boling 713-831-6313 Senior Vice President & Chief Operations Officer 11/19/2021