VALIC FINANCIAL ADVISORS, INC.

VALIC Financial Advisors, Inc. WRAP FEE PROGRAM BROCHURE Part 2A Appendix 1 of Form ADV Guided Portfolio Services Program 2929 Allen Parkway L7-20, Houston, TX 77019 Telephone: (866) 544-4968 March 28, 2025 This wrap fee program brochure provides information about the qualifications and business practices of VALIC Financial Advisors, Inc. (“VFA”). If you have any questions about the contents of this brochure, please contact us at (866) 544-4968. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. VFA is a registered investment adviser. Registration of an investment adviser does not imply a certain level of skill or training. Additional information about VFA also is available on the SEC’s website at www.adviserinfo.sec.gov. Our brochure may be requested by contacting VFA at 866-544-4968 or it is also available free of charge on our website at www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials. 1  Item 2 — Material Changes Since its last annual update on March 29, 2024, VFA has made the following material updates to this Guided Portfolio Services (“GPS”) Program Wrap Fee Brochure (“GPS Brochure”):  For Item 9 the Firm updated Other Financial Industry Activities and Affiliations to remove American International Group, Inc. (“AIG”) as a controlling owner of Corebridge Financial, effective January 13, 2025. Other references to AIG in this Brochure were updated to reflect that AIG no longer exercises a controlling ownership of the Firm. More information is provided in Item 9 of this Brochure. We will provide you with a summary of any material changes to this and subsequent GPS Brochures within 120 days of VFA’s fiscal year end, which is December 31st, or sooner if required by law. You may obtain copies of the GPS Brochure by calling 866-544-4968 or accessing our website at https://www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials. 2  Item 3 - Table of Contents Item 1 – Cover Page ................................................................................................................................................. 1 Item 2 – Material Changes ........................................................................................................................................ 2 Item 3 – Table of Contents ....................................................................................................................................... 3 Item 4 - Services, Fees and Compensation ............................................................................................................... 4 The Firm ........................................... ......................................................................................................... 4 The Guided Portfolio Services Program ..................................................................................................... 5 Account Management ...................... ......................................................................................................... 5 Fees and Charges .............................. ......................................................................................................... 6 Calculation and Deduction of the Advisory Fee......................................................................................... 6 Combining of Accounts for Fee Calculations ............................................................................................ 7 Other Fees and Expenses .................. ......................................................................................................... 7 Compensation to VFA and IARs………………………………………………………………………….7 Termination of the Advisory Relationship ................................................................................................. 8 Availability of GPS Program in Affiliated Products; Revenues Received by Affiliates ............................ 8 Item 5 - Account Requirements and Types of Clients .............................................................................................. 8 Item 6 - Portfolio Manager Selection and Evaluation............................................................................................... 9 Item 7 - Client Information Provided to Portfolio Managers .................................................................................... 9 Item 8 - Client Contact with Portfolio Managers ...................................................................................................... 9 Item 9 - Additional Information ............................................................................................................................... 9 Disciplinary Information .................. ......................................................................................................... 9 Other Financial Industry Activities and Affiliations ................................................................................ 10 Code of Ethics, Participation in Client Transactions and Personal Trading ............................................. 11 Privacy Policy .................................. ....................................................................................................... 11 Review of Accounts and Written Reports ................................................................................................ 11 Other Compensation ........................ ....................................................................................................... 12 Client Referrals ................................ ....................................................................................................... 12 Sponsorship Activities of the Firm and its Affiliates ............................................................................... 12 Referrals to Third Parties ................. ....................................................................................................... 12 Voting Client Securities ................... ....................................................................................................... 13 Charitable Donations ........................ ....................................................................................................... 13 Financial Information ....................... ....................................................................................................... 13 3  Item 4 - Services, Fees and Compensation The Firm VFA is registered with the SEC as an investment adviser. As an investment adviser, VFA provides to its clients the investment advisory products and services described in this GPS Brochure, and certain other advisory programs described in other VFA brochures. This GPS Brochure describes the services, fees and other necessary information you should consider prior to enrolling in the GPS Program. The Firm also offers Financial Planning and Consulting Services available on either a one-time or a subscription basis, and three other wrap fee programs: the Managed Investment Program (“MIP”), the Unified Managed Account MIP Program (“MIP UMA”), and the Guided Portfolio Advantage (“GPA”) Program. You can obtain a brochure for the Firm’s other advisory programs free of charge at www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials or by contacting us at 866-544-4968.VFA offers its investment advisory services through its online portal and its investment advisor representatives (“IARs”) located throughout the United States. The Firm is also registered with the SEC as a broker-dealer and is a member firm of FINRA. As a broker-dealer, the Firm makes available securities such as stocks and bonds, mutual funds, exchange-traded funds (“ETFs”), variable annuity and variable life insurance products, and municipal securities. All IARs are also engaged in the Firm’s brokerage business and are registered with the Firm as registered representatives. Broker-dealer services are not covered by this GPS Brochure, are not part of our advisory relationship with you, and are not subject to regulation under the Investment Advisers Act of 1940. For more information regarding these brokerage services please see the VFA Guide to Brokerage Services available at www.corebridgefinancial.com/rs/client- relationship-summary/vfa-broker-dealer-brochure. VFA was incorporated in Texas in 1996 and is headquartered in Houston, Texas with additional branches throughout the United States. VFA is a wholly owned subsidiary of The Variable Annuity Life Insurance Company (“VALIC”) doing business under the Corebridge Financial brand name, and an indirect subsidiary of Corebridge Financial, Inc. (“Corebridge Financial”). Corebridge Financial is a publicly-traded company and one of the largest providers of retirement solutions and insurance products in the United States. As of December 31, 2024, VFA managed approximately $26.4 billion on a discretionary basis. GPS Program Description: VFA offers the GPS Program, which is an advice and asset management program offered to individuals in connection with their participation in certain employer-sponsored retirement plans. This advisory program is available to participants in retirement plan accounts where the plan service provider is either VALIC or VALIC Retirement Services Company (“VRSCO”), each an affiliate of VFA. Your retirement account may be invested in a VALIC Portfolio Director (“PD”) variable annuity or through a mutual fund platform through which VRSCO provides recordkeeping, compliance and administrative services to the plan and plan participants. There are two services under the GPS Program that may be available in your retirement plan. The two services are: Investment Management investment advice GPS Portfolio Manager This service is a discretionary investment advice program that enables you to obtain retirement income forecasts, contribution rate and retirement age recommendations, asset allocation models and through Morningstar, the independent financial expert, along with ongoing automated asset management services including automatic implementation of the investment advice, periodic portfolio rebalancing, automatically generated annual updates to advice and annual retirement income forecasts for your review, portfolio monitoring and special investment advice statements. GPS Portfolio Advisor This service is an online program that enables you to obtain retirement income forecasts, contribution rate and retirement age recommendations, asset allocation models and investment advice through Morningstar LLC (“Morningstar”), an independent financial expert, free of charge. Once you have submitted the necessary inputs to the GPS Client Profile (discussed below), you will receive a point-in-time recommendation for the allocation of your account value, and future contributions, among the fixed and variable investment options in your VALIC variable annuity or among the investment options available in your mutual fund platform account. It is then your decision whether to implement the investment advice in whole, in part, or not at all, as VFA does not provide ongoing investment advice with this service and does not engage in any account management or ongoing or periodic monitoring of assets for this service. GPS Portfolio Manager applies asset allocations provided by Morningstar without modifications for the underlying investment options in the variable annuity and/or mutual funds within your GPS Program account (although application of such asset allocations may be subject to limitations imposed by one or more plan investment options), to manage your investments exclusively in accordance with the retirement objectives and resources you indicated as part of your GPS Client Profile. You are also solely responsible for reviewing and updating the information you input in the program with respect to the completeness, accuracy, and timeliness of the information. You should review your retirement account(s) periodically to monitor changes in the market and the value of your investments and subsequent contributions because a failure to review and update 4  account information through this program may materially affect the content and value of the service. Additionally, you may also receive personalized service from VFA IARs in person, online or by telephone. In this program you will be granting VFA discretionary investment authority over the account. Consistent with the Department of Labor Advisory Opinion 2001-09A, also known as the SunAmerica Opinion, Morningstar is the “independent financial expert” to the GPS Program and provides the advice methodologies that are used to produce the investment recommendations to, or that are implemented on behalf of, participants in the GPS Program. As part of your enrollment process in GPS, you will provide information to complete a GPS Client Profile. The GPS Client Profile is designed to help you think about your retirement income goals and time horizon, as well as allows you to disclose your risk preferences, and provide information about the assets, benefits, and retirement savings’ contributions that you intend to use to fund your retirement. Account Management (GPS Portfolio Manager only): GPS Portfolio Manager is an asset allocation investment advisory program designed for investors who prefer to pay an annual fee based on total assets under management that covers advice and asset management. GPS Portfolio Manager uses your GPS Client Profile to develop an Investment Policy Statement (“IPS”), which will include a risk- based portfolio assignment and will determine how your assets should be allocated among the underlying investment options in the variable annuity and/or mutual funds available within the portfolio assigned for your account. There are seven portfolio assignments, ranging from Very Conservative to Very Aggressive. The asset classes and specific investment vehicles used in these portfolios depends on the investment vehicles available in the plan’s lineup, which is determined by the plan sponsor, not by VFA or VALIC. The portfolio assigned to your GPS Portfolio Manager account (your “GPS portfolio assignment”) is aimed at diversifying your total retirement portfolio. Thus, it is important for you to disclose as much information as possible about the other components of your total retirement portfolio when completing your GPS Client Profile form. Furthermore, because GPS Portfolio Manager, through Morningstar, will manage your investments in accordance with the retirement objectives indicated in your GPS Client Profile form, and because the GPS portfolio assignment is aimed at diversifying your total retirement portfolio (which includes retirement assets and income streams outside the accounts managed under GPS), the GPS portfolio may involve/require more or less risk than you were previously accustomed to taking. If applicable to your account, the risk preferences you indicated in your GPS Client Profile will not override this portfolio assignment methodology; however, your responses to the risk preferences questions may cause Morningstar’s portfolio assignment to shift to a more aggressive or more conservative model portfolio than what would have been otherwise assigned. Note that Morningstar’s model portfolio assignment is based on all the client household assets that a participant included in their GPS Client Profile (including assets outside the GPS Portfolio Manager). Neither diversification nor asset allocation ensure a profit or guarantee against a loss. GPS Portfolio Manager applies asset allocations provided by Morningstar without modifications (although application of such asset allocations may be subject to limitations imposed by one or more plan investment options), to manage your investments exclusively in accordance with the retirement objectives and resources you indicated as part of your GPS Client Profile. Depending on availability, your GPS Client Profile will include responses to a series of risk preference questions that will be considered when determining your portfolio assignment. The investment advice you receive will be based solely on the information disclosed to VFA in your GPS Client Profile, and on the balances/allocations of assets you have in your VALIC plans(s)/accounts(s). The advice delivered by the GPS Program will not consider any investment objectives, risk profiles/preferences beyond those captured in your GPS Client Profile, or other information you may have provided or disclosed previously or in relation to other, separate products, securities, or services. The advised asset allocation and investment selections for the existing balances in, and future contributions to your retirement plan account(s) that are enrolled in GPS Portfolio Manager, will be automatically implemented as indicated in the Disclosures section of the IPS unless you request otherwise. You will have ten (10) calendar days after the Firm generates your initial IPS to cancel the GPS Portfolio Manager program at no cost to you. Upon review of your IPS, you may contact the Client Care Center at (800) 448-2542 to make any necessary changes to your GPS Client Profile information, and have the advice regenerated accordingly. Generally, on a quarterly basis, Morningstar reviews your account and, if needed, automatically rebalances it back to the target allocations of your assigned portfolio (applying any changes that Morningstar may have made to the investment allocations of your assigned portfolio accordingly). Additionally, Morningstar will automatically regenerate your advice, and issue the corresponding IPS, at least once per year (usually on the anniversary of your initial enrollment date in GPS) while you are enrolled in GPS Portfolio Manager. These subsequent advice outputs include any updates to your GPS portfolio assignment that are deemed appropriate by the discretionary investment advice program. In addition to your GPS Portfolio Manager enrollment, your IAR can assist you with all phases of your retirement planning. This includes the retirement planning phases of accumulation, transition, and distribution. Before electing to enroll in GPS Portfolio Manager, you should consider, among other things: The costs and potential benefits of participating in an asset allocation advisory program that charges an ongoing fee; the need and desire for professional money management service; whether you are comfortable 5  with granting investment discretion to an investment adviser; your retirement goals, investment objectives, and time horizon for assets managed through GPS Portfolio Manager; and your financial circumstances. You should consider these factors, among others, when deciding whether to participate or continue to participate in GPS Portfolio Manager. logging on to your VALIC account It is important for you to periodically review your GPS IPS and make any applicable updates to your GPS Client Profile information should your retirement objectives, attitude toward risk, investment needs or investment circumstances change. It is your responsibility to have your GPS Client Profile information updated accordingly by contacting your IAR as your financial circumstances, needs or from goals change, or accessing your GPS Client Profile online by www.corebridgefinancial.com/rs, then clicking on “See My Personal Advice.” Fees and Charges: While you are enrolled in the GPS Program, you pay the advisory fees for the management of your account(s) and other fees and expenses of the product, underlying investment(s) and/or platform in which you are invested. Advisory Fee. The advisory fee rates charged for the GPS Programs are as follows: * GPS Portfolio Advisor. There is no fee for the use of this service. * GPS Portfolio Manager. Participants in the GPS Portfolio Manager Program pay an advisory fee based on the combined account(s) value at each calendar quarter-end as shown below. If the combined value in your GPS Portfolio Manager account(s) at calendar quarter- end is less than $5,000, advisory fees will not be calculated or assessed for that quarter. If you have multiple accounts enrolled in the GPS Portfolio Manager Program, the quarter-end account values for all of your enrolled accounts are combined for determining the advisory fee (discussed further below). This may result in an advisory fee charged on an account with a quarter-end balance below $5,000 if the combined quarter-end account balance of all your enrolled accounts is at least $5,000. Your account values enrolled in the program will be aggregated across all plans. The standard tier annual advisory fee schedule is calculated as follows: Combined Account Value First $100,000 Next $150,000 Over $250,000 Standard Annual Advisory Fee Schedule 0.60% 0.50% 0.45% Your advisory fee is based on the proration of assets for your investment account(s) as noted in the tiered fee schedule above. Under a tiered fee schedule, the advisory fee will vary for different segments of participant assets, gradually decreasing as the account balance increases. Use of a tiered fee schedule will result in a blended advisory fee rate across all your GPS Portfolio Manager accounts. The advisory fee rate may be negotiated by the plan sponsor. If your plan has a negotiated advisory fee, the standard tiered fee schedule shown above will not apply. This fee is not negotiable with plan participants. The rate applicable to your account is included in the Fee Schedule which accompanies your Advisory Agreement, and also disclosed in your IPS and Quarterly Advice Statements (“QAS”). In accordance with the SEC order referenced in Item 9, VFA is required to cap (and has capped) the advisory fee for the GPS Program at 45 basis points (0.45%) for participants currently enrolled in this program in 403(b) and 457(b) plans offered by Florida K-12 schools, and to also offer this rate to any 403(b) and 457(b) participants offered by Florida K-12 schools who enroll in the GPS Program through the PD annuity within five years from the SEC order date (July 28, 2020). This capped rate will remain in effect for such participants for the duration of enrollment in the GPS Program. More information is provided in Item 9 of this GPS Brochure. Other participants are subject to the fee schedule described above. The Firm typically enters into a GPS plan services agreement with your employer that permits the Firm to offer the GPS Program services to you and other plan participants. Calculation and Deduction of the Advisory Fee. The GPS Portfolio Manager advisory fee is calculated at each calendar quarter-end. The Firm uses your account value, as reflected on VALIC’s/VRSCO's record keeping system, as of the last day of the calendar quarter to calculate the advisory fees you owe for the quarter. The Firm works with VALIC/VRSCO to calculate the advisory fee owed on your account(s). Once calculated, VALIC/VRSCO, on behalf of the Firm, deducts the advisory fee from your investment account(s), on a pro-rata basis for the number of days in the quarter in which you were in the GPS Portfolio Manager Program, generally within fifteen (15) calendar days of the calendar quarter-end. If you enrolled in the GPS Portfolio Manager Program during the quarter, you will pay an advisory fee only for those days in which you were enrolled in the advisory program. We will assess advisory fees from the date that Morningstar first generates your advice, which is the date displayed on your initial IPS (subject to your right to cancel your participation in the Program within 10 calendar days of 6  such date). Your asset allocation plan will be implemented on the business day following the 10th day after the date displayed on your IPS. If you make updates to your GPS Client Profile information and have the advice regenerated during this initial 10-day period, this will become the new date for your initial advice generation. The deduction of any investment adviser fees from a variable annuity contract may reduce the death benefit, annuity benefits, and any optional living benefit and may be subject to surrender charges, federal and state income taxes and a 10% federal penalty tax. Please consult your annuity product prospectus for more information. In determining the advisory fee, the Firm excludes certain assets from the account value in its calculation. For GPS Portfolio Manager accounts invested in the VALIC PD variable annuity, amounts invested in the Multi-Year Enhanced Option at the quarter-end are excluded. If you have retirement plan assets invested in a brokerage account, assets in the brokerage account are excluded from the calculation of your advisory fee. Other than the exclusions noted in this paragraph, the VALIC variable annuities where GPS is available do not exclude any other assets from the advisory fee calculation. If prior to a quarter-end, you or the Firm terminates the advisory service, you transfer the entire account value out of your account or your plan sponsor terminates the advisory program, the Firm will not charge an advisory fee for that quarter. Combining of Accounts for Fee Calculations. If you have multiple retirement plan accounts enrolled in the GPS Portfolio Manager Program, the Firm will combine the account values to calculate your advisory fees. Accounts are aggregated for fee calculation purposes based on your social security number. The Firm does not combine the account values of your family members’ accounts with your account value for the purpose of calculating your advisory fees. Additionally, in calculating the applicable fees for the GPS Portfolio Manager Program, the Firm does not include the account values of your accounts, if any, held in the Firm’s GPA Program, MIP, and/or MIP UMA. For more information about those programs please refer to the Firm’s MIP Brochure, MIP UMA Brochure, and/or the GPA Program Brochure, each of which is available free of charge at our website at www.corebridgefinancial.com/rs/prospectus-and- reports/vfa-form-adv-materials. The Firm pays to Morningstar a fee for the services Morningstar provides in connection with the GPS Portfolio Manager Program, which is based on GPS Portfolio Manager Program assets under management at each quarter-end. Other Fees and Expenses. The VALIC PD variable annuity contract in which your retirement plan invests includes various fees and expenses including, but not limited to, separate account charges, account maintenance fees, surrender charges and the fees and expenses of the underlying investment options in the variable annuity and/or mutual funds available in the contract. Certain of the underlying mutual funds available in the PD variable annuity contract pay 12b-1 fees to VALIC. Where VALIC does not have an arrangement to receive payments from certain mutual funds, VALIC may charge a platform expense related to those underlying mutual funds in order to help VALIC manage costs in light of the fact that the mutual fund is not paying VALIC or is paying too little. Please review the VALIC PD variable annuity prospectus and the mutual fund prospectuses for details regarding their respective fees and expenses and the impact of the deduction of advisory fees on your contract value and benefits. Separately, if your plan invests directly in mutual funds, you bear the fees and expenses of the mutual funds available in the program and plan-related fees and expenses, such as recordkeeping fees. If your plan sponsor has selected a mutual fund that charges a 12b-1 fee, VRSCO, as the plan service provider, reduces or offsets the recordkeeping fees you or your plan sponsor pay, or offsets other plan expenses. An offset of fees to the plan can be direct, reducing the fee that is actually charged, or indirect, as a credit to your plan account which offsets some or all of the fees charged to the account. Please review the mutual funds’ prospectuses for information about the fees and expenses of the mutual funds available within your plan and contact your retirement plan provider for information about recordkeeping/administrative services fees you pay as part of your retirement plan account. GPS advisory fees are in addition to any plan administrative fees, fund expenses and product fees, if applicable, that you will pay as part of your enrollment in the GPS Program. These advisory fees are shown in your QAS. Fees and expenses of the underlying investment options in your GPS Program account are shown in the prospectuses provided for these investment options. Other fees and expenses, including plan administration and recordkeeping fees, are provided in the summary plan description. Compensation to VFA and IARs. VFA receives the advisory fee as compensation for your participation in the GPS Portfolio Manager Program. VFA pays compensation to its IARs that is generally calculated as a percentage of these advisory fees which include enrollment support and other client-related services. VFA also pays its IAR other fees for plan and/or account services. If you enroll in the GPS Portfolio Advisor Program, there is no annual fee and the IAR does not receive any compensation for that advisory service. Regardless of whether you are enrolled in the GPS Program your VFA IAR typically will receive other compensation for non-advisory plan and account services you receive outside of the GPS program, which can include, among other things, assistance with plan enrollment and/or assistance with transfers or rollovers into your plan account. Such non-advisory compensation can include commissions on deposits into your account(s), a combination of salary/fixed payments, and/or bonus/enrollment payments. This compensation is in addition to any advisory fees VFA generally pays to your IAR for services relating to your participation in the GPS Portfolio Manager Program. The advisory and non-advisory compensation that your IAR receives creates a financial incentive for her/him to recommend additional investments into your plan account, and/or to recommend your enrollment in the GPS Portfolio Manager Program. 