X0405 TA-1/A 0001202048 XXXXXXXX 084-06057 true LIVE SEC VALIC RETIREMENT SERVICES CO AIG RETIREMENT SERVICES CO 502575 2929 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 Freda Lee 06/17/2021 Executive Vice President NA true 03/01/2024 Todd McGrath 06/17/2021 President NA true Kara R. Boling 06/28/2016 Executive Vice President & COO NA true Barbara Rayll 11/30/2023 Vice President NA Y The Variable Annuity Life Insurance Company, AGC Life Insurance Company, AIG Life Holdings, Inc., Corebridge Financial, Inc., and American Intl Group. American International Group, Inc.'s ("AIG") share ownership of Corebridge Financial, Inc. ("Corebridge Financial"), the publicly-traded parent company of VALIC Retirement Services Company, and the rights granted to AIG by Corebridge Financial as part of a separation agreement between AIG and Corebridge Financial, provide AIG with control over Corebridge Financial's corporate and business activities. 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. 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. VALIC Financial Advisors, Inc. (VFA) 12.04 - 149432J 12/05/2017 Tennessee Department of Insurance On 04/06/2016, VALIC Financial Advisors, Inc. (VFA) filed an insurance agency application in the state of Tennessee. Due to an administrative error, the application failed to include certain VFA Regulatory Disclosures. Upon recognizing the error, VFA amended its insurance agency application on 9/30/2017. On 1/31/2018, the State of Tennessee Insurance Division issued a civil penalty against VFA in the amount of $500.00 for failing to include the regulatory disclosures in the initial application. VFA signed the agreed final order and paid the fine totaling $500.00. VALIC Financial Advisors, Inc. (VFA) State of Ohio Department of Insurance 05/23/2017 State of Ohio Department of Insurance On 04/06/2016, VALIC Financial Advisors, Inc. (VFA) filed an insurance agency application on the behalf in the state of Ohio. Due to an administrative error, the application failed to include certain VFA Regulatory Disclosures. Upon recognizing the error, VFA amended its insurance agency application on September 30. On May 23, the Ohio Department of Insurance issued an administrative fine against VFA in the amount of $500.00 for inadvertently omitting regulatory disclosure in the initial application. The administrative fine invoice was received by VFA on June 26, 2017, at which time it was promptly paid. VFA paid the $500 fine issued by the state. VALIC Financial Advisors, Inc. (VFA) Docket/Case Number: AGN266722 01/23/2017 State of Maine Bureau of Insurance On 04/06/2016, VALIC Financial Advisors, Inc. (VFA) filed an insurance agency application on the behalf in the state of Maine. Due to an administrative error, the application failed to include certain VFA Regulatory Disclosures. Upon recognizing the error, VFA amended its insurance agency application on September 30. On January 23, the State of Maine Bureau of Insurance issued an administrative fine against VFA in the amount of $50.00 for failing to include the regulatory disclosures in the initial application. The correspondence was not received by VFA until March 22, at which time payment of the fee was arranged. VFA paid the $50 fine issued by the state on 4/7/2017. VALIC Financial Advisors, Inc. (VFA) Docket/Case Number: 68901 11/29/2016 Virginia Bureau of Insurance On 04/06/2016, VALIC Financial Advisors, Inc. (VFA) filed an insurance agency application in the state of Virginia. Due to an administrative error, the application omitted certain FINRA Regulatory actions. VFA amended its application on September 30. On November 29, the State issued an administrative fine against VFA in the amount of $500.00 for omitting the 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. VALIC Financial Advisors, Inc. (VFA) Docket/Case Number: 1000474400 12/13/2016 North Carolina Department of Insurance On 04/06/2016, VALIC Financial Advisors, Inc. (VFA) filed an insurance agency application in the state of North Carolina. Due to an administrative error, the application omitted certain FINRA Regulatory events. VFA amended its application on September 30. On December 16, the State issued an administrative fine against VFA in the amount of $250.00 for omitting the 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 $250 fine. Y 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 VALIC Financial Advisors, Inc. Docket/Case Number: 20-0168 02/25/2020 State of Washington Office of the Insurance Commissioner Due to an administrative error, VFA's Washington business entity license listed an invalid email address. The state used that contact information to send correspondence which ultimately was not received by VFA. The state issued an administrative fine against VFA in the amount of $250 for failure to have at least one licensed affiliate and failure to respond to those inquiries. VFA signed the agreed final order and paid the fine totaling $250.00. VALIC Financial Advisors, Inc. Delaware Department of Insurance 05/06/2021 Delaware Department of Insurance On June 23, 2021, the Delaware Department of Insurance signed a consent order fining VFA $500 for failing to timely report VFA's January 8, 2021 Letter of Acceptance, Waiver, and Consent with FINRA. VFA signed the agreed final order and paid the fine totaling $500.00. VALIC Financial Advisors, Inc. Louisiana Department of Insurance 06/14/2021 Louisiana Department of Insurance On July 14, 2021, the Louisiana Department of Insurance signed a consent order fining VFA $500 for failing to timely report VFA's January 8, 2021 Letter of Acceptance, Waiver, and Consent with FINRA. VFA signed the agreed final order and paid the fine totaling $500.00. N Y 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. The United States Life Insurance Company in the City of New York In the Matter of The United States Life Insurance Company, No. 2020-0232-S 12/12/2023 New York State Department of Financial Services On December 12, 2023, The United States Life Insurance Company in the City of New York ("USL") paid a $5,146,245 civil penalty to the NYSDFS to resolve alleged violations arising out of the state's routine market conduct examination. Consent order. Civil Penalty in the amount of $5,146,245. N N N 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 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. VALIC Financial Advisors, Inc. (VFA) Docket/Case Number: E062005009701 10/31/2006 FINRA NASD Rules 2110, 2830(k), 3010, 3070 - Respondent member violated the directed brokerage provisions by accepting directed brokerage commissions in exchange for providing a mutual fund company with preferred access to its sales force. The findings stated that the firm failed to report, or to timely report, disclosure events pursuant to NASD Rule 3070. The findings also stated that the firm failed to establish, maintain, and enforce a system and procedures reasonably designed to achieve compliance with Federal Securities Laws and NASD Rule 3070 Reporting Requirements. Without admitting or denying the findings, VALIC Financial Advisors, Inc. consented to the described sanctions and to the entry of findings, therefore, the firm was censured and fined $250,000. N N N N N N Todd McGrath 713-831-8000 Managing Director & COO 04/30/2024