7  Compensation and Conflicts of Interest. As registered representatives of the Firm, IARs are paid for the introducing of accounts, enrollment services, and/or the sale of products and services, including sales commissions for annuities and mutual funds, and a portion of ongoing fees for advisory services. For example, your IAR receives a portion of the advisory fee you pay on your account(s), which is an ongoing fee for the services provided under the GPA Program. Your IAR’s compensation will vary based on the products and services provided to you. Accordingly, your IAR has a financial incentive to recommend you to rollover your retirement plan into an IRA, or transfer your assets to a product or service that would increase the IAR’s compensation over what he/she receives on an existing product or service. We disclose this conflict to you in our product and service materials, including for example this Brochure, the documentation provided to you at or before account enrollment, and other information provided to you. We also manage the potential for this conflict of interest by maintaining policies and procedures designed to ensure that IARs make recommendations that are in the best interest of the investor in the context of the products and services offered by the Firm. Specifically, all recommendations to transfer assets from one product to another are reviewed by our Supervision department, the members of which do not receive any variable product-based compensation. Additionally, the Firm maintains a program for the review of these policies and procedures via compliance-related reviews and testing, and from time-to-time the Firm engages outside consultants and legal counsel to review, evaluate, and recommend changes to existing policies and procedures. Termination of the Advisory Relationship When you enroll in the GPS Program, you are required to complete the GPS Client Profile and sign an investment advisory services agreement between the Firm and you (“Advisory Agreement”). At any time thereafter, both you and the Firm may terminate the Advisory Agreement for any reason. You may do so by providing written notice to VFA. Termination by VFA will be effective upon written notice as set forth in the Advisory Agreement, unless a later date is stated in the notice. Please see “Fees and Charges” sections under the descriptions of the GPS Program for a discussion of whether an advisory fee may be assessed if the advisory program is terminated prior to a quarter-end. Upon termination of the GPS Portfolio Manager Program you will no longer be charged advisory fees and your account will no longer be managed. As a result of your account being unmanaged, your account will no longer undergo asset allocation reviews or adjustments, and you will be responsible for managing the assets in your account(s). You will have the ability to make allocation and investment option changes to your account, usually two (2) business days following termination of the GPS Portfolio Manager Program. Accordingly, your asset allocation will remain the same in your GPS Portfolio Manager Program unless and until you affirmatively change your asset allocation after termination of the GPS Portfolio Manager Program. VFA reserves the right to terminate the GPS Portfolio Manager service for participants with less than $5,000 in aggregate assets under management in the GPS Program if they have no deposits to any of their GPS accounts for at least 12 consecutive months. Availability of GPS Program in Affiliated Products; Revenues Received by Affiliates The GPS Program is offered in connection with a VALIC PD variable annuity and the retirement plan mutual fund platform. As noted above, VALIC receives various fees under those contracts, including separate account charges, maintenance fees, withdrawal charges, living benefit fees and other fees and charges. Note that the VALIC PD variable annuity and the retirement plan mutual fund platform includes underlying mutual funds for which VALIC serves as investment adviser and Firm affiliates provide sub-advisory, transfer agent, administrative and shareholder services (“Affiliated Funds”). As a result, when investments are allocated to Affiliated Funds, the Firm’s affiliates earn additional fees. This compensation is in addition to the advisory fee that you pay for participation in the GPS Program. The GPS Program is also available in employer-sponsored retirement plans in which VRSCO and VFA provide various plan-related services to the plan and plan participants and VRSCO and VFA receive fees for such services. Plan sponsors select the plan’s line-up of available investment options that are available on (or capable of being added to) the investment platform. The plan sponsors may make these selections themselves, or with the assistance of an investment advisor that is independent of VFA and its affiliates. Neither VFA nor its affiliates make or provide advice regarding these selections. Plan sponsors may include in the plan one or more Affiliated Funds. As a result, VFA affiliates, such as VALIC and SunAmerica Asset Management LLC (“SAAMCo”), will earn various fees referenced in the paragraph above. As noted in the above paragraphs, Affiliated Funds may be present in either a VALIC PD variable annuity or in the retirement plan mutual fund platform, and to the extent that account assets are allocated to the Affiliated Funds, the Firm and its affiliates will receive higher compensation. However, under the GPS Program, neither VFA nor VALIC has the ability to direct the allocation of your investments to any of the investment options in your plan whether invested in a VALIC PD variable annuity or in the mutual fund platform. Instead, Morningstar, as the independent financial expert, is responsible for creating the investment models used in the GPS Program and establishing the target allocations to each investment option for each model/Program independent of VFA, VALIC and its affiliates. 8  Item 5 - Account Requirements and Types of Clients New enrollments into the GPS Program are currently only available to individuals in employer-sponsored retirement plans, typically where the employer has elected to make the program available to its plan participants. In certain retirement plans, the employer may not be required to elect the service in order for it to be available in the retirement plan. An individual who desires to enroll in the GPS Program must have first established an account in their employer-sponsored retirement plan with VALIC or VRSCO. To establish this service with an existing retirement plan account, you need to complete a GPS Client Profile. There is no minimum account balance to enroll an account in the GPS Portfolio Manager and account balances of less than $5,000 will not be charged an advisory fee (unless aggregation with an individual’s other GPS Portfolio Manager accounts results in a combined balance of at least $5,000). VFA reserves the right to terminate GPS Portfolio Manager services for participants with less than $5,000 in aggregate assets under management in the GPS Program if they have no deposits to any of their GPS accounts for at least 12 consecutive months. Item 6 - Portfolio Manager Selection and Evaluation There are no portfolio managers for the GPS Program. The GPS Program consists of (i) advisory services involving portfolio allocations across mutual fund investment options and (ii) the execution of client transactions, which means the implementation of the advised allocations. These services are provided in conjunction with Morningstar as the independent financial expert. Item 7 - Client Information Provided to Portfolio Managers Morningstar is responsible for developing the investment models and determining investment advice delivered by the GPS Program. As Morningstar is responsible for the methodologies used, but not for the operation of either program, they do not possess knowledge of your individual information (investment goals or objectives), and do not have a direct relationship with you. However, it is important to periodically review your GPS Client Profile with your IAR and make any applicable updates to your GPS Client Profile information should your retirement objectives, attitude toward risk, investment needs, or investment circumstances change. Updates can be provided by contacting your IAR or accessing your GPS Client Profile online by logging on to your VALIC account from www.corebridgefinancial.com/rs, then clicking on “See My Personal Advice.” For GPS Portfolio Manager clients, you can also provide updates by contacting your IAR. These updates will assist your IAR with your retirement planning as part of your GPS Portfolio Manager enrollment. This includes the retirement planning phases of accumulation, transition, and distribution. Item 8 – Client Contact with Portfolio Managers Individuals utilizing the GPS Program do not have contact with Morningstar. If you have questions regarding your account(s) or the advisory services, you should contact VFA or your IAR. Item 9 – Additional Information Disciplinary Information. We are required to disclose any legal or disciplinary events that are material to our clients or our prospective client’s evaluation of our investment advisory business or the integrity of our management. The following are disciplinary events relating to the Firm and/or its management personnel: On November 28, 2016, without admitting or denying the FINRA findings, the Firm submitted a letter of acceptance waiver or consent for the purpose of settling alleged NASD and FINRA rule violations that it failed to: (1) have a reasonable system or process/procedures designed to address, analyze or review the conflicts of interest in its compensation program or to ensure that balanced disclosures was provided to the investors regarding such compensation program, (2) to maintain adequate systems and procedures to supervise the sale of variable annuities to retail brokerage customers, (3) maintain supervisory procedures and training materials that provide registered representatives and principals guidance or suitability considerations for sales of different variable annuity share classes, including L- share variable annuities, (4) enforce supervisory procedures requiring that certain emails flagged by its email surveillance system be reviewed by designated Firm supervisors, (5) establish a reasonable system and procedures to supervise its complaint reporting responsibilities, and (6) failed to issue account notices at account opening and then on 36-month intervals for certain brokerage customers. The Firm was censured and fined $1,750,000. In April 2017, VALIC entered into a consent judgment with the State of Indiana wherein VALIC was fined $75,000 in connection with a privacy breach that was disclosed in 2013/2014 to regulators and impacted customers. In November 2017, VALIC entered into a settlement agreement with the Minnesota Department of Commerce wherein VALIC was fined approximately $177,000 in connection with unclaimed property procedures. On June 3, 2019, without admitting or denying any findings of fact or conclusions of law, the Firm settled a matter with the Securities Enforcement Branch (“SEB”) of the Hawaii Department of Commerce and Consumer Affairs. As part of the settlement, the Firm entered into a consent order with the SEB (the “Consent Order”), which states that the Firm failed to supervise a registered representative who had submitted a transaction without proper customer authorization. Pursuant to the Consent Order, the Firm paid a fine of $10,000. 9  On July 28, 2020, the SEC issued an order 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 and Rule 206(4)-7 thereunder. VFA neither admitted nor denied the SEC’s findings. Solely for the purpose of settling this proceeding, VFA consented to a cease-and-desist order, a censure, to pay to affected investors disgorgement of $13,232,681 and prejudgment interest of $2,211,072, and to pay a $4.5 million civil monetary penalty. VFA also agreed to review and correct as necessary all relevant disclosure documents concerning mutual fund share class selection, revenue sharing, transaction fees, and 12b-1 fees, and to comply with certain other related undertakings as well. On July 28, 2020, the SEC issued an order 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. VFA also agreed to cap the management fee for the GPS Program at 45 basis points (0.45%) for participants currently enrolled in this program in 403(b) and 457(b) plans offered by Florida K-12 schools, and to also offer this rate to any 403(b) and 457(b) participants offered by Florida K-12 schools who enroll in the GPS Program through the Portfolio Director annuity within the next five years. This capped rate will remain in effect for such participants for the duration of enrollment in the GPS Program. VFA also agreed to comply with certain other related undertakings as well. On January 8, 2021, the Firm completed an 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. Other Financial Industry Activities and Affiliations. VFA is a wholly owned subsidiary of VALIC, which is a Texas-domiciled insurance company and an SEC-registered investment adviser. VALIC is primarily engaged in the offering and issuance of fixed and variable annuity contracts and combinations thereof and is licensed to issue annuities in fifty (50) states and the District of Columbia. Annuities are issued by VALIC or The United States Life Insurance Company in the City of New York (“USL”), New York, NY. Guarantees are backed by the claims-paying ability of the issuing insurance company and each company is responsible for the financial obligations of its products. Beginning January 1, 2026, USL will be Corebridge Financial’s sole authorized issuer of new annuities in New York. VFA is also a registered broker-dealer with the SEC and a member of FINRA. VFA is regulated by the Municipal Securities Rulemaking Board, and state securities and insurance regulatory bodies. VFA is also a member of the Securities Investor Protection Corporation established under the Securities Investor Protection Act of 1970. In this capacity, VFA may transact in various types of securities, including, but not limited to, stocks, bonds, variable investment products and mutual funds. VFA, as well as our IARs, receive separate compensation for securities transactions effected through the Firm.  Corebridge Capital Services, Inc (“CCS”) is an affiliate of the Firm. In its capacity as a registered broker-dealer, CCS acts as principal underwriter for the offer, sales and distribution of the variable annuity contracts issued by VALIC and its affiliates and as principal underwriter and distributor of mutual funds advised by VALIC and SAAMCo.  SAAMCo is an affiliate of the Firm. SAAMCo serves as an administrator and investment sub-adviser to certain mutual funds advised by VALIC.  VALIC Trust Company Inc. , an affiliate of the Firm, acts as custodian/trustee for employer-sponsored retirement plans for which the Firm provides enrollment, education and offers the GPS Program.  VRSCO is a wholly owned subsidiary of VALIC and an SEC-registered transfer agent for mutual funds advised by VALIC. VRSCO is also a record keeper and service provider to certain retirement plans for which the Firm provides enrollment, education and advisory services.  VALIC Company I (“VC I”) is registered under the Investment Company Act of 1940 as an open-end management investment company. Subject to the authority of VC I’s Board of Directors, VALIC serves as the investment adviser to each Fund (as defined below) and conducts the business and affairs of VC I. VC I consists of separate investment portfolios (the “Funds”), each of which is, in effect, a separate mutual fund issuing its own separate class of shares of common stock. The Funds are offered as underlying investment options within VALIC-issued variable annuity contracts and as mutual funds in employer-sponsored retirement plans 10  for which VFA offers the GPS Program and GPA Programs, as applicable. SAAMCo provides certain accounting and administrative services to certain of the Funds. CCS serves as VC I’s agent in the distribution of Fund shares to the VALIC separate accounts, separate accounts of other life insurance companies that may or may not be affiliated with VALIC, and, subject to applicable law, to qualified pension and retirement plans and individual retirement accounts outside of the separate account context. VRSCO provides transfer agency services to the Funds, including shareholder servicing and dividend disbursement services.  USL is a wholly owned subsidiary of Corebridge Financial. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. The Firm has adopted a Code of Ethics (“Code”) which it periodically reviews and updates. VFA will provide a copy of its current Code to clients and prospective clients upon request by contacting us at (866) 544-4968. VFA, as an investment adviser, has a fiduciary duty to act in the best interests of its advisory clients. The Code requires honest and ethical conduct by all of our supervised persons, compliance with applicable laws and governmental rules and regulations, the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code, and accountability for adherence to the Code. The Code is designed to address and mitigate situations involving a real or apparent conflict of interest between the Firm or its IARs, and clients. While it is not possible to identify all possible situations in which conflicts might arise, this Code is designed to set forth our policy regarding the conduct of our supervised persons in those situations in which conflicts are most likely to develop. Supervised persons are expected to adhere to the Code and are also expected to follow procedures for reporting any violations of the Code. For access persons, VFA requires that certain securities transactions be disclosed and/or reported. Access persons are any of VFA’s supervised persons who have access to non-public information regarding any investment advisory client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund (as defined in the Code) or any person who is involved in making certain types of securities recommendations to investment advisory clients, or who has access to such recommendations that are non-public. In our capacity as a broker-dealer, we provide to our clients a variety of products and services for which we are compensated. If an advisory client chooses to utilize our services as a broker-dealer, VFA and our associated persons may earn compensation in the form of brokerage commissions in addition to advisory fees. Our associated persons may recommend to you the purchase or sale of investment products in which we or a related entity may have some financial interest, including, but not limited to, the receipt of compensation. Privacy Policy. Protecting customers’ private information is important to the Firm. Therefore, the Firm has instituted policies and procedures to keep customer information confidential and secure. The Firm does not disclose any non-public personal information about its customers or former customers to any non-affiliated third parties except as required by or permitted by law. In the course of servicing a client account, the Firm may share some information with its service providers, such as transfer agents, custodians, broker- dealers, accountants, and attorneys. The Firm will deliver a copy of the current privacy policy to prospective clients prior to establishing a client relationship with VFA and to all VFA clients annually, thereafter. Review of Accounts and Written Reports. GPS Portfolio Advisor Program. The GPS Portfolio Advisor program does not include any ongoing monitoring or periodic review of accounts. It is a one point-in-time recommendation for the allocation of your account assets and subsequent contributions among the fixed and variable investment options in your VALIC PD variable annuity or among the mutual funds in your mutual fund platform. Clients in the GPS Portfolio Advisor program do not receive written reports. This program offers online advice enabling an individual to make investment decisions. GPS Portfolio Manager Program. With respect to the GPS Portfolio Manager program, at the end of each calendar quarter (approximately), the investor profile information used to generate your retirement income forecasts and investment advice and to perform asset management, is sent to you for review in your QAS. Further, in the quarter prior to the annual update to your GPS Portfolio Manager retirement income forecast and investment advice, VFA will include a reminder in your QAS to update your GPS Client Profile information as required. When advice is generated for the account(s) that are managed under the GPS Portfolio Manager program (the initial advice, the automatic annual advice, and any ad hoc advice that you may request), the account(s) will be reviewed to determine whether transactions are required to allocate your assets per the target allocations of the model portfolio to which your account is being managed (whether target allocations have changed in your assigned portfolio, or if market movements have changed your account to deviate from the target allocation). If any transactions are required, they will be implemented. The accounts you have managed under the GPS Portfolio Manager are rebalanced as necessary to bring the allocations back in line with the target allocations of the model portfolio. Rebalancing occurs approximately every 91 days beginning with your enrollment date. The rebalancing schedule does not change even if you request ad hoc investment advice. 11  In addition to the regular VALIC quarterly statement that shows transactions for the prior quarter, fees imposed during that prior quarter, and current asset allocation, clients participating in the GPS Portfolio Manager program will also receive a QAS and Investment Policy Statement as described below. QAS: This is a reminder of your most recent retirement income forecast, recommendations, and the investment advice used to manage your assets. It is also a reminder of the GPS Client Profile information and your VALIC account balance information that were used as inputs to generate your most recent advice, and it shows the fees for the calendar quarter just ended. You will usually get the QAS during the month following calendar quarter end. You will receive a QAS for each plan that you have managed under GPS Portfolio Manager as of the calendar quarter that just ended. IPS: Any time your advice is regenerated – whether as part of the automatic annual regeneration, or as requested by you such as, for example, when you have updated your GPS Client Profile information, a new IPS will be generated to reflect the retirement income forecast, recommendations, and investment advice to which your assets will be managed. The IPS will also show the GPS Client Profile information and your VALIC account balances that were used as inputs for generating this advice. Other Compensation. VFA maintains a program under which eligible IARs are able to attend an annual conference and/or other incentive trips sponsored by Corebridge Financial and/or VALIC which are based on their achievement of certain sales goals and plan enrollments. Certain of the Firm’s top earning IARs are designated as President’s Circle members and receive additional compensation and benefits. Qualification for the annual conference and/or incentive trips as well as membership in the President’s Circle is based on total compensation and plan enrollments as described in this GPS Brochure and is not based on any specific product or category of products. However, because eligibility is based on the IAR’s total compensation, IARs are incentivized to have clients purchase additional products and services, enroll individuals in plan-sponsored programs, and add assets to existing products and services, and to transfer assets to products and services that generate higher levels of compensation for the IAR. In addition, the Firm may implement programs under which IARs may be eligible to win non-cash awards, trips and other non-cash benefits offered by the firm for certain sales efforts relating to enrollments in employer-sponsored retirement plan accounts, among other factors. Similar to other sales-based programs, such non-cash awards are not based on the sale of any specific product or category of products. These programs will not change the fees that you pay for advisory services. With respect to each of the Firm’s advisory programs, a portion of the advisory or program fees you pay to the Firm is paid to the IAR. Generally, the percentage of fees that the Firm pays to your IAR from the GPA Program, the GPS Program, MIP, and/or MIP UMA increases based on a rolling 12-month period as their aggregate compensation from both the sale of securities/insurance products and the receipt of advisory fees reaches certain thresholds during that rolling time period. This increase in compensation to the IAR will not increase the advisory or program fee you pay to the Firm but does trigger the compensation conflict described in this section. More information is provided in the section above “Compensation and Conflicts of Interest”. The Firm and/or its affiliates receive payments from fund sponsors and service providers that voluntarily choose to participate in, and that are designed to defray the costs associated with, Firm-sponsored or VALIC-sponsored conferences, seminars, training or other educational events where such funds or other related services are discussed and that are attended by our employees or employees of our affiliates and/or plan sponsors and plan consultants. These payments are not a condition of the availability of products, funds, and/or ETFs to you. Client Referrals. The Firm does not pay related or non-related persons for referring potential advisory clients. Retirement plan sponsors that have selected the Firm to make its advisory services available to plan participants may disseminate disclosures about the Firm. Depending on the circumstances, such disclosures may be deemed to include endorsements of the Firm. The Firm does not compensate plan sponsors for endorsements of its advisory services or products. An affiliate of the Firm may provide administrative services to retirement plans and will receive compensation from such retirement plans for these administrative services; however, the receipt of such compensation is not contingent upon or otherwise related to the provision of advisory services by the Firm to plan participants. Sponsorship Activities of the Firm and its Affiliates. The Firm and its Affiliates from time to time enter into agreements with, and pay compensation to, various organizations and associations, including trade associations, unions, and other industry groups, that provide various services to retirement plan sponsors and/or plan participants. These organizations may sponsor and invite the Firm and/or its Affiliates to participate in educational conferences and seminars for retirement plan participants who, through their retirement plan, have access to the advisory programs offered by the Firm. In some instances, these organizations may endorse and/or promote the Firm and/or its Affiliates’ products and/or services, and otherwise provide the Firm and/or its Affiliates with marketing opportunities. Our sponsorship payments to these organizations for marketing and advertising opportunities provide an incentive for the organizations to promote the Firm’s and/or the Affiliates’ advisory services and products and may result in additional advisory program and annuity sales to plan participants. Certain of these arrangements constitute a compensated endorsement of our products and services which are disclosed in accordance with regulatory requirements. Referrals to Third Parties. IARs may refer clients to an accountant, attorney, or other professionals, as necessary for non-advisory related services. Although IARs are not compensated separately for such non-advisory related referrals, IARs may refer clients to 12  businesses providing these services that the IAR owns or works for outside of their association with the Firm and clients separately pay for those non-VFA related services. VFA does not endorse or supervise professionals referred to clients in this way. For certain plan sponsor clients of VALIC, VFA has authorized its representatives to solicit, refer, and market the services of certain third-party registered investment advisers (“Third-Party Advisers”) to the plan sponsors’ participants in accordance with Rule 206(4)-1 under the Advisers Act. VFA and VFA’s representatives receive referral fees from the Third-Party Advisers based on these solicitations and marketing activities. The compensation is paid as an ongoing cash payment calculated as a percentage of the advisory fees charged to the participant by the Third-Party Adviser. Because VFA contracts with and is paid by a Third-Party Adviser for the referral, any recommendation regarding such Third-Party Adviser presents a conflict of interest. VFA provides a written disclosure to the referred clients regarding the role of VFA and the representative as a referral agent, the compensation to VFA, which includes the compensation to the IAR, and other terms of the relationship between VFA and the Third-Party Adviser, which discloses this conflict. Voting Client Securities. Neither the Firm or its IARs will vote, or give any advice about how to vote, proxies for securities in advisory clients’ accounts, including GPS Program clients. Depending on the type of retirement account you participate in, you may have the right to vote or give voting instructions for proxies depending on the terms of the plan or other agreement. If not, your plan sponsor or other plan fiduciary may vote on behalf of your plan. Clients may contact their IAR with questions about our proxy voting policies. Charitable Donations. VALIC, VFA, its Affiliates and/or its Supervised Persons from time to time make cash or non-cash donations to charitable organizations or societies organized as 501(c)(3) charities, including charitable organizations associated with potential and/or actual clients of VFA and/or VALIC. These charitable donations are provided in support of non-profit causes identified by that organization, and disbursements of such donations are done under the direction of the charitable organization, and not VFA or VALIC. VFA and VALIC have procedures to identify, address and mitigate potential conflicts associated with these payments. Financial Information. VFA has no financial condition that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy petition. 13 

VALIC Financial Advisors, Inc. WRAP FEE PROGRAM BROCHURE Part 2A Appendix 1 of Form ADV Guided Portfolio Advantage Program 2929 Allen Parkway L7-20, Houston, TX 77019 Telephone: (866) 544-4968 March 28, 2025 This wrap fee program brochure provides information about the qualifications and business practices of VALIC Financial Advisors, Inc. (“VFA” or the “Firm”). If you have any questions about the contents of this brochure, please contact us at (866) 544-4968. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. VFA is a registered investment adviser. Registration of an investment adviser does not imply a certain level of skill or training. Additional information about VFA also is available on the SEC’s website at www.adviserinfo.sec.gov. Our brochure may be requested by contacting VFA at 866-544-4968 or it is also available free of charge on our website at www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials. 1  Item 2 — Material Changes Since its last annual update on March 29, 2024, the Firm has made the following material updates to this Guided Portfolio Advantage Program Wrap Fee Brochure (“GPA Brochure”):  For Item 9 the Firm updated Other Financial Industry Activities and Affiliations to remove American International Group, Inc. (“AIG”) as a controlling owner of Corebridge Financial, effective January 13, 2025. Other references to AIG in this Brochure were updated to reflect that AIG no longer exercises a controlling ownership of the Firm. More information about these updates is provided in Item 9 of this Brochure. We will provide you with a summary of any material changes to this and subsequent GPA Brochures within 120 days of VFA’s fiscal year end, which is December 31st, or sooner if required by law. You may obtain copies of the GPA Brochure by calling 866-544-4968 or accessing our website at https://www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials. 2  Item 3 - Table of Contents Item 1 – Cover Page ................................................................................................................................................. 1 Item 2 – Material Changes ........................................................................................................................................ 2 Item 3 – Table of Contents ....................................................................................................................................... 3 Item 4 – Services, Fees and Compensation .............................................................................................................. 4 The Firm ........................................... ......................................................................................................... 4 The Guided Portfolio Advantage Program ................................................................................................. 4 Account Management....................... ......................................................................................................... 5 Fees and Charges .............................. ......................................................................................................... 5 Other Fees and Expenses .................. ......................................................................................................... 6 Compensation to VFA and IARs ...... ......................................................................................................... 6 Termination of the Advisory Relationship ................................................................................................. 6 Availability of GPA Program in Affiliated Products; Revenues Received by Affiliates ........................... 7 Item 5 – Account Requirements and Types of Clients ............................................................................................. 7 Item 6 – Portfolio Manager Selection and Evaluation .............................................................................................. 7 Item 7 – Client Information Provided to Portfolio Managers ................................................................................... 7 Item 8 – Client Contact with Portfolio Managers ..................................................................................................... 7 Item 9 – Additional Information ............................................................................................................................... 7 Disciplinary Information .................. ......................................................................................................... 7 Other Financial Industry Activities and Affiliations .................................................................................. 9 Code of Ethics, Participation in Client Transactions and Personal Trading ............................................... 9 Privacy Policy .................................. ....................................................................................................... 10 Review of Accounts and Reports ..... ....................................................................................................... 10 Other Compensation ........................ ....................................................................................................... 10 Client Referrals ................................ ....................................................................................................... 11 Sponsorship Activities of the Firm and its Affiliates ............................................................................... 11 Referrals to Third Parties ................. ....................................................................................................... 11 Voting Client Securities ................... ....................................................................................................... 11 Charitable Donations ........................ ....................................................................................................... 11 Financial Information ....................... ....................................................................................................... 11 3  Item 4 – Services, Fees and Compensation The Firm VFA is registered with the SEC as an investment adviser. As an investment adviser, VFA provides to its clients the investment advisory products and services described in this GPA Brochure, and certain other advisory programs described in other VFA brochures. This GPA Brochure describes the services, fees, and other necessary information you should consider prior to enrolling in the GPA Program. The Firm also offers Financial Planning and Consulting Services available on either a one-time or a subscription basis, and three other wrap fee programs: the Managed Investment Program (“MIP”), the Unified Managed Account MIP Program (“MIP UMA”), and the Guided Portfolio Services (“GPS”) Program. You can obtain a brochure for Financial Planning and Consulting Services, or a wrap fee program brochure for either MIP, MIP UMA, and/or the GPS Program free of charge at www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials or by contacting us at 866-544- 4968. VFA offers its investment advisory services through its online portal and its investment advisor representatives (“IARs”) located throughout the United States. The Firm is also registered with the SEC as a broker-dealer and is a member firm of FINRA. As a broker-dealer, the Firm makes available securities such as stocks and bonds, mutual funds, exchange-traded funds (“ETFs”), variable annuity and variable life insurance products, and municipal securities. All IARs are also engaged in the Firm’s brokerage business and are registered with the Firm as registered representatives. Broker-dealer services are not covered by this GPA Brochure, are not part of our advisory relationship with you, and are not subject to regulation under the Investment Advisers Act of 1940. For more information regarding these brokerage services please see the VFA Guide to Brokerage Services available at www.corebridgefinancial.com/rs/client-relationship-summary/vfa- broker-dealer-brochure. VFA was incorporated in Texas in 1996 and is headquartered in Houston, Texas with additional branches throughout the United States. VFA is a wholly owned subsidiary of The Variable Annuity Life Insurance Company (“VALIC”) doing business under the Corebridge Financial brand name, and an indirect subsidiary of Corebridge Financial, Inc. (“Corebridge Financial”). Corebridge Financial is a publicly-traded company and one of the largest providers of retirement solutions and insurance products in the United States. As of December 31, 2024, VFA managed approximately $26.4 billion on a discretionary basis. GPA Program Description: The GPA Program is an asset management program offered exclusively to clients of VALIC who (1) purchased the VALIC Portfolio Director Advantage fixed and variable annuity contract (“PD Advantage”) or (2) purchase the VALIC Portfolio Director Freedom Advisor fixed and variable annuity contracts (“PD Freedom Advisor”). The PD Advantage and PD Freedom Advisor (together, “VALIC PD”) contracts are issued by VALIC, VFA’s parent company. On January 29, 2018, existing PD Advantage contract owners who had not enrolled in the GPA Program were no longer permitted to enroll in the GPA Program. Existing PD Advantage contract owners enrolled in the GPA Program may continue to make subsequent deposits into the contract under certain circumstances; deposits will be managed under the program. The Firm offers the PD Freedom Advisor contract to individuals who desire to purchase an annuity and enroll in the GPA Program. The GPA Program utilizes the services of an independent financial expert, Morningstar Investment Management LLC (“Morningstar”), to provide asset allocation models and investment advice. Using the objective investment advice from Morningstar, the GPA Program manages assets to a strategy that is based upon your investment/retirement goals, risk tolerance, time horizon and liquidity needs. For PD Advantage contract owners who elected the IncomeLOCK or IncomeLOCK Plus living benefit within the contract, the investment allocations made in the GPA Program within your contract will be constrained by the investment requirements of the living benefit. In this program you will be granting VFA discretionary investment authority over the account. Consistent with the Department of Labor Advisory Opinion 2001-09A, also known as the SunAmerica Opinion, Morningstar is the “independent financial expert” to the GPA Program and provides the advice methodologies that are used to produce the investment recommendations to, or that are implemented on behalf of, participants in the GPA Program. 4  Account Management: Before enrolling in the GPA Program, you must first complete a GPA Client Profile and Risk Tolerance Questionnaire (“GPA Client Profile”) and. The GPA Client Profile will help you to determine your risk tolerance and time horizon, which will in turn determine an Asset Allocation Policy and portfolio assignment for your account. In its role as independent financial expert, Morningstar uses a tactical asset management program that develops a set of diversified model portfolios beginning with strategic asset allocations that are typically reviewed annually and updated if necessary. Then, as frequently as monthly, Morningstar analyzes the performance trends of all the asset classes included in their model portfolios and adjusts allocations to asset classes in order to take advantage of these trends. However, to keep the tactical asset allocation targets consistent with each model portfolio’s intended investment objectives, Morningstar limits how much the tactical allocations can deviate from their corresponding strategic allocations. After establishing tactical asset allocation targets, Morningstar completes construction of the GPA model portfolios using a mix of the underlying investment options in the variable annuity that allows Morningstar to meet the tactical asset allocation targets associated with each model. When updates to the model portfolios are implemented, the investment allocations of accounts managed by the GPA Program are reviewed and reallocated to the new targets as necessary. Should your investment/retirement objectives or investment circumstances change, it is your responsibility to have your GPA Client Profile information updated accordingly by contacting your IAR and submitting a GPA Client Profile and Risk Tolerance Questionnaire Update Form. Fees and Charges: The GPA Program is only available to individuals who have purchased a PD Advantage or PD Freedom Advisor fixed and variable annuity contract. If you are enrolled in the GPA Program, you pay the advisory fees for the management of your account and other fees and expenses of the annuity product [or platform] in which you are invested. Advisory Fee. Clients in the GPA Program pay an advisory fee based on the account value of their PD Advantage or PD Freedom Advisor account at the calendar quarter-end. The annual advisory fee rates that are charged are as follows:  PD Advantage. For the services rendered in connection with the PD Advantage contract, you pay an annual rate of 1.00% of your account value.  PD Freedom Advisor. For services rendered in connection with the PD Freedom Advisor contract, you pay the following annual advisory fee rate: Assets Under Management (AUM) First $250,000 Next $250,000 Next $500,000 Next $1 million Next $3 million Over $5 million Annual Advisory Fee Rate (Paid by Client) 1.12% 0.97% 0.87% 0.77% 0.67% 0.57% The GPA Program advisory fee rate may not be negotiated. The fee schedule applicable to your account is included in your Investment Advisory Services Agreement (“Advisory Agreement”). Calculation of the Advisory Fee. The GPA Program advisory fee is generally calculated at each calendar quarter- end. Fees are pro-rated for the quarter in which the termination or surrender occurs; please see next paragraph for more details. The Firm uses the account value of your annuity contract, as reflected on VALIC’s recordkeeping system, as of the last day of the calendar quarter to calculate the advisory fees owed for the quarter. The Firm works with VALIC to calculate the advisory fee owed on your account. Once calculated, VALIC, on behalf of the Firm, deducts the advisory fee from your annuity account within fifteen (15) calendar days of the quarter-end. If you enrolled in the GPA Program during the quarter, you pay an advisory fee only for those days in which you were enrolled in the program. The Firm will assess an advisory fee from the day in which investment advice was first generated for your account. The Firm does not exclude any portion of your quarter-end account value when calculating your advisory fee. If you own the PD Freedom Advisor variable annuity and you terminate the GPA Program, or you surrender the annuity, the Firm will assess an advisory fee on a pro rata basis for that portion of the quarter in which you were enrolled in the advisory program, as provided in the terms of your Advisory Agreement. For the calculation of the 5  advisory fee upon termination/surrender, the Firm uses the account value as of the termination date of the program. If you own the PD Advantage variable annuity and you terminate the GPA Program, or you surrender the annuity, the Firm will not assess an advisory fee for that quarter. The deduction of any investment adviser fees from a variable annuity contract may reduce the death benefit, annuity benefits, and any optional living benefit. Please consult your annuity product prospectus for more information. the GPS Program Brochure, each of which Combining of Accounts for Fee Calculations. If you have multiple accounts in which you are enrolled in the GPA Program, the Firm does not combine the account values for the purpose of calculating your advisory fees. The Firm also does not combine with your account value the account values of your family members’ GPA accounts for the purpose of calculating your advisory fees. Additionally, in calculating the applicable fees for the GPA Program, the Firm does not include the account values of your accounts, if any, held in the Firm’s GPS Program, MIP, and/or MIP UMA. For more information about those programs please refer to the Firm’s MIP Brochure, the MIP UMA Brochure, and/or is available free of charge at our website at www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials. The Firm pays to Morningstar a fee for the services Morningstar provides in connection with the GPA Program which is based on GPA Program assets under management at each quarter-end. Other Fees and Expenses. As a contract owner in either PD Advantage (accounts established prior to January 2018) or PD Freedom Advisor (accounts established beginning in January 2018), you bear the fees and expenses of the annuity contract, including, but not limited to, separate account charges, account maintenance fees, surrender charges, if applicable, and the fees and expenses of the underlying mutual funds available in the applicable contract. Please review your variable annuity product prospectus for details regarding annuity product fees and the underlying investment option (mutual fund) offerings and the mutual fund prospectuses for details regarding their respective fees and expenses and the impact of the deduction of advisory fees on your contract value and benefits. Compensation to VFA and IARs. IARs are compensated by VFA from the advisory fees paid on assets in the GPA Program in your PD Advantage or PD Freedom Advisor contracts, up to 0.90% annually based on the value of assets in the account. The advisory fees charged by VFA for the GPA Program may be higher than the fees charged by other investment advisers for similar managed account programs. The compensation received may or may not be more than what would be received if you paid us separately for investment advice, brokerage and other services. If the amount would be more than what an IAR would receive if you participated in other programs we offer or paid separately for investment advice, brokerage and other services, the IAR will have a financial incentive to recommend this program over other programs or services. Compensation and Conflicts of Interest. As registered representatives of the Firm, IARs are paid for the introducing of accounts, enrollment services, and/or the sale of products and services, including sales commissions for annuities and mutual funds, and a portion of ongoing fees for advisory services. For example, your IAR receives a portion of the advisory fee you pay on your account(s), which is an ongoing fee for the services provided under the GPA Program. Your IAR’s compensation will vary based on the products and services provided to you. Accordingly, your IAR has a financial incentive to recommend you to rollover your retirement plan into an IRA, or transfer your assets to a product or service that would increase the IAR’s compensation over what he/she receives on an existing product or service. We disclose this conflict to you in our product and service materials, including for example this Brochure, the documentation provided to you at or before account enrollment, and other information provided to you. We also manage the potential for this conflict of interest by maintaining policies and procedures designed to ensure that IARs make recommendations that are in the best interest of the investor in the context of the products and services offered by the Firm. Specifically, all recommendations to transfer assets from one product to another are reviewed by our Supervision department, the members of which do not receive any variable product-based compensation. Additionally, the Firm maintains a program for the review of these policies and procedures via compliance-related reviews and testing, and from time-to-time the Firm engages outside consultants and legal counsel to review, evaluate, and recommend changes to existing policies and procedures. Termination of the Advisory Relationship When you enroll in the GPA Program, you are required to complete the GPA Client Profile and sign an Advisory Agreement between the Firm and you. At any time thereafter, both you and the Firm may terminate the Advisory Agreement for any reason. You may do so by providing written notice to VFA. Termination by VFA will be effective upon written notice as set forth in the Advisory Agreement, unless a later date is stated in the notice. Please see “Fees 6  and Charges” sections under the description of the GPA Program for a discussion of whether an advisory fee may be assessed if the advisory program is terminated prior to a quarter-end. Upon termination of the GPA Program, you will no longer be charged advisory fees and your account will no longer be managed. As a result of your account being unmanaged, your account will no longer undergo asset allocation reviews or adjustments, and you will be responsible for managing the assets in your account(s). You will have the ability to make allocation and investment option changes to your account, usually two (2) business days following termination of the GPA Program. Accordingly, your asset allocation will remain the same in your GPA Program unless and until you affirmatively change your asset allocation after termination of the GPA Program. Availability of the GPA Program in Affiliated Products; Revenues Received by Affiliates The GPA Program is offered in connection with a VALIC PD variable annuity. As noted above, VALIC receives various fees under those contracts, including separate account charges, maintenance fees, withdrawal charges, living benefit fees and other fees and charges. Note that the VALIC PD variable annuity includes underlying mutual funds for which VALIC serves as investment adviser and Firm affiliates provide sub-advisory, transfer agent, administrative and shareholder services (“Affiliated Funds”). As a result, when investments are allocated to Affiliated Funds, the Firm’s affiliates earn additional fees. This compensation is in addition to the advisory fee that you pay for participation in the GPA Program. As noted in the above paragraphs, Affiliated Funds may be present in the VALIC PD variable annuity and to the extent that account assets are allocated to the Affiliated Funds, the Firm and its affiliates will receive higher compensation. However, under the GPA Program, neither VFA nor VALIC has the ability to direct the allocation of your investments to any of the investment options in a VALIC PD variable annuity. Instead, Morningstar, as the independent financial expert, is responsible for creating the investment models used in the GPA Program and establishing the target allocations to each investment option for each model in the GPA Program independent of VFA, VALIC and its affiliates. Item 5 - Account Requirements and Types of Clients The GPA Program is available to individuals, trusts and other business entities. To enroll in this program, you must purchase a PD Freedom Advisor annuity contract. To establish this service with a PD Freedom Advisor contract, you must complete a GPA Client Profile form. The PD Freedom Advisor contract has a minimum initial premium payment of $25,000. Existing PD Advantage contract owners who have previously enrolled in the GPA Program may make subsequent deposits into the contract, which will be managed under the program. Item 6 - Portfolio Manager Selection and Evaluation There are no portfolio managers for the GPA Program. The GPA Program consists of (i) advisory services involving portfolio allocations across mutual fund investment options and (ii) the execution of client transactions, which means the implementation of the advised allocations. These services are provided in conjunction with Morningstar as the independent financial expert. Item 7 - Client Information Provided to Portfolio Managers Morningstar is responsible for developing the investment models and determining investment advice delivered by the GPA Program. As Morningstar is responsible for the methodologies used, but not for the operation of either program, they do not possess knowledge of your individual information (investment goals or objectives), and do not have a direct relationship with you. Should your investment/retirement objectives or investment circumstances change, it is important to periodically review your GPA Client Profile information with your IAR and make any applicable updates to your GPA Client Profile. Item 8 – Client Contact with Portfolio Managers Individuals utilizing the GPA Program do not have contact with Morningstar. If you have questions regarding your account(s) or the advisory services, you should contact VFA or your IAR. Item 9 – Additional Information Disciplinary Information. We are required to disclose any legal or disciplinary events that are material to our clients or our prospective client’s evaluation of our investment advisory business or the integrity of our management. The following are disciplinary events relating to the Firm and/or its management personnel: 7  On November 28, 2016, without admitting or denying the FINRA findings, the Firm submitted a letter of acceptance waiver or consent for the purpose of settling alleged NASD and FINRA rule violations that it failed to: (1) have a reasonable system or process/procedures designed to address, analyze or review the conflicts of interest in its compensation program or to ensure that balanced disclosures was provided to the investors regarding such compensation program, (2) to maintain adequate systems and procedures to supervise the sale of variable annuities to retail brokerage customers, (3) maintain supervisory procedures and training materials that provide registered representatives and principals guidance or suitability considerations for sales of different variable annuity share classes, including L-share variable annuities, (4) enforce supervisory procedures requiring that certain emails flagged by its email surveillance system be reviewed by designated Firm supervisors, (5) establish a reasonable system and procedures to supervise its complaint reporting responsibilities, and (6) failed to issue account notices at account opening and then on 36-month intervals for certain brokerage customers. The Firm was censured and fined $1,750,000. In April 2017, VALIC entered into a consent judgment with the State of Indiana wherein VALIC was fined $75,000 in connection with a privacy breach that was disclosed in 2013/2014 to regulators and impacted customers. In November 2017, VALIC entered into a settlement agreement with the Minnesota Department of Commerce wherein VALIC was fined approximately $177,000 in connection with unclaimed property procedures. On June 3, 2019, without admitting or denying any findings of fact or conclusions of law, the Firm settled a matter with the Securities Enforcement Branch (“SEB”) of the Hawaii Department of Commerce and Consumer Affairs. As part of the settlement, the Firm entered into a consent order with the SEB (the “Consent Order”), which states that the Firm failed to supervise a registered representative who had submitted a transaction without proper customer authorization. Pursuant to the Consent Order, the Firm paid a fine of $10,000. On July 28, 2020, the SEC issued an order 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 and Rule 206(4)-7 thereunder. VFA neither admitted nor denied the SEC’s findings. Solely for the purpose of settling this proceeding, VFA consented to a cease-and-desist order, a censure, to pay to affected investors disgorgement of $13,232,681 and prejudgment interest of $2,211,072, and to pay a $4.5 million civil monetary penalty. VFA also agreed to review and correct as necessary all relevant disclosure documents concerning mutual fund share class selection, revenue sharing, transaction fees, and 12b-1 fees, and to comply with certain other related undertakings as well. On July 28, 2020, the SEC issued an order 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. VFA also agreed to cap the management fee for the GPS Program at 45 basis points (0.45%) for participants currently enrolled in this program in 403(b) and 457(b) plans offered by Florida K-12 schools, and to also offer this rate to any 403(b) and 457(b) participants offered by Florida K-12 schools who enroll in the GPS Program through the Portfolio Director annuity within the next five years. This capped rate will remain in effect for such participants for the duration of enrollment in the GPS Program. VFA also agreed to comply with certain other related undertakings as well. On January 8, 2021, the Firm completed an 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 8  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. Other Financial Industry Activities and Affiliations. VFA is a wholly owned subsidiary of VALIC, which is a Texas-domiciled insurance company and an SEC-registered investment adviser. VALIC is primarily engaged in the offering and issuance of fixed and variable annuity contracts and combinations thereof and is licensed to issue annuities in fifty (50) states and the District of Columbia. Annuities are issued by VALIC or The United States Life Insurance Company in the City of New York (“USL”), New York, NY. Guarantees are backed by the claims-paying ability of the issuing insurance company and each company is responsible for the financial obligations of its products. Beginning January 1, 2026, USL will be Corebridge Financial’s sole authorized issuer of new annuities in New York. VFA is also a registered broker-dealer with the SEC and a member of FINRA. VFA is regulated by the Municipal Securities Rulemaking Board, and state securities and insurance regulatory bodies. VFA is also a member of the Securities Investor Protection Corporation established under the Securities Investor Protection Act of 1970. In this capacity, VFA may transact in various types of securities, including, but not limited to, stocks, bonds, variable investment products and mutual funds. VFA, as well as our IARs, receive separate compensation for securities transactions effected through the Firm.  Corebridge Capital Services, Inc (“CCS”) is an affiliate of the Firm. In its capacity as a registered broker-dealer, CCS acts as principal underwriter for the offer, sales and distribution of the variable annuity contracts issued by VALIC and its affiliates and as principal underwriter and distributor of mutual funds advised by VALIC and SAAMCo.  SAAMCo is an affiliate of the Firm. SAAMCo serves as an administrator and investment sub-adviser to certain mutual funds advised by VALIC.  VALIC Trust Company Inc., an affiliate of the Firm, acts as custodian/trustee for employer-sponsored retirement plans for which the Firm provides enrollment, education and offers the GPS Program.  VRSCO is a wholly owned subsidiary of VALIC and an SEC-registered transfer agent for mutual funds advised by VALIC. VRSCO is also a record keeper and service provider to certain retirement plans for which the Firm provides enrollment, education and advisory services.  VALIC Company I (“VC I”) is registered under the Investment Company Act of 1940 as an open-end management investment company. Subject to the authority of VC I’s Board of Directors, VALIC serves as the investment adviser to each Fund (as defined below) and conducts the business and affairs of VC I. VC I consists of separate investment portfolios (the “Funds”), each of which is, in effect, a separate mutual fund issuing its own separate class of shares of common stock. The Funds are offered as underlying investment options within VALIC-issued variable annuity contracts and as mutual funds in employer-sponsored retirement plans for which VFA offers the GPS Program and GPA Programs, as applicable. SAAMCo provides certain accounting and administrative services to certain of the Funds. CCS serves as VC I’s agent in the distribution of Fund shares to the VALIC separate accounts, separate accounts of other life insurance companies that may or may not be affiliated with VALIC, and, subject to applicable law, to qualified pension and retirement plans and individual retirement accounts outside of the separate account context. VRSCO provides transfer agency services to the Funds, including shareholder servicing and dividend disbursement services.  USL is a wholly owned subsidiary of Corebridge Financial. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. The Firm has adopted a Code of Ethics (“Code”) which it periodically reviews and updates. VFA will provide a copy of its current Code to clients and prospective clients upon request by contacting us at (866) 544-4968. VFA, as an investment adviser, has a fiduciary duty to act in the best interests of its advisory clients. The Code requires honest and ethical conduct by all of our supervised persons, compliance with applicable laws and governmental rules and regulations, the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code, and accountability for adherence to the Code. The Code is designed to address and mitigate situations involving a real or apparent conflict of interest between the Firm or its IARs, and clients. While it is not possible to identify all possible situations in which conflicts might arise, this Code is designed to set forth our policy regarding the conduct of our supervised persons in those situations in which conflicts are most likely to develop. Supervised persons are expected to adhere to the Code and are also expected to follow procedures for reporting any violations of the Code. For access persons, VFA requires that certain securities transactions be disclosed and/or reported. Access persons are any of VFA’s supervised persons who have access to non-public information regarding any investment advisory 9  client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund (as defined in the Code) or any person who is involved in making certain types of securities recommendations to investment advisory clients, or who has access to such recommendations that are non-public. In our capacity as a broker-dealer, we provide to our clients a variety of products and services for which we are compensated. If an advisory client chooses to utilize our services as a broker-dealer, VFA and our associated persons may earn compensation in the form of brokerage commissions in addition to advisory fees. Our associated persons may recommend to you the purchase or sale of investment products in which we or a related entity may have some financial interest, including, but not limited to, the receipt of compensation. Privacy Policy. Protecting customers’ private information is important to the Firm. Therefore, the Firm has instituted policies and procedures to keep customer information confidential and secure. The Firm does not disclose any non- public personal information about its customers or former customers to any non-affiliated third parties except as required by or permitted by law. In the course of servicing a client account, the Firm may share some information with its service providers, such as transfer agents, custodians, broker-dealers, accountants, and attorneys. The Firm will deliver a copy of the current privacy policy to prospective clients prior to establishing a client relationship with VFA and to all VFA clients annually, thereafter. Review of Accounts and Written Reports. As frequently as monthly, Morningstar analyzes the performance trends of all the asset classes included in their model portfolios. When updates to the model portfolios are implemented, the investment allocations within the GPA Program are reviewed and reallocated to the new target allocations, as necessary. GPA Program clients receive a quarterly VALIC account statement that shows details about their PD Advantage or PD Freedom Advisors account(s), including transactions for the prior quarter, fees imposed during that prior quarter, and current asset allocation. The quarterly statement issued by VALIC will also show you which model portfolio those assets were being managed to at that time. You will periodically receive confirmation statements from VALIC that reflect the transactions during the period and the model portfolio asset allocation targets associated with your GPA Program account(s). Other Compensation. The Firm maintains a program under which eligible IARs are able to attend an annual conference and/or other incentive trips sponsored by Corebridge Financial and/or VALIC which are based on their achievement of certain sales goals and plan enrollments. Certain of the Firm’s top earning IARs are designated as President’s Circle members and receive additional compensation and benefits. Qualification for the annual conference and/or incentive trips as well as membership in the President’s Circle is based on total compensation and plan enrollments as described in this GPA Brochure and is not based on any specific product or category of products. However, because eligibility is based on the IAR’s total compensation, IARs are incentivized to have clients purchase additional products and services, enroll individuals in plan-sponsored programs, and add assets to existing products and services, and to transfer assets to products and services that generate higher levels of compensation for the IAR. In addition, the Firm may implement programs under which IARs may be eligible to win non-cash awards, trips and other non-cash benefits offered by the firm for certain sales efforts relating to enrollments in employer-sponsored retirement plan accounts, among other factors. Similar to other sales-based programs, such non-cash awards are not based on the sale of any specific product or category of products. These programs will not change the fees that you pay for advisory services. With respect to each of the Firm’s advisory programs, a portion of the advisory or program fees you pay to the Firm is paid to the IAR. Generally, the percentage of fees that the Firm pays to your IAR from the GPA Program, the GPS Program, MIP, and/or MIP UMA increases based on a rolling 12-month period as their aggregate compensation from both the sale of securities/insurance products and the receipt of advisory fees reaches certain thresholds during that rolling time period. This increase in compensation to the IAR will not increase the advisory or program fee you pay to the Firm but does trigger the compensation conflict described in this section. More information is provided in the section above “Compensation and Conflicts of Interest”. The Firm and/or its affiliates receive payments from fund sponsors and service providers that voluntarily choose to participate in, and that are designed to defray the costs associated with, Firm-sponsored or VALIC-sponsored conferences, seminars, training or other educational events where such funds or other related services are discussed and that are attended by our employees or employees of our affiliates and/or plan sponsors and plan consultants. These payments are not a condition of the availability to you of such products, mutual funds, and/or ETFs. 10  Client Referrals. The Firm does not pay related or non-related persons for referring potential advisory clients. Retirement plan sponsors that have selected the Firm to make its advisory services available to plan participants may disseminate disclosures about the Firm. Depending on the circumstances, such disclosures may be deemed to include endorsements of the Firm. The Firm does not compensate plan sponsors for endorsements of its advisory services or products. An affiliate of the Firm may provide administrative services to retirement plans and will receive compensation from such retirement plans for these administrative services; however, the receipt of such compensation is not contingent upon or otherwise related to the provision of advisory services by the Firm to plan participants. Sponsorship Activities of the Firm and its Affiliates. The Firm and its Affiliates from time to time enter into agreements with, and pay compensation to, various organizations and associations, including trade associations, unions, and other industry groups, that provide various services to retirement plan sponsors and/or plan participants. These organizations may sponsor and invite the Firm and/or its Affiliates to participate in educational conferences and seminars for retirement plan participants who, through their retirement plan, have access to the advisory programs offered by the Firm. In some instances, these organizations may endorse and/or promote the Firm and/or its Affiliates’ products and/or services, and otherwise provide the Firm and/or its Affiliates with marketing opportunities. Our sponsorship payments to these organizations for marketing and advertising opportunities provide an incentive for the organizations to promote the Firm’s and/or the Affiliates’ advisory services and products and may result in additional advisory program and annuity sales to plan participants. Certain of these arrangements constitute a compensated endorsement of our products and services which are disclosed in accordance with regulatory requirements. Referrals to Third Parties. IARs may refer clients to an accountant, attorney, or other professionals, as necessary for non-advisory related services. Although IARs are not compensated separately for such non-advisory related referrals, IARs may refer clients to businesses providing these services that the IAR owns or works for outside of their association with the Firm and clients separately pay for those non-VFA related services. VFA does not endorse or supervise professionals referred to clients in this way. For certain plan sponsor clients of VALIC, VFA has authorized its representatives to endorse, refer, and market the services of third-party registered investment advisers (“Third-Party Advisers”) to the plan sponsors’ participants in accordance with Rule 206(4)-1 under the Advisers Act, as amended. VFA and VFA’s representatives receive referral fees from the Third-Party Advisers based on these endorsements and marketing activities. The compensation is paid as an ongoing cash payment calculated as a percentage of the advisory fees charged to the client by the Third-Party Advisers for the participants’ enrollment in the advisory program offered by the Third-Party Advisers. Because VFA contracts with and is paid by these Third-Party Advisers for the referrals, any referral regarding such Third-Party Advisers presents a conflict of interest. VFA provides a written disclosure to the referral clients regarding the role of VFA and its representatives as a referral agent, the conflict of interest, which includes the compensation to VFA and/or the IAR, and other terms of the relationship between VFA and the Third-Party Advisers, which discloses this conflict. Voting Client Securities. Neither the Firm nor its IARs will vote, or give any advice about how to vote, proxies for underlying funds held in your GPA account. Depending on the type of retirement account you participate in, you may have the right to vote or give voting instructions for proxies depending on the terms of the plan or custodial or other agreement for your individual retirement account. If not, your plan sponsor or other plan fiduciary may vote on behalf of your plan. Clients may contact their IAR with questions about our proxy voting policies. Charitable Donations. VALIC, VFA, its Affiliates and/or its Supervised Persons from time to time make cash or non-cash donations to charitable organizations or societies organized as 501(c)(3) charities, including charitable organizations associated with potential and/or actual clients of VFA and/or VALIC. These charitable donations are provided in support of non-profit causes identified by that organization, and disbursements of such donations are done under the direction of the charitable organization, and not VFA or VALIC. VFA and VALIC have procedures to identify, address and mitigate potential conflicts associated with these payments. Financial Information. VFA has no financial condition that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy petition. 11 

VALIC FINANCIAL ADVISORS, INC. FIRM BROCHURE Part 2A of Form ADV Financial Planning & Consulting Services 2929 Allen Parkway, L7-20, Houston, Texas 77019 Telephone: (866) 544-4968 March 28, 2025 This brochure provides information about the qualifications and business practices of VALIC Financial Advisors, Inc. (“VFA” or the “Firm”). If you have any questions about the contents of this brochure, please contact us at 866-544- 4968. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. VFA is a registered investment adviser. Registration as an investment adviser does not imply a certain level of skill or training. Additional information about VFA is also available on the SEC’s website at www.adviserinfo.sec.gov. Our brochure may be requested by contacting VFA at 866-544-4968 or it is also available free of charge on our website at https://www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials. 1  Item 2 - Material Changes Since its annual filing on March 29, 2024, the Firm has made the following material updates to this Form ADV Part 2A Financial Planning & Consulting Services Program Brochure (“Brochure”):  For Item 9 the Firm updated Other Financial Industry Activities and Affiliations to remove American International Group, Inc. (“AIG”) as a controlling owner of Corebridge Financial, effective January 13, 2025. Other references to AIG in this Brochure were updated to reflect that AIG no longer exercises a controlling ownership of the Firm. More information is provided in Item 9 of this Brochure. We will provide you with a summary of any material changes to this and subsequent Brochures within 120 days of VFA’s fiscal year end, which is December 31st, or sooner if required by law. You may obtain copies of the Brochure by calling 866-544-4968 or accessing our website at https://www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials. 2  Item 3 -Table of Contents Item 1 – Cover Page ................................................................................................................................................................................... 1 Item 2 – Material Changes ......................................................................................................................................................................... 2 Item 3 – Table of Contents ......................................................................................................................................................................... 3 Item 4 – Advisory Business ........................................................................................................................................................................ 4 Item 5 – Fees and Compensation .............................................................................................................................................................. 7 Item 6 – Performance-Based Fees and Side-By-Side Management ........................................................................................................... 7 Item 7 – Types of Clients ............................................................................................................................................................................ 8 Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss .................................................................................................... 8 Item 9 – Disciplinary Information ............................................................................................................................................................. 9 Item 10 – Other Financial Industry Activities and Affiliations .................................................................................................................. 10 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............................................................ 10 Item 12 – Brokerage Practices ................................................................................................................................................................. 11 Item 13 – Review of Accounts.................................................................................................................................................................. 11 Item 14 – Other Compensation; Client Referrals ..................................................................................................................................... 11 Item 15 – Custody .................................................................................................................................................................................... 12 Item 16 – Investment Discretion.............................................................................................................................................................. 12 Item 17 – Financial Information ............................................................................................................................................................... 12 3  Item 4 – Advisory Business The Firm The Firm is registered with the SEC as an investment adviser. This Brochure describes the services, fees, and other necessary information you should consider prior to enrolling in the financial planning services and/or engaging the services of an IAR for consulting services. The Firm’s investment advisor representatives (“IARs”) offer financial planning and consulting services on either a one-time or a subscription basis. The Firm also offers four wrap fee programs: the Managed Investment Program (“MIP”), the MIP Unified Management Account Program (“MIP UMA”), the Guided Portfolio Services Program (“GPS”), and the Guided Portfolio Advantage Program (“GPA”). You can obtain a wrap fee program brochure for MIP, MIP UMA, the GPS Program, and/or the GPA Program free of charge at https://www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials or by contacting us at 866-544-4968. As an investment adviser, VFA provides to its clients the investment advisory products and services described in this Brochure, and certain other advisory products and programs described in other Firm brochures. The Firm offers its investment advisory services through its IARs located throughout the United States. The Firm is also registered with the SEC as a broker-dealer and is a member firm of FINRA. As a broker-dealer, the Firm separately makes available securities such as stocks and bonds, mutual funds, exchange-traded funds (“ETFs”), variable annuity and variable life insurance products, and municipal securities. All IARs are also engaged in the Firm’s brokerage business and are registered with the Firm as FINRA-licensed registered representatives. Broker-dealer services are not covered by this Brochure, are not part of our advisory relationship with you, and are not subject to regulation under the Investment Advisers Act of 1940. VFA was incorporated in Texas in 1996 and is headquartered in Houston, Texas with additional branches throughout the United States. VFA is a wholly owned subsidiary of The Variable Annuity Life Insurance Company (“VALIC”) doing business under the Corebridge Financial brand name, and an indirect subsidiary of Corebridge Financial, Inc. (“Corebridge Financial”). Corebridge Financial is a publicly-traded company and one of the largest providers of retirement solutions and insurance products in the United States. As of December 31, 2024, VFA managed approximately $26.4 billion on a discretionary basis. Financial Planning Services VFA IARs provide personal financial planning services that include education, advice and the preparation and delivery of a Comprehensive Financial Plan (“the Plan”) or Professional Consulting Services (“Consulting Service”). The Plan or Consulting Service will include general recommendations, information, and education intended to help you achieve your personal financial goals. Financial planning services typically involve the following steps:  Reviewing Needs, Goals and Objectives – establishing our relationship by understanding what matters to you and focusing on your objectives.  Gathering Data and Identifying Financial Goals – gathering information about your financial situation including assets, liabilities, income, and expenses.  Analyzing and Evaluating Financial Status – preparing an analysis of your financial situation.  Developing and Presenting Recommendations – financial planning analysis includes strategies and recommendations designed to help you meet your goals. The Plan or Consulting Services are customized to your unique circumstances and address one or more of the following topics, depending on the type of services that you decide upon:  Net Worth and Cash Flow Management – analysis of your current cash position, cash flows, and balance sheet to assess current financial position and resources available for achieving goals.  Risk Management – assessment of your current life, disability, and long-term care insurance coverages and identification of   any coverage gaps or insufficient coverages. Education Savings – analysis of strategies to fund expected future or current education expenses. Investment Planning – assistance with understanding your risk tolerance and asset allocation strategies that may be appropriate for you.  Retirement Planning – development of strategies aimed toward funding your current or future retirement.   Evaluation of Tax Considerations – general review of tax considerations relating to different types of investment accounts, financial products, account registrations, and the potential effect of taxes on your Plan, all of which can be discussed with your tax advisor. Estate and Legacy Planning – development of strategies in cooperation with your legal and tax advisors to pass wealth to your beneficiaries in an efficient manner. Financial Planning Services Brochure 4   Estate Settlement Planning – applying strategies in cooperation with your legal and tax advisors to help an estate or testamentary trust meet its obligations, such as distribution of assets and payment of estate taxes. Philanthropic Planning – assistance with giving strategies both now and in the future.   Business Financial Planning – assistance with your financial planning needs as a business owner, including analyses of business cash flows, estimates of business value, aspects of business transition or succession planning, and assistance with your company-sponsored retirement plan needs, which may include assisting with requests for proposals, participant education, and plan benchmarking services. You will enter into a planning engagement with VFA by signing the Financial Planning & Consulting Services Agreement (“Planning Agreement”). VFA offers both fee and non-fee financial planning programs. Descriptions of agreed upon service options are contained in the Planning Agreement. Please read the Planning Agreement carefully before engaging in the Plan or Consulting Services. The Plan is offered as either a one-time or an ongoing subscription engagement providing periodic point-in-time updates. Periodic updates will be delivered annually or, as needed, upon the needs of the client (e.g., certain life events) which are communicated by the client to the Firm. Subscription engagements do not include ongoing monitoring of accounts by VFA, its affiliates or its IARs. Enrollment in the subscription engagement renews annually and entitles you to benefits such as ongoing updates to the Plan. Additional updated plans may be provided based on your needs during the year. For example, if you experience a material life event after a Plan is delivered, you can request that an updated Plan be created for you. The monitoring of accounts and assets is not an activity that occurs as part of the one-time comprehensive, subscription or consulting engagements. Accordingly, when enrolled in subscription engagements, you should let your IAR know if there are any material life events that occur, such as marriage, divorce, or birth of a child, or other life events that would impact your Plan so it can be updated accordingly. Typically, the Firm delivers the Plan or Consulting Service to you within 90 days of entering into the Planning Agreement. For the purposes of this provision, the Planning Agreement is considered entered into when all parties to the contract have signed the contract and the Firm has received your payment within thirty (30) days of the execution of the contract. Financial Planning Tools VFA IARs use software packages and web-based programs that have been reviewed and approved (“Approved Software”) by the Firm to deliver the Plan and Consulting Services. The projections and recommendations generated by the Approved Software typically contain different types of quantitative analyses, which may include asset allocation analysis, Monte Carlo simulations, and other related financial calculations. Asset allocation tools are utilized in determining whether you have the appropriate mix of investments, based on your personal financial situation. Monte Carlo simulations are used to approximate your overall probability of an outcome occurring. The projections and recommendations generated by the Approved Software are not guarantees of future performance. Implementation of Recommendations The Plan or Consulting Services usually include general recommendations for a course of activity or actions to be taken by you. For example, recommendations may be made for you to begin or revise investment programs, obtain or revise insurance coverage, commence or alter retirement savings, or establish education or charitable giving programs. After delivery of the Plan or Consulting Services under either the one-time or subscription model, our services to you covered under this Brochure end and you are free to implement on your own. You always have the discretion to choose whether to implement the IAR’s recommendations with VFA or with a third-party broker. If you choose to implement outside recommendations on your own, your non-VFA external account(s) can be included within an updated Plan. For example, if your IAR recommends a VFA brokerage IRA that contains mutual funds, but you choose to purchase a different service provider’s IRA instead, the assets from that third-party IRA can be included as part of the analysis of your future updated Plan(s). Alternatively, your IAR, who is also a registered representative of the Firm, could recommend the purchase or sale of securities, insurance products or advisory programs in his or her capacity as a registered representative, licensed insurance agent of an affiliate of the Firm, or as an IAR of one of the Firm’s other advisory program offerings. There is no obligation for you to engage with your IAR or the Firm for purchasing these products or services. However, the products that your IAR could offer are limited to those approved by the Firm. Once the Plan or Consulting Service has been provided to you, as a one-time engagement, there are no continuing obligations with respect to the information or conclusions presented and the services covered under this Brochure end. For all Plans provided, one- time or subscription based, and for all Consulting Services provided, there are no recommendations to buy, hold or sell securities included in the Plan. Your IAR, who is also a registered representative of the Firm, may recommend the purchase or sale of securities, insurance products or advisory programs following the delivery of your Plan. If you purchase a product or enroll in a service based on those recommendations, the Firm will receive compensation in the form of a commission or ongoing fee including but not limited to mutual fund 12b-1 fees or related sales compensation, payments from a revenue-sharing arrangement, or fees in the form of paid Financial Planning Services Brochure 5  insurance premiums. The Firm pays to your IAR a portion of the fees you pay for the products and/or services you purchased based on your IAR’s recommendation(s). You are under no obligation to act on the results provided in the Plan or Consulting Service delivered. You are solely responsible for deciding whether to take any action pursuant to the Plan or Consulting Service. If you take any action after delivery of the Plan or Consulting Service, you acknowledge there is no obligation to affect the transactions through the Firm, its affiliates, or its IARs. You should carefully review all sales charges, front-end or deferred, and ongoing fees and loads charged in all products or service programs before taking any action pursuant to the Plan or Consulting Service. The value of financial investments rises and falls, and no financial plan can guarantee results. Accordingly, the Firm cannot guarantee future financial results or the achievement of your financial goals through implementation of the recommendations, information, and education contained within the Plan, or any recommendations provided to you as part of the Consulting Service. All such recommendations are based on the information provided by you to your IAR about your financial situation. We assume the accuracy of such information when developing the Plan or Consulting Services’ recommendations. The Firm does not, as part of the Financial Planning Services, monitor the day-to-day performance of your specific investments. As with any investment program, you can lose some or all of your money by investing through the Firm’s investment advisory programs or other products and services it offers. Any analysis of tax or accounting issues relating to your situation is for discussion purposes only and not intended to be tax or legal advice. Please consult with your tax professional or attorney for tax or legal advice related matters. It should also be noted that IARs may refer clients to an accountant, attorney, or other specialist, as necessary for non-advisory related services. Although IARs are not compensated for such non-advisory related referrals through the Firm, IARs may refer clients to businesses providing these services they own or work for outside of their association with the Firm and clients may separately pay for those non-VFA related services. The Firm does not approve, endorse, or supervise any outside professionals referred to you. The financial strategies presented in the Plan or Consulting Service are intended only as a guide, and implementation of the recommendations will be at your discretion. When your IAR delivers a Plan, and unless you elect a subscription engagement, you will not receive updates and your IAR does not have an obligation to update the Plan with respect to the information or conclusions presented. Compensation and Conflicts of Interest. As registered representatives of the Firm, IARs are paid for the introducing of accounts, enrollment services, and/or the sale of products and services, including sales commissions for annuities and mutual funds, and a portion of ongoing fees for advisory services. For example, your IAR receives a portion of the advisory fee you pay on your account(s), which is an ongoing fee for the services provided under the GPA Program. Your IAR’s compensation will vary based on the products and services provided to you. Accordingly, your IAR has a financial incentive to recommend you to rollover your retirement plan into an IRA, or transfer your assets to a product or service that would increase the IAR’s compensation over what he/she receives on an existing product or service. We disclose this conflict to you in our product and service materials, including for example this Brochure, the documentation provided to you at or before account enrollment, and other information provided to you. We also manage the potential for this conflict of interest by maintaining policies and procedures designed to ensure that IARs make recommendations that are in the best interest of the investor in the context of the products and services offered by the Firm. Specifically, all recommendations to transfer assets from one product to another are reviewed by our Supervision department, the members of which do not receive any variable product-based compensation. Additionally, the Firm maintains a program for the review of these policies and procedures via compliance-related reviews and testing, and from time-to-time the Firm engages outside consultants and legal counsel to review, evaluate, and recommend changes to existing policies and procedures. Termination of the Planning Agreement Either party may terminate the services at any time upon written notice to the other party. You may terminate by providing written notice to VFA or your IAR. Termination by VFA will be effective upon written notice as set forth in the Planning Agreement unless a later date is stated in the notice. At the time of termination, you will receive a full refund provided the Plan or Consulting Service has not been delivered. You will not receive a refund if the Plan or Consulting Service has been delivered prior to termination. The Planning Agreement will automatically terminate if the Plan or Consulting Service has not been delivered within 90 days of entering into the agreement. For the purposes of this provision, a contract is considered entered into when all parties to the contract have signed the contract and the Firm has received payment within thirty (30) days of the execution of the contract. Client will receive a full refund if the Planning Agreement terminates due to non-delivery of the Plan or Consulting Service. Financial Planning Services Brochure 6  The Planning Agreement will not terminate in the event that the IAR establishing the Planning Agreement is no longer associated with the Firm or is otherwise removed from the Planning Agreement. The Firm reserves the right to replace the IAR providing services under the agreement and will provide written notice to you of such change in your IAR. Subscription Engagement As noted above, you may select a one-time planning engagement or a subscription whereby the Plan will be updated annually. When you select the subscription option, the engagement renews on or about each one-year anniversary of the start date of the original agreement. The subscription engagement will automatically terminate if payment for the subsequent year(s) is not made within 30 days of the renewal date. Termination of the subscription engagement will be communicated to the client in a timely manner. The Planning Agreement that you are required to review and execute prior to the preparation and delivery of any type of services contains additional disclosures. Please review it carefully prior to signing the Planning Agreement. Item 5 – Fees and Compensation VFA offers both fee and non-fee financial planning programs. The fee is negotiable between the client and IAR. A portion of the professional consulting services fee is paid by the Firm to the IAR. The financial planning fees depend upon a variety of factors, including but not limited to: The complexity of personal financial circumstances and stated objectives; The number of goal-based topics covered; The anticipated time needed to complete the Plan;     Net worth, investable assets, household income, liabilities and sources of income, and/or;  The geographic location of client and/or IAR. Fees charged by an IAR for Financial Planning Services vary between clients (this is possible even for clients who have the same level of complexity) and from one IAR to another for various reasons. As a result, you may pay more for Financial Planning Services than what other clients pay for comparable services. Financial planning fees are negotiable and must be agreed upon by you and IAR. The fees you pay for the Financial Planning Services provided through the Approved Software depend on the type of account you have with the Firm as described below. The maximum annual fee one-time for the Plan, either one-time or subscription, is $5,000 annually; this maximum may be revised upon advance written notice to you and, where applicable, your consent to such change. Consulting Services are offered by IARs on a per project basis. Total project costs for Consulting Services will not exceed $7,500 annually. The total combined fee for the Plan and Consulting Services will not exceed $10,000 annually. Fees are subject to change and the Firm may offer certain clients discounted fees or other promotional pricing. You will be notified of fee changes. The Financial Planning Service Delivered Through your Retirement Plan’s Relationship with VALIC If you receive the Financial Planning Service in connection with your retirement plan’s relationship with VALIC’s recordkeeping services, the Firm can receive a fee for the Financial Planning Service in several ways. Fees are negotiable on a plan sponsor-by-plan sponsor basis.  Your retirement plan sponsor may pay VFA a fee from the plan sponsor’s own corporate assets, in which case you will pay no separate fee to use the Financial Planning Service; or   A retirement plan’s fiduciaries may choose to offer the Financial Planning Service as part of the bundle of recordkeeping services that VALIC provides to the plan, in which case you will pay no separate fee to use the Financial Planning Service; or Your employer and/or the retirement plan’s fiduciaries may offer you access to the Financial Planning Service if you pay the fee for the Financial Planning Service yourself. This fee may be a one-time fee, or an ongoing fee based on a subscription model. Item 6 – Performance-Based Fees and Side-By-Side Management The Firm does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client). Financial Planning Services Brochure 7  Item 7 – Types of Clients The Firm advises a wide range of clients, including individuals, corporations and other businesses, trusts, estates, and charitable organizations. Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss IARs create Plans based on information you provide. Consulting Services engagements that include “Net Worth and Cash Flow Management”, “Risk Management”, “Education Savings”, “Evaluation of Tax Considerations”, “Retirement Planning”, “Philanthropic Planning”, “Estate and Legacy Planning”, “Investment Planning” and/or “Business Financial Planning” will result in the delivery of a Plan. A Plan may also be delivered for “Other” consulting services which include a topic not listed here; please consult with your IAR for more information. The information provided is entered into Approved Software to make linear and/or stochastic (i.e., randomly determined based on a probability distribution or pattern that may be analyzed on a statistical basis) projections to simulate possible outcomes in an effort to provide scenarios that reflect likely outcomes. As with all projections and forward-looking projections, accuracy cannot be guaranteed as Plans are hypothetical. All assumptions utilized are fully disclosed within the specific Plan. Past performance is no guarantee of future results. Plans will, when applicable, contain high-level asset allocation scenarios based upon historical returns. These allocation scenarios will vary based upon specific client situations and will be limited to allocations between equities and fixed income exposure. The Plan will not include recommendations of specific securities. Risk of Loss Investing in securities involves risk of loss that investors should be prepared to bear. All investments present the risk of loss of principal – the risk that the value of securities, when sold or otherwise disposed of, may be less than the price paid for the securities. Even when the value of the securities when sold is greater than the price paid, there is the risk that the appreciation will be less than inflation. In other words, the purchasing power of the proceeds can be less than the purchasing power of the original investment. Equity Securities Risk. Equity securities (common, convertible preferred stocks and other securities whose values are tied to the price of stocks, such as rights, warrants and convertible debt securities) could decline in value if the issuer's financial condition declines or in response to overall market and economic conditions. A fund's principal market segment(s) – such as large cap, mid cap or small cap stocks, or growth or value stocks – can underperform other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies can involve greater risk and price volatility than investments in larger, more mature companies. Fixed-Income Securities Risk. Fixed-income securities are subject to interest rate risk and credit quality risk. The market value of fixed- income securities generally declines when interest rates rise, and an issuer of fixed income securities could default on its payment obligations. Cybersecurity. The Firm’s business is highly dependent upon information and computer systems, including those of third parties and their service providers. Those computer systems have been, and will likely in the future be, subject to or targets of unauthorized or fraudulent access, including physical or electronic break-ins or unauthorized tampering, as well as attempted cyber and other security threats and other computer-related penetrations. Like other financial services companies, the Firm, its service providers, and business partners are and will continue to be subject to cybersecurity and technology risks, such as malware and computer virus attacks, ransomware, unauthorized access, business e-mail compromise, misuse, denial-of-service attacks, system failures and disruptions. In addition, the Firm routinely transmits, receives and stores personal, confidential, and proprietary information by electronic means. Although the Firm employs various measures designed to keep such information and its computer systems confidential and secure, there is no guarantee that such measures will be fully effective, and the Firm may be unable to effectively protect such information or computer systems so in all events. Cyber-attacks, other cyber-related risks, and technology outages could adversely impact the Firm’s business or the Firm’s ability to effectively provide its services, potentially resulting in financial losses to the Firm’s clients. Those events could also result in a loss of confidential information, including personal information, give rise to remediation or other expenses, expose the Firm to liability under U.S. federal and/or state laws and regulations, or subject the Firm to litigation, investigations, sanctions and regulatory and law enforcement action, and result in reputational harm and loss of business, which could have a material adverse effect on the Firm’s business operations. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, and other financial institutions; and other parties. In addition, substantial costs may be incurred by the Firm and those other entities in order to prevent any cybersecurity breaches in the future. The Firm is also subject to a variety of evolving privacy and information security laws and regulations that expose the Firm to heightened regulatory scrutiny and require the Firm to incur significant technical, legal and other expenses in an effort to ensure and maintain compliance. If the Firm is found not to be in compliance with these laws and regulations, the Firm could be subjected to significant civil and criminal liability and exposed to reputational harm. Financial Planning Services Brochure 8  Item 9 – Disciplinary Information We are required to disclose any legal or disciplinary events that are material to our clients or our prospective client's evaluation of our investment advisory business or the integrity of our management. The following are disciplinary events relating to the Firm and/or our management personnel. On November 28, 2016, without admitting or denying FINRA findings, the Firm submitted a letter of acceptance waiver or consent for the purpose of settling alleged NASD and FINRA rule violations that it failed to: (1) have a reasonable system or process/procedures designed to address, analyze or review the conflicts of interest in its compensation program or to ensure that balanced disclosures was provided to the investors regarding such compensation program, (2) to maintain adequate systems and procedures to supervise the sale of variable annuities to retail brokerage customers, (3) maintain supervisory procedures and training materials that provide registered representatives and principals guidance or suitability considerations for sales of different variable annuity share classes, including L-share variable annuities, (4) enforce supervisory procedures requiring that certain emails flagged by its email surveillance system be reviewed by designated Firm supervisors, (5) establish a reasonable system and procedures to supervise its complaint reporting responsibilities, and (6) failed to issue account notices at account opening and then on 36-month intervals for certain brokerage customers. The Firm was censured and fined $1,750,000. In April 2017, VALIC entered into a consent judgment with the State of Indiana wherein VALIC was fined $75,000 in connection with a privacy breach that was disclosed in 2013 and 2014 to regulators and impacted customers. In November 2017, VALIC entered into a settlement agreement with the Minnesota Department of Commerce wherein VALIC was fined approximately $177,000 in connection with unclaimed property procedures. On June 3, 2019, without admitting or denying any findings of fact or conclusions of law, the Firm settled a matter with the Securities Enforcement Branch (“SEB”) of the Hawaii Department of Commerce and Consumer Affairs. As part of the settlement, the Firm entered into a consent order with the SEB (the “Consent Order”), which states that the Firm failed to supervise a registered representative who had submitted a transaction without proper customer authorization. Pursuant to the Consent Order, the Firm paid a fine of $10,000. On July 28, 2020, the SEC issued an order 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 and Rule 206(4)-7 thereunder. VFA neither admitted nor denied the SEC’s findings. Solely for the purpose of settling this proceeding, VFA consented to a cease-and-desist order, a censure, to pay to affected investors disgorgement of $13,232,681 and prejudgment interest of $2,211,072, and to pay a $4.5 million civil monetary penalty. VFA also agreed to review and correct as necessary all relevant disclosure documents concerning mutual fund share class selection, revenue sharing, transaction fees, and 12b-1 fees, and to comply with certain other related undertakings as well. On July 28, 2020, the SEC issued an order 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. VFA also agreed to cap the management fee for the GPS Program for participants currently enrolled in this program in 403(b) and 457(b) plans offered by Florida K-12 schools, and to also offer this rate to any 403(b) and 457(b) participants offered by Florida K-12 schools who enroll in the GPS Program through the Portfolio Director annuity within the next five years. This capped rate will remain in effect for such participants for the duration of enrollment in the GPS Program. VFA also agreed to comply with certain other related undertakings as well. On January 8, 2021, the Firm completed an 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, Financial Planning Services Brochure 9  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. Item 10 – Other Financial Industry Activities and Affiliations. VFA is a wholly owned subsidiary of VALIC, which is a Texas-domiciled insurance company and is an SEC-registered investment adviser. VALIC is primarily engaged in the offering and issuance of fixed and variable annuity contracts and combinations thereof. Annuities are issued by VALIC or The United States Life Insurance Company in the City of New York (“USL”), New York, NY. Guarantees are backed by the claims-paying ability of the issuing insurance company and each company is responsible for the financial obligations of its products. Beginning January 1, 2026, USL will be Corebridge Financial’s sole authorized issuer of new annuities in New York. VFA is also a registered broker-dealer with the SEC and a member of FINRA. VFA is regulated by the Municipal Securities Rulemaking Board, and state securities and insurance regulatory bodies. VFA is also a member of the Securities Investor Protection Corporation established under the Securities Investor Protection Act of 1970. In this capacity, VFA may transact in various types of securities, including, but not limited to, stocks, bonds, variable investment products and mutual funds. VFA, as well as our financial advisors, receive separate compensation for securities transactions effected through the Firm.  Corebridge Capital Services, Inc (“CCS”) is an affiliate of the Firm. In its capacity as a registered broker-dealer, CCS acts as principal underwriter for the offer, sales and distribution of the variable annuity contracts issued by VALIC and its affiliates and as principal underwriter and distributor of mutual funds advised by VALIC and SAAMCo.  SAAMCo is an affiliate of the Firm. SAAMCo serves as an administrator and investment sub-adviser to mutual funds advised by VALIC.  VALIC Trust Company Inc., an affiliate of the Firm, acts as custodian/trustee for employer-sponsored retirement plans for which the Firm provides enrollment, education and offers the GPS Program.  VRSCO is a wholly owned subsidiary of VALIC and an SEC-registered transfer agent for mutual funds advised by VALIC. VRSCO is also a record keeper and service provider to certain retirement plans for which the Firm provides enrollment, education and advisory services.  VALIC Company I (“VC I”) is registered under the Investment Company Act of 1940 as an open-end management investment company. Subject to the authority of VC I’s Board of Directors, VALIC serves as the investment adviser to each Fund (as defined below) and conducts the business and affairs of VC I. VC I consists of separate investment portfolios (the “Funds”), each of which is, in effect, a separate mutual fund issuing its own separate class of shares of common stock. The Funds are offered as underlying investment options within VALIC-issued variable annuity contracts and as mutual funds in employer-sponsored retirement plans for which VFA offers the GPS Program and GPA Programs, as applicable. SAAMCo provides certain accounting and administrative services to certain of the Funds. CCS serves as VC I’s agent in the distribution of Fund shares to the VALIC separate accounts, separate accounts of other life insurance companies that may or may not be affiliated with VALIC, and, subject to applicable law, to qualified pension and retirement plans and individual retirement accounts outside of the separate account context. VRSCO provides transfer agency services to the Funds, including shareholder servicing and dividend disbursement services.  USL is a wholly owned subsidiary of Corebridge Financial. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading The Firm has adopted a Code of Ethics (“Code”) for which it periodically reviews and updates. VFA will provide a copy of its current Code to clients and prospective clients upon request by contacting us 866-544-4968. VFA, as an investment adviser, has a fiduciary duty to act in the best interests of its advisory clients. The Code requires honest and ethical conduct by all our supervised persons, compliance with applicable laws and governmental rules and regulations, the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code, and accountability for adherence to the Code. The Code is designed to protect the organization and its clients from damage that could arise from a situation involving a real or apparent conflict of interest. While it is not possible to identify all possible situations in which conflicts might arise, this Code is designed to set forth our policy regarding the conduct of our supervised persons in those situations in which conflicts are most likely to develop. Supervised persons are expected to adhere to the Code and are also expected to follow procedures for the reporting any violations of the Code. For access persons, VFA requires that certain securities transactions be disclosed and/or reported. Access persons are any of VFA’s supervised persons who have access to non-public information regarding any investment advisory client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund (as defined in the Code) or any person who is involved in making certain types of securities recommendations to investment advisory clients, or who has access to such recommendations that are non-public. Financial Planning Services Brochure 10  In our capacity as a broker-dealer, we provide to our clients a variety of products and services for which we are compensated. If an advisory client chooses to utilize our services as a broker-dealer, VFA and registered representatives, who are also IARs, may earn compensation in the form of brokerage commissions in addition to advisory fees. Our registered representatives may recommend to you the purchase or sale of investment products in which we or a related entity may have some financial interest, including, but not limited to, the receipt of compensation. Item 12 – Brokerage Practices Financial Planning Services and Consulting Services will result in the delivery of a written Plan, which do not recommend any individual securities or the use of any broker-dealer. Subsequent to the delivery of a Plan your IAR could work with you to recommend products or services offered by the Firm and/or its affiliates, including MIP, MIP UMA, the GPS Program and/or the GPA Program. See the Firm’s Brochures that describe those programs for more information available at: https://www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials. Item 13 - Review of Accounts The Financial Planning service generally includes the delivery of a one-time written Plan and, for the subscription-based service, periodic updates to the Plan, and does not include ongoing monitoring of accounts by VFA, its affiliates or its IARs. Our financial planning services covered under this Brochure end when we deliver a particular Plan and/or Consulting Services to you. No additional monitoring or reports are provided unless the client requests a revision to the plan within a specified time period following delivery. Item 14 - Other Compensation; Client Referrals Other Compensation. VFA maintains a program under which its representatives are eligible to attend an annual conference and/or other incentive trips sponsored by Corebridge Financial and/or VALIC which are based on their achievement of certain sales goals and plan enrollments. Certain of the Firm’s top-earning IARs are designated as President’s Circle members and receive additional compensation and benefits. Qualification for the annual conference and/or incentive trips as well as membership in the President’s Circle is based on total compensation and plan enrollments as described in this Item 14 and is not based on any specific product or category of products. However, because eligibility is based on the IAR’s total compensation, IARs are incentivized to have clients purchase additional products and services, enroll individuals in plan-sponsored programs, and add assets to existing products and services, and to transfer assets to products and services that generate higher levels of compensation for the IAR. With respect to each of the Firm’s advisory programs, a portion of the advisory or other fees you pay to the Firm is paid to the IAR. Generally, the percentage of fees that the Firm pays to your IAR from the GPS Program, the GPA Program, MIP, and/or MIP UMA increases based on a rolling 12-month period as the IAR’s aggregate compensation from both the sale of securities/insurance products and the receipt of advisory fees reaches certain thresholds during that rolling time period. With respect to the sale of Plans, the compensation your IAR receives from the Firm increases based on the number of Plans your IAR sells, which increases on a cumulative basis as your IAR sells more Plans. This increase in compensation to the IAR from the sale of advisory programs and/or Plans will not increase the fees you pay to the Firm but does trigger the compensation conflict described in this section. The compensation that your IAR receives from substantially all compensation sources counts towards your IAR’s qualification for non- cash awards, trips and other non-cash benefits offered by the Firm. The Firm may implement programs under which IARs may be eligible to win non-cash awards, trips and other non-cash benefits offered by the Firm for certain sales efforts relating to enrollment in employer-sponsored retirement plan accounts, among other factors. Similar to other sales-based programs, such non-cash awards are not based on the sale of any specific product or category of products. These programs will not change the fees that you pay for advisory services. More information is provided in the section above “Compensation and Conflicts of Interest”. The Firm and/or one or more of its affiliates will receive payments from third parties, including fund sponsors, product partners, and service providers that choose to participate in, and that are designed to defray the costs associated with, Firm-sponsored or VALIC- sponsored conferences, seminars, training or other educational events where these funds, products, or other related services are discussed and that are attended by our employees or employees of our affiliates and/or plan sponsors and plan consultants. These payments are not a condition of the availability to you of the products, mutual funds, and/or ETFs. The Firm does not pay related or non-related persons for referring potential Financial Planning Services and/or Consulting Services advisory clients. Sponsorship Activities of the Firm and its Affiliates. The Firm and its Affiliates from time to time enter into agreements with, and pay compensation to, various organizations and associations, including trade associations, unions, and other industry groups, that provide various services to retirement plan sponsors and/or plan participants. These organizations may sponsor and invite the Firm and/or its Affiliates to participate in educational conferences and seminars for retirement plan participants who, through their retirement plan, Financial Planning Services Brochure 11  have access to the advisory programs offered by the Firm. In some instances, these organizations may endorse and/or promote the Firm and/or its Affiliates’ products and/or services, and otherwise provide the Firm and/or its Affiliates with marketing opportunities. Our sponsorship payments to these organizations for marketing and advertising opportunities provide an incentive for the organizations to promote the Firm’s and/or the Affiliates’ advisory services and products and may result in additional advisory program and annuity sales to plan participants. Certain of these arrangements may be considered payments for endorsements which will be disclosed in accordance with regulatory requirements which are disclosed in accordance with regulatory requirements. Charitable Donations. VALIC, VFA, its Affiliates and/or its Supervised Persons from time to time make cash or non-cash donations to charitable organizations or societies organized as 501(c)(3) charities, including charitable organizations associated with potential and/or actual clients of VFA and/or VALIC. These charitable donations are provided in support of non-profit causes identified by that organization, and disbursements of such donations are done under the direction of the charitable organization, and not VFA or VALIC. VFA and VALIC have procedures to identify, address and mitigate potential conflicts. Referrals to Third Parties. IARs may refer clients to an accountant, attorney, or other specialists, as necessary for non-advisory related services. Although IARs are not compensated for such non-advisory related referrals through the Firm, IARs may refer clients to businesses providing these services they own or work for outside of their association with the Firm and clients may separately pay for those non-VFA related services. VFA does not endorse or supervise professionals referred to clients in this way. For certain plan sponsor clients of VALIC, VFA has authorized its representatives to endorse, refer, and market the services of third- party registered investment advisors (“Third-Party Advisors”) to the plan sponsors’ participants in accordance with Rule 206(4)-1 under the Advisers Act, as amended. VFA and VFA’s representatives receive referral fees from the Third-Party Advisors based on these endorsements and marketing activities. The compensation is paid as an ongoing cash payment calculated as a percentage of the advisory fees charged by the Third-Party Advisors for the participants’ enrollment in the advisory program offered by the Third-Party Advisors. Because VFA is engaged by and paid by these Third-Party Advisors for the referrals, any referrals regarding such Third-Party Advisors presents a conflict of interest. VFA provides referral clients regarding the role of VFA and its representatives as a referral agent, the conflict of interest, which includes the compensation to VFA, and other terms of the relationship between VFA and the Third-Party Advisors, which discloses this conflict. VFA reserves the right to enter into similar arrangements with other third-party advisors. Item 15 – Custody The Firm does not have “custody” of client assets as defined in the Advisers Act Rule 206(4)-2 because it does not deduct advisory fees from a client’s account. Fees for Financial Planning Services and Consulting Services are paid directly by the client. Item 16 – Investment Discretion No investment discretion is granted to, or exercised by, the Firm or your IAR in connection with the Financial Planning Services and Consulting Services. Item 17 – Financial Information The Firm has no financial condition that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy petition. Financial Planning Services Brochure 12 

VALIC Financial Advisors, Inc. WRAP FEE PROGRAM BROCHURE Part 2A Appendix 1 of Form ADV MIP Unified Managed Account Program 2929 Allen Parkway, L7-20, Houston, TX 77019 866-544-4968 March 28, 2025 This wrap fee program brochure provides information about the qualifications and business practices of VALIC Financial Advisors, Inc. (“VFA” or the “Firm”). If you have any questions about the contents of this brochure, please contact us at telephone number 866-544-4968. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. VFA is a registered investment adviser. Registration as an investment adviser does not imply a certain level of skill or training. Additional information about VFA also is available on the SEC’s website at www.adviserinfo.sec.gov. Our brochure may be requested by contacting VFA at 866-544-4968 or it is also available free of charge at our website at www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials.  Item 2 — Material Changes Since its last annual filing on March 29, 2024, the Firm has made the following material updates to this Form ADV Part 2A MIP Unified Managed Account Program (“MIP UMA Program”) brochure (“Brochure”).  For Item 9 the Firm updated Other Financial Industry Activities and Affiliations to remove American International Group, Inc. (“AIG”) as a controlling owner of Corebridge Financial, effective January 13, 2025. Other references to AIG in this Brochure were updated to reflect that AIG no longer exercises a controlling ownership of the Firm. More information about these updates is provided in Item 9 of this Brochure. We will provide you with a summary of any material changes to this and subsequent Brochures within 120 days of VFA’s fiscal year end, which is December 31st, or sooner if required by law. You may obtain copies of the Brochure by calling 866-544-4968 or accessing our website at https://www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials.  Item 3 - Table of Contents Item 1 – Cover Page ................................................................................................................................................................................... 1 Item 2 – Material Changes ......................................................................................................................................................................... 2 Item 3 – Table of Contents ......................................................................................................................................................................... 3 Item 4 – Services, Fees and Compensation................................................................................................................................................ 4 The Firm ....................................................................................................................................................................................... 4 MIP UMA Program ...................................................................................................................................................................... 4 Tax Overlay Services .................................................................................................................................................................... 6 Impact Overlay Services............................................................................................................................................................... 6 Fees and Other Charges – MIP UMA Program............................................................................................................................. 7 Fees and Other Charges – Overlay Services ................................................................................................................................ 9 Account Management ................................................................................................................................................................. 9 Is the MIP UMA Program for You? ............................................................................................................................................ 10 Termination of the Advisory Relationship ................................................................................................................................ 11 Compensation and Conflicts of Interest .................................................................................................................................... 11 Funds and Third-Party Model Managers ................................................................................................................................... 12 Underlying Fund Fees and Expenses ......................................................................................................................................... 12 Trading Through Other Broker-Dealers ..................................................................................................................................... 12 Other Costs Associated with the Purchase and Sale of ETFs ..................................................................................................... 13 Unique Considerations of Securities with a Focus on ESG Investing ......................................................................................... 13 Item 5 – Account Requirements and Types of Clients ............................................................................................................................. 14 Item 6 – Portfolio Manager Selection and Evaluation ............................................................................................................................. 15 Item 7 – Client Information Provided to Portfolio Managers .................................................................................................................. 16 Item 8 – Client Contact with Portfolio Managers .................................................................................................................................... 17 Item 9 – Additional Information .............................................................................................................................................................. 17 Disciplinary Information ............................................................................................................................................................ 17 Material Risks ............................................................................................................................................................................ 18 Other Financial Industry Activities and Affiliations ................................................................................................................... 21 Code of Ethics, Participation in Client Transactions and Personal Trading ............................................................................... 21 Privacy Policy ............................................................................................................................................................................. 22 Review of Accounts ................................................................................................................................................................... 22 Written Reports ......................................................................................................................................................................... 23 Other Compensation; Client Referrals………………………………………………………………………………………………... ................................. 23 Sponsorship Activities of the Firm and its Affiliates .................................................................................................................. 24 Charitable Donations ................................................................................................................................................................. 24 Referrals to Third Parties ........................................................................................................................................................... 24 Custody ...................................................................................................................................................................................... 25 Voting Client Securities .............................................................................................................................................................. 25 Financial Information ................................................................................................................................................................. 25  Item 4 - Services, Fees and Compensation The Firm The Firm is registered with the SEC as an investment adviser. As an investment adviser, VFA provides to its clients the investment advisory products and services described in this Brochure, and certain other advisory products and programs described in other Firm brochures. This Brochure describes the Firm’s discretionary unified managed account Program called the MIP UMA Program, including the services, fees, and other necessary information you should consider prior to enrolling in the MIP UMA Program or engaging the Firm. In order to offer you the MIP UMA Program, as well as other optional services as described in this Brochure, the Firm’s investment advisor representatives (“IARs”) must meet specific licensing and training requirements and receive approval from the Firm in order to do so. In addition to the MIP UMA Program, the Firm offers three other wrap Program: The Managed Investment Program (“MIP”), the Guided Portfolio Services Program (“GPS”), and the Guided Portfolio Advantage Program (“GPA”). The Firm also offers Financial Planning and Consulting Services available on either a one-time or a subscription basis. You can obtain a brochure for the Firm’s other advisory programs free of charge at www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv- materials or by contacting us at 866-544-4968. The Firm offers its investment advisory services through its IARs located throughout the United States. The Firm is also registered with the SEC as a broker-dealer and is a member firm of FINRA. As a broker-dealer, the Firm separately makes available securities such as stocks and bonds, mutual funds, exchange-traded funds (“ETFs”), variable annuity and variable life insurance products, and municipal securities. All IARs are also engaged in the Firm’s brokerage business and are registered with the Firm as FINRA-licensed registered representatives. Broker-dealer services are not covered by this Brochure, are not part of our advisory relationship with you, and are not subject to regulation under the Investment Advisers Act of 1940 (the “Advisers Act”). VFA was incorporated in Texas in 1996 and is headquartered in Houston, Texas with additional branches throughout the United States. VFA is a wholly owned subsidiary of The Variable Annuity Life Insurance Company (“VALIC”) doing business under the Corebridge Financial brand name, and an indirect subsidiary of Corebridge Financial, Inc. (“Corebridge Financial”). Corebridge Financial is a publicly-traded company and one of the largest providers of retirement solutions and insurance products in the United States. As of December, 31, 2024, VFA managed approximately $26.4 billion on a discretionary basis. MIP UMA Program MIP UMA is a discretionary unified managed account program offered in collaboration with Envestnet, a provider of wealth management software and services (and which is not affiliated with the Firm). Under the MIP UMA Program, your IAR will construct a portfolio based on your investment objectives, risk tolerance, and investment time horizon. The portfolio (your “UMA Account”) is constructed according to an asset allocation model (the “UMA Model”). The MIP UMA Program offers the benefit of a single account that can hold many types of investments and asset classes, ands well as the convenience of consolidated reporting and billing, and a single tax reporting document for all the assets in your MIP UMA Program account. The Firm is the primary investment adviser for the MIP UMA Program. The Firm uses Envestnet to provide the services described in this Brochure in the capacity of a sub-adviser; Envestnet also serves as the “Overlay Manager” as described in more detail below. Your IAR will work with you to first complete a brokerage account application (“Account Application”) and customer agreement (or equivalent document for certain retirement accounts) (collectively, the “Brokerage Agreement”), which you will use to apply for an account with the Firm. The Brokerage Agreement governs the brokerage services provided by NFS in connection with your enrollment. You will also enter into an Investment Advisory Agreement. To enroll in the MIP UMA Program, your IAR will consult with you to review your present investment objectives, your risk tolerance (using a risk tolerance questionnaire), and your investment time horizon. The information you provide is entered into an Investment Questionnaire (“Questionnaire”) which is used to determine a risk profile score and establish your investment objective. Your IAR will work with you to open an investment advisory account, and, based on the responses provided in the Questionnaire, will generate an investment proposal (“Proposal”) and a Statement of Investment Selection (“SIS”), which are used to establish your investment guidelines. As your needs change or market conditions warrant, you have the flexibility to revisit your Questionnaire to determine whether you are appropriately invested. You can impose reasonable investment 4  restrictions on the investment of your UMA Account assets by requesting them in the SIS. You will authorize your IAR to manage your MIP UMA Program account and exercise limited discretionary authority as described below. These documents, including your Account Application, Brokerage Agreement and Investment Advisory Agreement, include all account opening documents, disclosures and other necessary documents. Your IAR will, based on your initial Proposal and SIS, select a UMA Model developed by Envestnet in its capacity as the Overlay Manager using Envestnet’s risk-based scoring analysis that aligns with your risk profile. Your UMA Model can contain various asset classes and be allocated based on various risk tolerance levels. Asset classes include, among others, domestic equity, international equity, fixed income investments, and cash. In accordance with the asset allocation set forth in your UMA Model, which may include multiple strategies, your IAR will recommend a portfolio which will be comprised of different sleeves. The sleeves may be populated by (i) funds, including mutual funds, ETFs, and closed-end funds, or (ii) strategies managed by third-party investment advisers (“UMA Model Managers”). A UMA Model Manager may use a separately managed account strategy for a particular asset class (“SMA”) or may employ its own asset allocation model in an SMA (“Allocation Model”), consisting of funds and/or individual securities. Your IAR will provide to you or otherwise make available a copy of the UMA Model Managers’ Form ADV Disclosure Brochure (each, a “UMA Model Manager Brochure”). UMA Model Managers are selected by your IAR from a list of approved UMA Model Managers for which Envestnet conducts initial and ongoing due diligence. The list of UMA Model Managers is maintained and reviewed periodically by Envestnet. VFA collaborates with Envestnet to review their proprietary due diligence process for the available UMA Model Managers. More information on Envestnet’s due diligence process and the arrangements Envestnet has with the UMA Model Managers is available in Envestnet Asset Management, Inc.’s Part 2A Brochure available free of charge at www.adviserinfo.sec.gov. Envestnet uses an “Approved-Qualitative” due diligence process for all UMA Model Managers available within the MIP UMA Program. The Firm limits its consideration to UMA Model Managers that Envestnet pre-screens and approves for the Firm’s consideration as described in “Services provided by Envestnet” in this Brochure. Also, Envestnet has UMA Models that it has developed that are available within the MIP UMA Program and thus, may also serve as an UMA Model Manager. More information on Envestnet’s due diligence process and the arrangements Envestnet has with UMA Model Managers available through its platform and made available to wrap fee program sponsors, such as the Firm, is available in Envestnet Asset Management, Inc.’s Part 2A Brochure available at www.adviserinfo.sec.gov (the “Envestnet Brochure”). Your IAR will provide to you or otherwise make available a copy of Envestnet’s Form ADV Disclosure Brochure. Also, You agree to provide discretionary authority to your IAR for the investment selection, allocation, and rebalancing of your MIP UMA Program account; accordingly, through your IAR, you authorize each UMA Model Manager that provides an SMA for your MIP UMA Program account to exercise investment discretion by selecting the securities to be held by the SMA and delivering instructions to the Overlay Manager to buy or sell securities for your SMA. Neither the Firm nor your IAR retains investment discretion over the assets and allocation of the investments of the SMA. Depending on the particular SMAs selected by your IAR, a UMA Model Manager will either have discretion to purchase and sell securities within the sleeve, or will provide instructions to Envestnet, which will have discretion to make trades in your account. Envestnet will implement investment strategies in your UMA Account, or otherwise as instructed by your IAR, as applicable (your IAR may provide recommended changes to you when evaluating assumptions in your UMA Model or when you work with your IAR to update or revise your Questionnaire). Your IAR will provide rebalance instructions on a periodic basis to Envestnet so that the allocation of assets in your account remains generally consistent with your SIS and the UMA Model. Envestnet rebalances your account upon these instructions you provide to your IAR, or based on the MIP UMA Program’s rebalancing strategy to bring investments in the account into alignment with the UMA Model’s asset allocations. Unless your IAR selects a different rebalancing frequency, for your MIP UMA Program account, Envestnet reviews your account on at least an annual basis to determine if rebalancing should occur due to, for example, asset allocation or style drift. Note that, in between rebalancing, the percentage of each asset class in your UMA Model, and thus the risk profile of the account, may drift over time because of market fluctuation. UMA Model Managers may only use mutual funds and/or ETFs that clear through National Financial Services LLC (“NFS”) and that NFS makes available to Envestnet. UMA Model Managers may use funds that are sponsored or managed by an affiliate, provided that the UMA Model Manager believes that such fund is in a client’s best interest. Please see “Funds and Third-Party Model Managers” in this Brochure for information about this conflict of interest. Not all securities are made available by NFS 5  to Envestnet which in turn would not be available for investment by the UMA Model Managers; please consult with your IAR if you have any questions about the availability of certain securities by NFS. The Firm or your IAR may replace a UMA Model Manager in your account with another approved UMA Model Manager or add other UMA Model Managers to your account, each without your advance approval. Any change of UMA Model Managers will likely result in trading in your account, which can have tax consequences. Refer to “Account Management” in this Brochure. You should carefully review this Brochure, the Envestnet Brochure, and each UMA Model Manager Brochure, since they collectively outline important information about the Firm’s, Envestnet’s, and the UMA Model Manager’s roles and responsibilities for your account. Additional important information and disclosures about your IAR is included in your IAR’s Form ADV 2B Brochure Supplement, which will be provided to you along with this Brochure. Tax Overlay Service and Impact Overlay Service In the MIP UMA Program, for those clients whose UMA Account contains at least one equity SMA, they may select the optional Tax Overlay Services and/or Impact Overlay Services for an additional fee. Envestnet provides both services in its role as Overlay Manager for the MIP UMA Program. Tax Overlay Services. These services provide you with a customizable solution to (i) help limit long and short-term gains, and/or (ii) attempt to limit your potential tax liabilities. They also offer you more customizable solutions if you seek to attempt to control the realization unrealized gains that are embedded in your UMA Model. This service leverages Envestnet’s risk optimization software to attempt to match the risk characteristics of an unconstrained portfolio through optimization techniques. If you select the Tax Overlay Services, Envestnet will provide discretionary investment advice by evaluating the tax impact of any trades recommended by an equity UMA Model Manager. Envestnet may elect to prevent the transaction or make additional changes to your UMA Account (or a sleeve of your UMA Account) to balance the recommended change. Envestnet seeks to keep your UMA Account reasonably close to your UMA Model. However, the Tax Overlay Services are designed for taxable investors who are willing to allow some deviation from their UMA Models. The use of the Tax Overlay Services may result in recommendations from Envestnet which may be inconsistent with your UMA Model. This may cause trading, holdings and/or performance of your UMA Account to deviate from a similar UMA Model that does not apply tax overlay services. Additionally, the use of these services may cause your account’s risk to differ from the risk profile identified for you during the Proposal process. The Tax Overlay Services are not suitable for all clients, such as tax-deferred accounts, such as IRAs, and are not intended to be general tax planning services. They may be appropriate for clients who, for example, want to limit net long-term or short-term gains, who own “appreciated securities” (i.e., a low-cost basis) and want to manage how gains may be realized for selling these securities, who may be subject to the Alternative Minimum Tax, or those clients who specifically budget for taxes. Envestnet relies solely on the tax information collected from you. To the extent such information is inaccurate or incomplete, the tax strategy developed for you may be adversely affected. The provision of complete and accurate tax information is your sole responsibility. You should consult with your tax and legal advisors regarding your specific situation prior to selecting the Tax Overlay Services. Neither the Firm nor your IAR provide tax or legal advice. The Tax Overlay Services may be used individually or in combination with the “Impact Overlay Services” (described below). If both the Tax and Impact Overlay Services are selected, only one overlay fee will be charged. The Fee Schedule for these services is listed below in “Fees and Charges” and is paid to Envestnet. This fee is in addition to the Platform Fee. Impact Overlay Services. These services allow you to apply customized socially responsible investment restrictions, including environmental, social, and governance (“ESG”) considerations, to your UMA Account to minimize exposure to companies with specific products, services and operations that do not meet your values and personal convictions. These restrictions are designed for investors who are willing to allow deviation from their UMA Models. The use of the Impact Overlay Services may result in recommendations from Envestnet that may be inconsistent with your UMA Model. This may cause trading, holdings and/or performance of your UMA Account to deviate from a similar UMA Model that does not apply Impact Overlay Services. Additionally, the use of these services may cause your account’s risk to differ from the risk profile identified to you during the Proposal process. 6  In providing Impact Overlay Services, Envestnet leverages software that applies predefined screens and rules to attempt to keep your UMA Account reasonably close to the UMA Model you selected. These impact screens used in your account are not reviewed by, or subject to ongoing reviews with, the Firm or your IAR. The use of such screens may result in lower returns or less diversification in your account; please refer to the discussion herein about the unique risks of ESG and impact-related screening. The Impact Overlay Services may be used individually or in combination with the Tax Overlay Services (described above). If both the Impact and the Tax Overlay Services are selected, only one overlay fee will be charged. The Fee Schedule for these services is listed below in “Fees and Charges” and is paid to Envestnet. This fee is in addition to the Platform Fee and neither the Firm nor the IAR receive a portion of the fees paid for the Impact Overlay Services or the Tax Overlay Services. Any analysis of tax, financial, or accounting issues relating to your situation is for discussion purposes only and not intended to be tax or legal advice. Please consult with your tax professional or attorney for tax or legal advice related matters. It should also be noted that IARs may refer you to an accountant, attorney, or other specialist, as necessary for non-advisory related services. IARs are not compensated for such non-advisory related referrals. Enrolling in either or both of the Overlay Services. In providing these services, Envestnet provides discretionary investment advice as described above. If your account qualifies, you may choose and terminate these services at any time. Your IAR is not permitted to elect these services on your behalf. You must provide a separate approval to use Tax Overlay Management and Impact services. Contact your IAR for more information about the availability of these services for your account. Fees and Other Charges – MIP UMA A description of the fees you will pay for your MIP UMA Program account are based on the Program Fee and are described below. Your Annual Fee Schedule, which is included in the SIS that you receive at account opening provides information about the fees you will pay. Additionally, your quarterly performance reports include information about the Program Fee you pay. The Program Fee for your account covers the provision of initial and ongoing investment services and the execution of securities transactions. The Program Fee is an annual rate assessed on a quarterly basis and consists of the sum of: Advisory Fee - This fee is the amount paid to VFA for advisory services; and Platform Fee - This fee is for the other fixed and variable costs of your UMA Account as described further below. It includes the fees and costs for services provided by, as applicable, VFA, Envestnet, the UMA Model Manager, and NFS. The Platform Fee includes the following fees and expenses:    Management/Administrative Fee. This portion of the Platform Fee includes any management fees paid to the UMA Model Manager. This fee also compensates the UMA Model Manager and Envestnet for administrative services provided in connection with the MIP UMA Program. Sponsor/Firm Fee. This portion of the Platform Fee is paid to the Firm to cover direct costs such as overhead related to the MIP UMA Program, and variable costs such as trading, confirmations, and statements. Any fees in excess of these variable costs are retained by VFA. Clearing Firm/IRA Custodial and Related Fees. NFS is the clearing firm for the MIP UMA Program, meaning that all trades are placed through NFS, and it is also the custodian of your account. As explained below, a portion of the Platform Fee is paid to NFS for its services in connection with your account. The Platform Fee covers NFS’ trading costs and any amounts in excess of these costs will be retained by the Firm. While the Platform Fee includes custodial services for most accounts, NFS will separately charge an annual IRA custodial fee for services rendered as trustee of your IRA account, as discussed below. The Firm is responsible for paying NFS for any transaction fees associated with the purchase or sale of mutual funds in your UMA Account. However, almost all mutual funds available through NFS for the MIP UMA Program are available on the NFS platform as “no transaction fee” mutual funds, which means there is no ticket charge or other fee associated with the purchase and sale of such funds (“NTF Funds”). NFS currently has arranged for the NTF Funds to be free of clearing charges. UMA Models with mutual funds primarily use NTF Funds, which substantially reduces execution costs paid by VFA; the available NTF Funds are subject to change by NFS. VFA benefits by saving the transaction fee whenever an NTF Fund is used in your UMA Account. 7  Your Program Fee is unaffected by the actual amount of trading costs paid by the Firm. The Program Fee does not include the following costs/fees:  IRA Custodial Fees. If your account is established as an IRA, you will pay NFS an annual custodial fee of up to $35. This fee will be reflected separately on your account statement and applies to all UMA Models. The Firm may elect to pay the IRA custodial fees to NFS directly, in which case you will not pay this fee.  Mark-ups/Markdowns. If your account purchases or sells fixed-income securities, you will pay for mark-ups or  markdowns on transactions. These fees are reflected in the price of the security purchased. Fund Fees and Expenses. As a shareholder of mutual funds, ETFs or closed-end funds, you pay the internal fees and expenses of the funds held in your account. Fund prospectuses include more information about these fund fees and expenses.  Minimum Account Fee. Envestnet evaluates quarterly whether it has received a minimum amount of revenue from its management/administration fee charged on your account. If the annualized fee for such services, which is calculated based on your average daily balance for the quarter, is less than the minimum amount listed in this Brochure, Envestnet will assess a fee equal to one quarter of the annual minimum account fee of $150.00 based on the number of days in the quarter during the fee billing process. The table below sets forth the Program Fee schedule, without the optional Overlay Services which are described in Fees and Other Charges. Your actual Program Fee is provided in your SIS, which is provided to you for review and approval at the time of your enrollment in the program. The Advisory Fee is a tiered fee which means the Advisory Fee has breakpoints as noted in the table below which will apply to only those assets in your account that exceed the specified amount. The Advisory Fee is an annual rate assessed quarterly and is based on your average daily balance in your account during the quarter; more information is provided in the “Calculation and Deduction of the Program Fee” section below. The Firm may negotiate a lower Advisory Fee and/or Platform Fee. If the Firm negotiates a lower Advisory Fee and/or Platform Fee, your Program Fee will be lower than the fees outlined in the schedules below and VFA will receive less compensation. Separately, VFA offers Advisory Fee discounts to our current employees, current employees of our affiliates, and their household family members. Your Fee Schedule, which is included in the SIS that you receive provides information about the fees you will pay. Additionally, your quarterly performance reports include information about the Program Fee you pay. Standard Program Fee Schedule Assets Under Management Fee 2.13% First $250,000 1.79% Next $250,000 1.57% Next $500,000 1.46% Next $1,000,000 1.35% Next $3,000,000 1.24% Next $5,000,000 1.22% Next $15,000,000 1.20% Over $25,000,000 The Program Fee may be more or less than the fee stated above based on the management fees charged by the UMA Model Manager selected for your account. In the table above, a fee of 60 bps is used for the UMA Model Manager fee. The management fee (included within the Platform Fee) is stated in your SIS and currently ranges from 0.08% to 0.60%. The Program Fees in the table above are based on the fees and expenses you would pay based on the value of the assets in your account. For accounts subject to a minimum Platform Fee this will result in a higher Program Fee rate. Program Fees may be more or less costly to you than paying for the services separately, depending upon the investment advisory fees charged, the type of UMA Model, the amount of assets in your UMA Account, time and services provided, the number of transactions for the account, the amount of clearing and execution fees charged by NFS (which varies by type of security traded), and the level of brokerage commissions and other fees that would be payable if you obtained the services available under the program individually. Calculation and Deduction of the Program Fee. The Firm begins to charge the Program Fee once it approves your account on Envestnet’s system, which typically occurs after you complete your enrollment and assets are received in your MIP UMA Program account. The Program Fee is a tiered fee that is calculated as an annual percentage of assets and assessed quarterly, 8  in arrears, based on the average daily balance of your account during the quarter and the number of days in the quarter. At the end of a quarter, Envestnet calculates the Program Fee by multiplying the average daily balance by your advisory fee schedule. The average daily balance of your account for fee calculation purposes will include all assets in your account, including uninvested cash. After calculating the Program Fee, Envestnet instructs NFS to deduct the fee from your account. NFS deducts your Program Fee following the end of the quarter. If your account is managed for only a portion of a quarter, the Program Fee will be pro-rated accordingly based on the average daily balance during that portion of the quarter and, in the event of a termination, the fee will be deducted before your account balance is distributed. If you decide to change your investment in your current UMA Account by signing a new SIS during a quarter, the amount of the Program Fee will be adjusted to reflect the new UMA Account fee schedule and will be pro-rated based on the average daily balance during that portion of the quarter following the change to the UMA Model. Depending on your UMA Model, your Program Fee may increase or decrease. Distribution of your account balance, less applicable fees paid, occurs promptly after notice of termination. If cash or cash equivalent funds in your account are not sufficient to pay any fees charged on your account, investments in your account will be liquidated in order to pay the outstanding fees. Fees and Other Charges – Overlay Services If you choose either or both of the Overlay Services, you will pay the following fees in addition to the Program Fees and Other Fees and Charges described above. Overlay Service Fee* Assets Under Management First $10,000,000 Next $15,000,000 Over $25,000,000 Fee 0.10% 0.08% 0.05% * The Overlay Service Fee is the same for both the Tax Overlay Services and the Impact Overlay Services. MIP UMA Program Client accounts utilizing both the Impact Overlay Service and Tax Overlay Service will be charged only one Overlay Service Fee. Combining of Account Values for Fee Calculations If you or your family members have more than one MIP UMA Program account, you can lower your MIP UMA Program Fees based on the cumulative assets that you maintain in your account(s). “Family member” for purposes of combining account values in the MIP UMA Program includes your spouse, domestic partner, and your dependent children. You are responsible for contacting your IAR or the Firm to request your accounts be combined for fee calculation purposes. Discuss with your IAR if you have multiple MIP UMA Program accounts and whether they are eligible for lowered Program Fees. For combined accounts one account will be designated as the “Primary Account” and the owner of the Primary Account will receive Envestnet quarterly reports that contain information about each of the combined accounts, including account balances, transactions, and holdings. Each MIP UMA Program account owner in the billing group will continue to receive his/her NFS quarterly account statement. Your IAR can assist you with identifying MIP UMA Program accounts eligible for combining accounts for fee calculation purposes. Please contact your IAR or the Firm to request your accounts be combined for fee calculation purposes. Additionally, the Firm does not combine for fee calculation purposes your accounts with other accounts enrolled in the Firm’s other wrap fee Program, including MIP, the GPS Program and/or GPA Program, or other assets held at the Firm and/or its affiliates. Account Management When your IAR provides advice, including recommending a transaction or investment strategy, your IAR must have a reasonable belief that the advice is in your best interest based on your objectives. This standard applies to all advice that an IAR makes to all advisory accounts. The Firm and your IAR will make recommendations to you that we believe are in your best interest. In certain circumstances, if your IAR believes the recommendation is in your best interest, your IAR may recommend a transaction or investment strategy even if it is more expensive than other options that are available to you, such as a fund with higher internal expenses. We will also provide full and fair disclosure of conflicts which might incline us to provide advice which is not disinterested; we must also obtain your informed consent to such conflicts. This means that the Firm and its IARs must act in 9  your best interest under our duty of care and meet our duty of loyalty to you. Importantly, the Advisers Act does not require us to eliminate all conflicts of interest. Envestnet serves as the Overlay Manager in trading and re-balancing the investment options in your UMA Account, including the underlying sleeves. Envestnet’s portfolio management team monitors and coordinates the recommendations and trading activities. This team actively manages the UMA Models for the designated asset allocation in accordance with the UMA Models’ respective allocation strategies. As overlay manager Envestnet adds value by delivering operating efficiencies and coordinating all trading activity and investment decisions. Other overlay manager activities include rebalancing and wash-sale management and, where applicable and upon request, tax loss harvesting and accommodating portfolio restrictions. Envestnet and the UMA Model Managers are responsible for ensuring the tools and analyses are operating properly and consistent with your Proposal and SIS. Diversification, asset allocation and rebalancing strategies do not ensure a profit or guarantee against a loss. You may, at no additional expense, impose reasonable restrictions on the purchase of particular securities for your MIP UMA Program account. You may request that certain specified securities, or certain categories of securities, not be purchased for your MIP UMA Program account, but you may not require that particular securities be purchased, and you may not make changes to the securities in a mutual fund, closed-end fund and/or ETF because such funds operate in accordance with the investment objectives and strategies described in their respective prospectuses. If you impose reasonable restrictions, the portion of your MIP UMA Program account assets that would have been invested in any restricted security or category of securities will be invested either in cash or cash alternatives or in an appropriate alternative security. Imposing restrictions may cause Envestnet, a UMA Model Manager trading away from Envestnet, or your IAR to change the investment decisions/recommendations that it would otherwise make. Your IAR, the UMA Model Manager, and/or Envestnet determines whether a restriction is reasonable and manages MIP UMA Program account assets based on any accepted restrictions. Imposing restrictions may cause your MIP UMA Program account’s performance to be lower than the performance of unrestricted accounts. In determining the reasonableness of a restriction, your IAR, UMA Model Manager, and/or Envestnet, as applicable, will determine in its discretion which specific securities fall within the restricted category and may rely on outside research and sources. The MIP UMA Program and the optional Overlay Services use Envestnet’s technology platform, and therefore Envestnet will apply any reasonable restrictions you impose. Although reasonable restrictions can be accepted as described above, this will not result in any obligation to manage your MIP UMA Program account in accordance with any investment guidelines, policy statements or other documents unless specifically agreed to do so, in writing. If you choose to impose restrictions on your MIP UMA Program account, it may impact the customization of your account if you also implemented the Impact Overlay Services. The use of the Impact Overlay Services in conjunction with your requested restrictions may result in recommendations from Envestnet that may be inconsistent. If you utilize the Impact Overlay Services, you should discuss with your IAR any impact of a restriction you request for your MIP UMA Program account. Neither the Firm nor your IAR retains discretion to buy or sell alternative investments in your account. However, certain UMA Model Managers have discretion to use alternative investments in your UMA Program account. If you would like to invest in these types of securities, you will need to execute a separate agreement with NFS. Is the MIP UMA Program for You? The MIP UMA Program is a unified managed account program under which the Firm, through its IARs, make allocation recommendations of UMA Model Managers(s) for your investment. The MIP UMA Program is appropriate for clients who seek ongoing investment advice. The MIP UMA Program is not appropriate for clients who prefer to manage their investment portfolio on their own, without the assistance of a financial advisor, or who are not looking for ongoing or comprehensive investment advice. You should understand that where the Firm expressly agrees to act as an advisor to you, as it does under the MIP UMA Program, your IAR’s primary role is to provide advice. The services offered in this Brochure are offer as part of a “wrap fee program.” A wrap fee program bundles, or wraps, investment advice about asset allocation and specific securities, and brokerage services (execution of transactions, reports and custody of assets), for a single asset-based fee. The services offered in this Brochure are designed for clients who prefer to pay an annual fee based on total assets under management. They generally are more appropriate for investors with an intermediate to long-term investment time horizon. You should consider whether these services are appropriate in light of, among other things: the costs and potential benefits; your need and desire for professional money management service; whether you are comfortable giving investment discretion to a professional money manager or to your IAR; your investment objectives, risk 10  tolerance and time horizon for your assets; your financial circumstances, and whether investing in securities is appropriate for you. Advisory accounts are typically more expensive than brokerage accounts over time due to the ongoing advisory fee and additional services provided (such as, account monitoring and investment advice). You have the opportunity to impose reasonable investment restrictions on the investment of your assets under the selected MIP UMA Program by requesting them through the SIS and, where you have done so, this will limit the investment discretion that the Firm and your IAR can exercise over your account with respect to those investment restrictions. Termination of the Advisory Relationship The MIP UMA Program and/or Overlay Services will continue in effect under your Agreement until terminated by either you or the Firm in accordance with the termination provisions of the Agreement. Notwithstanding the foregoing, the Firm may retain amounts in your account sufficient to effect any open and unsettled transactions. In this respect, you are responsible to pay for services rendered, and for transactions effected. Any termination will therefore not affect any liabilities or obligations that are incurred or that arise from transactions before such termination. The Agreement that you are required to review and execute prior to the preparation and delivery of any type of services contains additional disclosures. Please review it carefully prior to signing the agreement. When your account is terminated, whether per your instructions or by the Firm, you assume sole responsibility for providing instructions as to the execution of transactions in your account and you will no longer be charged the Program Fee and/or the optional Overlay Services Fee, as appliable. Additionally, you will be limited to one or more of the following transactions: (1) redeem the existing securities in your account and transfer the redemption proceeds to the money market fund available in your account, (2) transfer the securities held in your account, in kind, to a non-advisory, retail brokerage account that you have established with VFA as broker/dealer and carried by NFS as custodian (“VFA Retail Brokerage Account”) or to another broker/dealer, or (3) redeem the securities in your account and transfer the redemption proceeds out of the account. After the termination of your advisory account, you will no longer pay the Program Fee and/or the Overlay Services Fee, as appliable; however, you will pay certain fees and expenses will apply. The fees and expenses you pay after the termination of your account depends on which option you choose. If you choose option 1, you will pay any fees and expenses charged by that money market fund as set forth in the fund’s prospectus. If you choose option 2, transferring assets out of your account, whether cash, mutual funds, or individual securities in kind, to a new brokerage account may require that you complete a new account application, which will detail any fees you may be charged. If you choose to transfer or continue to hold securities in a VFA Retail Brokerage Account, you will pay certain fees to NFS, in addition to any fees and expenses associated with your investment(s). These fees include, for example, custodial fees, termination and/or transfer fees, transaction fees, and other account servicing fees. You may also pay fees to VFA in the form of commissions for securities trading in your VFA Retail Brokerage Account, 12b-1 fees, and/or mutual fund sales charges for any mutual funds you acquire in your VFA Brokerage Account. NFS may also have agreements with the mutual funds offered in your VFA Retail Brokerage Account, including revenue-sharing or similar compensation arrangements, and will pay some, or all, of this compensation to VFA as payment in all or part for recordkeeping or other shareholder-related services. More information about these fees is available in your NFS brokerage agreement, your fund prospectus(es), or by contacting your IAR. If you choose option 3, you will pay account termination fees to NFS. Your IAR does not receive any of these fees for any of these options. There may also be tax implications; please consult your tax advisor prior to termination. Compensation and Conflicts of Interest. As registered representatives of the Firm, IARs are paid for the introducing of accounts, enrollment services, and/or the sale of products and services, including sales commissions for annuities and mutual funds, and a portion of ongoing fees for advisory services. For example, your IAR receives a portion of the Advisory Fee you pay on your account(s), which is an ongoing fee for the services provided under the MIP UMA Program. Your IAR’s compensation will vary based on the products and services provided to you. Accordingly, your IAR has a financial incentive to recommend you to rollover your retirement plan into an IRA, or transfer your assets to a product or service that would increase the IAR’s compensation over what he/she receives on an existing product or service. We disclose this conflict to you in our product and service materials, including for example this Brochure, the documentation provided to you at or before account enrollment, including for example the SIS, and other information provided to you. We also manage the potential for this conflict of interest by maintaining policies and procedures designed to ensure that IARs make recommendations that are in the best interest of the investor in the context of the products and services offered by the 11  Firm. Specifically, all recommendations to transfer assets from one product to another are reviewed by our Supervision department, the members of which do not receive any variable product-based compensation. Additionally, the Firm maintains a program for the review of these policies and procedures via compliance-related reviews and testing, and from time-to-time the Firm engages outside consultants and legal counsel to review, evaluate, and recommend changes to existing policies and procedures. Funds and Third-Party Model Managers. In the MIP UMA Program the Firm approves, and our IARs recommend, the selection and retention of UMA Model Managers (and their Allocation Models and SMAs). More information on Envestnet’s due diligence and review of UMA Model Managers is provided in Item 6 – Portfolio Manager Selection and Evaluation below. Some UMA Model Managers and their SMAs will generate more revenue for us over other options (such as those that generate lower transaction costs to absorb), at least some of the time. UMA Model Managers create and update the SMAs that allow you to invest in individual equities and/or fixed income securities (and, in some cases, mutual funds and/or ETFs) based on a particular investment style. UMA Model Managers create and update the Allocation Models that allow you to invest in funds and/or ETFs based on a particular investment style. Underlying Fund Fees and Expenses. Your mutual fund, closed-end fund and/or ETF investments in the MIP UMA Program are subject to certain internal fees and expenses, such as advisory, administrative, custody and other fees and expenses charged by the mutual fund, closed-end fund and/or ETF as applicable, which shareholders bear on a pro rata basis. Specifically for mutual funds, they offer a variety of share classes, which hold the same portfolio securities but differ in total cost due to the imposition of various fees (such as 12b-1 fees, sub-transfer agency and shareholder services fees). A higher cost share class of a particular mutual fund will result in lower investment performance compared to a lower cost share class of the same fund. The Firm does not typically use share classes of mutual funds that charge 12b-1 fees if there is a non-12b-1 share class available. If NFS uses mutual funds that charge a 12b-1 fee and such fee is received by NFS and is paid to VFA, any such fees will be rebated to clients. However, SMAs managed by the UMA Model Managers can use share classes that include sub- transfer agency and/or shareholder service fees, which compensate NFS for services it provides to such mutual funds (“Eligible Share Classes”). VFA generally seeks to include use the least costly Eligible Share Class available to the MIP UMA Program, however, UMA Model Managers are responsible for selecting the most appropriate share class for their discretionary assets. Note that there may be other less costly share classes offered by the mutual fund that (i) not available on the NFS platform, (ii) are available on the NFS platform but are subject to a surcharge imposed by NFS to trade such share classes, or (iii) are not available for use in the UMA Models due to constraints imposed by the mutual fund. In such instances VFA is not able to offer these lower cost share classes. VFA monitors on a periodic basis for the launch and availability of lower cost Eligible Share Classes on the NFS platform and will seek to exchange investors into such Eligible Share Classes on a periodic basis following the availability of such lower cost Eligible Share Class(es). The UMA Model Managers are responsible for the model allocations to the underlying mutual funds. Accordingly, the Firm cannot dictate which share class is used for these sleeves – that decision is controlled by the underlying UMA Model Manager. As part of its periodic review process, the Firm will work with its service providers, including Envestnet, to facilitate the exchange into a lower cost share class following the availability of such lower cost share class(es), but such decisions and timing are controlled by Envestnet or the underlying UMA Model Manager. In addition, other investment vehicles may be selected by the UMA Model Manager, including interval funds. Interval funds are a form of a closed-end fund which periodically offers to repurchase a limited percentage of its outstanding shares with the objective of providing its shareholders with access to illiquid investment strategies in order to seek enhanced risk-adjusted returns and as an alternative source of returns and/or income. Trading Through Other Broker-Dealers. The Program Fee covers investment advice, portfolio management services and trade execution services placed through NFS only. Envestnet and UMA Model Managers with discretionary authority over your account can execute trades through a broker-dealer other than NFS when they reasonably believe that another broker-dealer may effect trades at a price, including any commissions or dealer markup or markdown, that is more favorable to your account than would be the case if the Firm traded them through NFS. Even if the price is not more favorable, Envestnet or UMA Model Manager(s) may “trade away” from NFS based on other relevant factors in selecting a broker-dealer, including execution capabilities, speed, efficiency, confidentiality, familiarity with potential buyers or sellers, and available inventory. If Envestnet or the UMA Model Manager(s) effects trades through another broker-dealer, you typically will pay additional fees to compensate that broker-dealer for its services, including a commission, commission equivalent, markup/markdown, order handling fees, or fees imposed by an execution provider, exchange or clearing corporation, or other fees mandated by law. 12  Those fees are in addition to your Program Fee (and to the spread on securities traded in dealer markets) and will increase your overall cost to participate in the MIP UMA Program. It is expected that many of the equity (stock) trades will be executed by NFS. However, certain fixed income UMA Model Managers have historically directed most, if not all, of their trades to outside broker-dealers. These UMA Model Managers include, but are not limited to, those that offer municipal, corporate and convertible fixed income SMAs. If you transfer securities to fund your MIP UMA Program account, Envestnet may use an outside broker-dealer to sell those securities that are fixed income, hard to value, illiquid, or thinly traded, or to sell other securities that NFS cannot sell. The fees described above will be charged to you. Envestnet or the UMA Model Manager(s), as applicable, selects broker-dealers and is responsible for meeting its best execution obligations to the client. You should carefully review the UMA Model Manager’s or Envestnet’s brochure to learn whether and when it uses broker-dealers other than NFS to effect any trades. You also should carefully review all trading for your MIP UMA Program account to understand the frequency of trading through other broker-dealers and any additional trading costs that may be incurred. You should discuss these trades and any associated trading costs with your IAR. Other Costs Associated with the Purchase and Sale of ETFs. Your UMA Account may include ETFs and you should note that shares of an ETF trade on an exchange, and therefore, the value of such shares may differ from the value of the ETF’s underlying investments. ETFs may trade at a market price which reflects a “premium” or a “discount” to the net asset value (“NAV”) of their shares. If the market price is higher than the NAV, the ETF is said to be trading at a “premium.” If the price is lower, it is trading at a “discount.” Accordingly, ETFs may be purchased at prices that exceed the NAV of their underlying investments and may be sold at prices below such NAV. Under such circumstances the trading price of ETF shares sold at a discount may not mirror the NAV of the underlying investments of those ETF shares. Moreover, there are costs associated with purchasing and selling an ETF, called a “bid-ask” spread (the difference between what a buyer is willing to pay (bid) for an ETF and the seller’s offering (ask) price. All of these transaction costs (which do not apply to the purchase and sale of mutual funds) will adversely affect the performance of the UMA Models that include ETFs. Unique Considerations of Securities with a Focus on ESG Investing. Certain UMA Models or underlying investment options may include or focus on allocations to securities with an ESG or “sustainable” investment orientation (including mutual funds or ETFs); for these UMA Models, the UMA Model Manager selects investments or allocations to securities based on their view of the sustainability and ethical impact of an investment in a business or company. Mutual funds or ETFs whose names suggest a focus on ESG or “sustainable” investments and securities must invest at least 80% of their assets in that investment type which means that any Portfolios with investments in these types of funds will have a significant portion, if not all, of their assets invested accordingly. More information on the criteria they utilize to select or allocate investments within the mutual funds and/or ETFs is provided in the prospectuses for these mutual funds and ETFs. Accordingly, these types of investments screen out, and may forego certain potentially profitable investment opportunities in, specific companies and industries pursuant to the ESG and/or sustainability criteria established by the portfolio manager. If an underlying mutual fund or ETF in an UMA Model is focused on ESG and/or sustainability investing, it could result in lower performance results for such UMA Model compared to others that do not apply ESG and/or sustainability-focused exclusionary screens to screen out specific companies or industries. Also, not all investors agree in their views of what constitutes positive or negative ESG and/or sustainability characteristics and, as a result, an UMA Model may have an ESG and/or sustainability-focused investment selected by the portfolio managers for the mutual funds and/or ETFs, or for the UMA Models by the UMA Model Managers, which does not reflect the beliefs of any particular investor. The UMA Model Managers are responsible for the due diligence, screening, and monitoring of investments in these UMA Models based on their selected ESG and/or sustainability screening criteria. The screening and selecting strategies for investments using ESG-related criteria usually reduces investment choice and can result in exposures different from strategies or investments that do not consider such criteria. As a result, there is a risk that an UMA Model that was constructed with the consideration of ESG-related goals may generate lower financial returns than one that was not constructed with the consideration of ESG factors. For example, mutual funds and/or ETFs that incorporate ESG factors into the investment process may limit their exposure to certain types of investments which may generate higher returns. Also, an investment in an ESG-focused fund may be less diversified relative to funds with similar strategies that do not have an ESG focus. The consideration of ESG-related information in the construction of your UMA Model should not be viewed as a guarantee that your ESG-related goals or the ESG-related goals of the underlying investments will be met. Neither the Firm nor your IAR will manage or monitor your account on an ongoing basis from an ESG-related perspective. While certain holdings in 13  your UMA Model may seek ESG-specific outcomes, there is no guarantee such results will be achieved by the issuer or manager of the security. Item 5 - Account Requirements and Types of Clients The Firm offers the services described in this Brochure primarily to U.S.-domiciled individuals, including high net worth and ultra-high net worth individuals. The Firm may, in limited instances, offer these services to entities, such as partnerships and trusts. You will be required to meet certain minimum requirements for investable assets as described in this Brochure. To enroll in the MIP UMA Program and also the Overlay Services, and utilize the services described in this Brochure, you will enter into an Investment Advisory Agreement, a Brokerage Agreement, and also complete an Account Application and SIS. Some clients (e.g., a trust) may be required to submit additional documentation in order to open an account. The Brokerage Agreement governs the brokerage services provided by NFS in connection with your enrollment. You should discuss with your IAR the Firm’s minimum account balance requirements to open an MIP UMA Program account. Each UMA Model Manager sets its own minimum investable balance requirement. As a result, you may not be able to invest in a particular investment option if the amount to be invested would be less than the investment option minimum. Consult with your IAR for a description of the investment option investment minimums; for the sleeves refer to each UMA Model Managers’ Brochures for more information. The Firm reserves the right to terminate an account if the assets in an account fall below the UMA Model Manager minimums and cannot be managed according to the SIS. The Firm may, in its discretion, close the account and transfer your assets to a standard brokerage account. Once in a standard brokerage account, such assets will not be managed and will be subject to the fees and charges normally assessed by the Firm and/or NFS on its brokerage accounts. More information about these fees and charges is provided in your Brokerage Agreement and in Item 4 of this Brochure. Accounts cannot be aggregated, even if they are beneficially owned by the same person or entity, for the purpose of meeting the minimum thresholds. Initial asset value less than the minimum account opening amount will not be managed under the selected Program but will be placed in a money market fund until the asset value reaches the required minimum account opening amount and be subject to the fees and charges normally assessed by the Firm and/or NFS as described in this Brochure. The mutual fund allows clients to have their cash balances awaiting investment (e.g., from cash deposits, securities transactions, dividend and interest payments, and other activities) automatically deposited into a core account investment vehicle that NFS makes available. The money market fund used is managed by Fidelity, which is affiliated with NFS. The Firm does not select these investment vehicles that NFS makes available for the program. Once the required account opening amount is reached, your assets will then be invested in accordance with your UMA Model. You may make additional contributions to your account at any time subject to the above minimums. Contributions can be funded with cash or marketable securities (see below for more information on securities-funded contributions). Additional contributions are allocated initially to the cash sweep option and will remain there until your account is rebalanced or the cash allocation in your account reaches certain parameters. If you contribute marketable securities to an account, the Firm and Envestnet have the right to liquidate those securities holdings in their sole discretion. Accordingly, you should be aware that a reasonable amount of time is necessary to execute such trades and you should consider the cost, if any, of sales charges previously paid or to be paid upon such redemption, which are in addition to the Program Fee you will pay. Also, such redemptions might have tax consequences for you that should be discussed with your independent tax advisor before making any redemptions. If you own shares of a marketable security outside of the MIP UMA Program and want to transfer such shares into the MIP UMA Program, Envestnet will attempt to rebalance your account in accordance with your Portfolio Guidelines, if necessary. This means that if all of the shares of the marketable securities cannot be transferred into the MIP UMA Program without causing your account to be out of balance with the selected investment objective for your account as set forth in your Proposal and SIS, those shares that would cause your account to be out of balance will be sold by Envestnet at its discretion. The proceeds of the sale will be used to purchase other securities in accordance with your Proposal and SIS guidelines. The Firm and Envestnet retain the right to liquidate any marketable securities transferred in-kind into your account. Since transferring shares of a marketable security held outside the MIP UMA Program into the MIP UMA Program may trigger sales of marketable securities in your account, such transfers may result in a taxable event in which capital gains or other taxes apply. You should consult with your tax professional before initiating the transfer. Transferring marketable securities held outside the MIP UMA Program 14  into the MIP UMA Program may result in a taxable event to which capital gains or other taxes apply. The proceeds of the sale will be used to purchase other securities in accordance with guidelines set forth in your Proposal and SIS. Unsupervised Positions. Any assets transferred into your account will generally be sold, unless such assets are used to fulfill an allocation within your account. There are two circumstances in which the assets transferred into your account will be maintained outside of your selected Portfolio (“Unsupervised Positions”). The most common circumstance is when assets transferred into your account are not part of the Portfolio’s model holdings and cannot be liquidated or rebalanced, for some reason, for example, because they are illiquid or cannot otherwise be sold through Envestnet’s normal processes (i.e., as part of an account rebalance). Unsupervised Positions will not be included in the assets used to calculate your account fee or performance, provided that such assets are categorized as Unsupervised Positions before being transferred into your account or that the Unsupervised Positions are identified by Envestnet before an account is incepted. Advisory services will not be provided with respect to Unsupervised Positions. If the Unsupervised Position is accepted into your account after the account has been incepted, then such assets will be included in your fee and performance reporting until categorized as an Unsupervised Position. Any information your IAR or VFA furnishes you is for educational purposes only and not intended as a recommendation. Neither your IAR nor VFA will monitor your Unsupervised Positions, and Unsupervised Positions will not be taken into consideration by your IAR, VFA, Envestnet, or any Strategist or Separate Account Manager when deciding how to invest the assets in your account or whether your Account is consistent with your risk tolerance. Neither VFA nor your IAR will have the discretion to sell Unsupervised Positions without your instruction. Because VFA and IARs are not compensated on Unsupervised Positions, VFA and its IAR have an incentive to encourage you to liquidate an Unsupervised Position and reinvest the proceeds as quickly as possible in your account. If you hold Unsupervised Positions in your account, such holdings will be reported along with your Program Assets on your statements from NFS and will be noted accordingly. They will also be listed separately on the Quarterly Performance Review (defined below), but they will not be taken into consideration in calculating the performance of your Portfolio. The only options with respect to Unsupervised Positions are to (1) liquidate the position(s) and have the proceeds invested according to the allocation used in your Portfolio; or (2) transfer the Unsupervised Positions into a separate retail brokerage account which will be governed by its own terms and conditions. Item 6 - Portfolio Manager Selection and Evaluation Selection of Available Investment Options The IAR selects an UMA Model in the MIP UMA Program. In general, to populate UMA Models, your IAR selects the UMA Model Managers from the universe that Envestnet has granted an “Approved” research status. More information on Envestnet’s research and due diligence process, and the arrangements Envestnet has with UMA Model Managers available through its platform and made available to wrap fee program sponsors, such as the Firm, is available in Envestnet Asset Management, Inc.’s Part 2A Brochure available at www.adviserinfo.sec.gov. Notwithstanding the review and selection processes of your IAR, the Firm, and Envestnet, you should be aware that investing in the investment options is subject to market risk and possible loss of principal. The purpose of each screening process is to identify investment options that satisfy certain minimum investment criteria. Envestnet’s investment options selection criteria and screening process are not applied to the cash sweep option. More information about this option is provided in the “Cash Management Features” section. Neither Envestnet’s nor the Firm’s investment options selection criteria and screening process or applies to mutual funds or ETFs included in an SMA. The Firm does not charge any performance-based fees in the MIP UMA Program (fees based on a share of capital gains on or capital appreciation of the assets of a client). UMA Model Managers Your IAR selects the UMA Model Managers from Envestnet-approved options for the MIP UMA Program. The Firm and your IAR monitors the UMA Model Managers and the UMA Models. The Firm or your IAR, at any time and at their discretion, may replace a UMA Model Manager in your account with another approved UMA Model Manager and/or add other UMA Model Managers to your account. Additionally, Envestnet will notify the Firm when an UMA Model Manager fails to meet Envestnet’s screening criteria and will recommend appropriate replacement UMA Model Managers. 15  Envestnet creates an UMA Model Manager Profile information sheet on each UMA Model Manager, which includes information on the strategies that each UMA Model Manager creates and/or manages for the MIP UMA Program. UMA Model Manager Profiles are available from the IAR. Additional Information – IAR Prerequisites In order to become an IAR of the Firm and provide services to you as described in this Brochure on behalf of the Firm, your IAR must fulfill a series of prerequisites including, but not limited to completing on-line training courses, meeting certain Firm defined compliance and business conduct standards, and adhering to the Firm’s Code of Ethics, which is described in Item 9 of this Brochure. If your IAR is unable to continue servicing your account for any reason, the Firm will assign your account to another IAR. If the Firm cannot reassign your account to another IAR, it will notify you and terminate your Agreement upon notice to you. You can terminate your participation in the MIP UMA Program at any time. Due Diligence on Envestnet The Firm conducts due diligence on Envestnet, generally on an annual basis. The due diligence includes a review of Envestnet’s organization, personnel, investment philosophy, investment process (asset allocation and investment selection), due diligence process, performance, and back office. The annual due diligence typically includes site visits to some of the Envestnet offices. The Firm does not calculate Envestnet’s investment performance or review its performance information in order to determine or verify (i) its accuracy or compliance with any presentation standards, or (ii) if such information is calculated on a uniform or consistent basis. Furthermore, the Firm does not advertise or publish any information about its own investment performance. Due Diligence on UMA Model Managers An Envestnet portfolio management team conducts due diligence on all UMA Model Managers utilized with the MIP UMA Program based on their proprietary due diligence methodology to determine which managers can be made available to serve as an UMA Model Manager for your UMA Account. More information on Envestnet PMC’s due diligence process is available in Envestnet Asset Management, Inc.’s Part 2A Brochure available at www.adviserinfo.sec.gov. Your IAR will recommend one or more UMA Model Managers from this list of managers provided by Envestnet. Envestnet, in consultation with the Firm, will provide ongoing manager oversight of these UMA Model Managers. Services provided by Envestnet Envestnet is an investment management firm founded in 1999 that provides investment management and investment advisory services through independent investment advisors such as the Firm. The MIP UMA Program is generally made available by Envestnet through certain of the Firm’s IARs. Envestnet provides services, including the technology platform, to the Firm for the MIP UMA Program. Envestnet rebalances clients’ accounts (based on instructions from their respective IARs or the UMA Model Manager) and implements investment recommendations and places trades for your IAR and, with limited exceptions described in Item 4 above, also for your UMA Model Manager. Envestnet develops the recommended Overlay Models available within each risk profile in the MIP UMA Program, as well as create and maintain the risk tolerance questionnaire used in the MIP UMA Program and creates the logic to map the results of the questionnaire to your risk profile. For the MIP UMA Program, Envestnet conducts due diligence services for the Firm on the mutual funds, ETFs, Allocation Models, and SMAs available. The Firm limits its consideration of investment options to the UMA Model Managers, mutual funds, ETFs, Allocation Models, and SMAs (as applicable) that Envestnet pre-screens and approves for the Firm’s consideration. The Firm approves the UMA Model Managers and the Allocation Models available in the MIP UMA Program, but not the specific mutual funds or ETFs available in the Allocation Models. Item 7 - Client Information Provided to Portfolio Managers Envestnet provides the operational and system support for the services described in this Brochure, and the UMA Model Managers are responsible for the design and management of the underlying investment options in the UMA Models as described above. Envestnet and the UMA Model Managers do not have a direct relationship with you. It is important to periodically review your Client Profile information with your IAR and make any applicable updates should your retirement objectives or investment circumstances change. 16  Based on your responses to the Client Profile Questionnaire, your IAR will recommend an UMA Model Manager from a list of UMA Model Managers for which Envestnet has made conducted its internal due diligence and available for to you. Your IAR will present recommendations for your review and approval. Once you approve the UMA Model it will be implemented. A review may be initiated by you any time you experience changes in your personal or financial circumstances, or changes occur in market conditions. The list of UMA Model Managers available within the MIP UMA Program for which you chose your UMA Model Manager is reviewed and/or updated periodically by Envestnet. Item 8 - Client Contact with Portfolio Managers For information about your account, you should contact your IAR. Your IAR is also available to accept inquiries from you about Envestnet and UMA Model Managers, as well as each of their roles for the services described in this Brochure and will coordinate the provision of their responses to you. You should not contact Envestnet or the UMA Model Manager directly because they rely on the IAR and the Firm to address direct client inquiries. Item 9 - Additional Information Disciplinary Information We are required to disclose any legal or disciplinary events that are material to our clients or our prospective client's evaluation of our investment advisory business or the integrity of our management. The following are disciplinary events relating to the Firm and/or our management personnel. On November 28, 2016, without admitting or denying FINRA findings, the Firm submitted a letter of acceptance waiver or consent for the purpose of settling alleged NASD and FINRA rule violations that it failed to: (1) have a reasonable system or process/procedures designed to address, analyze or review the conflicts of interest in its compensation program or to ensure that balanced disclosures was provided to the investors regarding such compensation program, (2) to maintain adequate systems and procedures to supervise the sale of variable annuities to retail brokerage customers, (3) maintain supervisory procedures and training materials that provide registered representatives and principals guidance or suitability considerations for sales of different variable annuity share classes, including L-share variable annuities, (4) enforce supervisory procedures requiring that certain emails flagged by its email surveillance system be reviewed by designated Firm supervisors, (5) establish a reasonable system and procedures to supervise its complaint reporting responsibilities, and (6) failed to issue account notices at account opening and then on 36-month intervals for certain brokerage customers. The Firm was censured and fined $1,750,000. In April 2017, VALIC entered into a consent judgment with the State of Indiana wherein VALIC was fined $75,000 in connection with a privacy breach that was disclosed in 2013/2014 to regulators and impacted customers. In November 2017, VALIC entered into a settlement agreement with the Minnesota Department of Commerce wherein VALIC was fined approximately $177,000 in connection with unclaimed property procedures. On June 3, 2019, without admitting or denying any findings of fact or conclusions of law, the Firm settled a matter with the Securities Enforcement Branch (“SEB”) of the Hawaii Department of Commerce and Consumer Affairs. As part of the settlement, the Firm entered into a consent order with the SEB (the “Consent Order”), which states that the Firm failed to supervise a registered representative who had submitted a transaction without proper customer authorization. Pursuant to the Consent Order, the Firm paid a fine of $10,000. On July 28, 2020, the SEC issued an order 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 and Rule 206(4)-7 thereunder. VFA neither admitted nor denied the SEC’s findings. Solely for the purpose of settling this proceeding, VFA consented to a cease-and-desist order, a censure, to pay to affected investors disgorgement of $13,232,681 and prejudgment interest of $2,211,072, and to pay a $4.5 million civil monetary penalty. VFA also agreed to review and correct as necessary all relevant disclosure documents concerning mutual fund share class selection, revenue sharing, transaction fees, and 12b-1 fees, and to comply with certain other related undertakings as well. 17  On July 28, 2020, the SEC issued an order 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. VFA also agreed to cap the management fee for the GPS Program for participants currently enrolled in this program in 403(b) and 457(b) plans offered by Florida K-12 schools, and to also offer this rate to any 403(b) and 457(b) participants offered by Florida K-12 schools who enroll in the GPS Program through the Portfolio Director annuity within the next five years. This capped rate will remain in effect for such participants for the duration of enrollment in the GPS Program. VFA also agreed to comply with certain other related undertakings as well. On January 8, 2021, the Firm completed an 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. Material Risks Investing in securities involves risk of loss that investors should be prepared to bear. All investments present the risk of loss of principal – the risk that the value of securities, when sold or otherwise disposed of, may be less than the price paid for the securities. Even when the value of the securities when sold is greater than the price paid, there is the risk that the appreciation will be less than inflation. In other words, the purchasing power of the proceeds can be less than the purchasing power of the original investment. You should carefully read a copy of the Model Manager’s and/or UMA Model Manager’s Brochures (as applicable to your account), current prospectuses, or other disclosure documents, prior to investing. Those disclosure documents contain information regarding any fees, expenses, investment objectives, investment techniques, and risks associated with their respective investments. The investment returns on your account will vary and there is no guarantee of positive results or protection against loss. No warranties or representations are made by the Firm concerning the benefits of participating in the services offered by the Firm as described in this Brochure. In general, the Firm relies on third-party investment advisers and money managers to perform investment related research and to provide allocation and securities recommendations, including recommendations to reallocate and rebalance portfolios. Please refer to Item 4 of this Brochure for a description of our services and the services provided by third-party investment advisers and money managers. When reviewing third-party investment advisers and money managers, the Firm examines factors such as the experience, expertise, investment philosophies, firm infrastructure and past performance of investment advisers and money managers, initially and on an ongoing basis, in an attempt to determine if that investment adviser or money manager has reasonably demonstrated an ability or the potential to meet their investment objectives over a period of time and in different economic conditions. A risk of investing with a third-party manager who has been successful in the past is that he/she may not be able to replicate that success in the future. Third-party managers may themselves utilize third-party research as the basis for their investment recommendations under these Program. Please refer to the Envestnet Brochure and each Model Manager and/or UMA Model Manager Brochure for more information. Given the wide range of investments in which your account may be invested, there is similarly a very wide range of risks to which your assets may be exposed. This Brochure does not include every potential risk associated with an investment strategy, or all of the risks applicable to a particular account. Rather, it is a general description of the nature and the risks of the strategies and securities and other financial instruments in which accounts may invest. You should refer to the prospectus or other offering materials that it receives in conjunction with certain investments made in your account for a complete list of risks associated with that investment. 18  Set forth below are certain material risks to which a client might be exposed in connection with the MIP UMA Program; this list is not an exhaustive list of material risks. Equity Securities Risk — Equity securities (common, convertible preferred stocks and other securities whose values are tied to the price of stocks, such as rights, warrants and convertible debt securities) could decline in value if the issuer's financial condition declines or in response to overall market and economic conditions. A fund's principal market segment(s) – such as large cap, mid cap or small cap stocks, or growth or value stocks – can underperform other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies can involve greater risk and price volatility than investments in larger, more mature companies. Fixed-Income Securities Risk — Fixed-income securities are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when interest rates rise, and an issuer of fixed income securities could default on its payment obligations. Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as to perceptions of the creditworthiness and business prospects of individual issuers. Fixed income securities involve credit risk if an issuer defaults on making interest payments, inflation risk, and interest rate risk as interest rates can rise faster than the rate on the fixed income security. Asset Allocation Risk — Your account may be a stand-alone asset allocation strategy or part of an overall asset allocation strategy and your IAR may recommend a focused or completion model primarily to complement an existing investment strategy. All strategies implemented by the Firm involve a risk of loss that you should be prepared to bear. Asset allocation, often referred to as “traditional” or “strategic” asset allocation, is a strategy that seeks to diversify assets across various types of asset classes. Asset classes could include broad asset classes (such as equity or fixed income), or sub- asset classes (such as large cap, small cap, or international). The weights assigned to each asset class are expected to result in an overall portfolio with risk and return characteristics that meet your investment objectives. Asset allocation assumes that the mix of asset classes will remain fairly consistent over a long period of time. Your asset allocation targets typically are not changed unless your circumstances or objectives change. There are risks associated with asset allocation. One such risk is that you may not participate in sharp increases in a particular security, industry or market sector. If you have such an asset allocation you may not achieve your investment objectives and may lose money. Tactical asset allocation is a strategy that actively adjusts a portfolio’s asset allocation based upon short-term trends that could include financial market trends, economic cycles and asset class valuations. Based upon short-term assumptions, the portfolio allocations to certain asset classes are increased, while the portfolio allocations to other asset classes are decreased. There are risks associated with tactical asset allocation. If you have a tactical asset allocation strategy you may not achieve their investment objectives and may lose money. Tactical asset allocation is a market timing strategy, but its risk lies more in asset categories rather than individual securities. At different points in time, the tactical asset allocation and structure of your Portfolio vary significantly. There is no guarantee a tactical asset allocation will correctly predict or track market movements or that it will provide comparable returns or decreased volatility relative to traditional strategic asset allocation Program. Clients in tactical asset allocations are relying significantly on the skills and experience of the manager’s ability to correctly judge changes in market behavior and construct a portfolio that predicts market behavior. In addition, even if the portfolio is correctly positioned, there is no guaranty that you will not experience substantial losses. The tactical asset allocation results in a portfolio may experience frequent trading in order to take advantage of anticipated changes in market conditions. A high level of portfolio turnover may negatively impact performance by generating greater tax liabilities and brokerage and other transaction costs. Focused or completion strategies are portfolios that are concentrated in a certain asset class or deploy a specific strategy. Generally, focused or completion strategies are used to complement other holdings. There are unique risks associated with focused and completion strategies, such as increased volatility since portfolios are often concentrated in a particular asset class. Alternative Mutual Funds Risk — Alternative mutual funds are publicly offered mutual funds that have many of the same protections as other registered investment companies but accomplish investment objectives through non-traditional investments and trading strategies. Alternative mutual funds are speculative and involve significant risks including but not limited to those associated with the use of derivative instruments for hedging or leverage, liquidity and volatility risks associated with distressed investments, liquidity risks associated with restrictions on securities purchased in an initial public offering or from privately held issuers, currency risk due to investments in or exposure to foreign assets or instruments, and risks associated with short selling of securities. 19  Closed-End Funds: Interval and Tender Funds – You should be aware that closed-end funds available within the MIP UMA Program may not give you the right to redeem your shares, and a secondary market may not exist. Therefore, the Firm or NFS may be unable to liquidate all or a portion of shares in these types of funds in an account. Interval funds will provide limited liquidity to shareholders by offering to repurchase a limited number of shares on a periodic basis, but there is no guarantee that the Firm or NFS will be able to sell all of the shares in any particular repurchase offer. The repurchase offer program may be suspended under certain circumstances. Tender funds typically invest in private securities, private placements, or other investments that have low to no liquidity. Unlike interval funds, tender funds are not obligated to offer to repurchase shares. Tender Funds have specific redemption dates (i.e., quarterly), which are announced approximately three weeks before the tender trade date. This means that NFS can only place sell orders on the actual tender date. Clients should be aware that the Firm will continue to charge advisory fees on assets invested in Interval and Tender Funds even during periods of limited liquidity. Convertible and Preferred Securities — Convertible and preferred securities have many of the same characteristics as stocks, including many of the same risks. In addition, convertible securities may be more sensitive to changes in interest rates than stocks. Convertible securities may also have credit ratings below investment grade, meaning that they carry a higher risk of failure by the issuer to pay principal and/or interest when due. Credit Risk — The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. An account that deals with counterparties in the investment of its assets may be subject to credit risk, including accounts that invest in private credit (credit not issued by a bank or traded on the public markets). Depositary Receipts Risk — Depositary receipts, such as ADRs, are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including among other things, political, social and economic developments abroad, currency movements, and different legal, regulatory and tax environments. Duration Risk — Longer-term securities in which an account may invest tend to be more volatile than short-term securities. A Portfolio with a longer average portfolio duration is more sensitive to changes in interest rates and therefore may experience greater volatility, than a portfolio with a shorter average portfolio duration. Fixed Income Market Risk — The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, fixed income securities will decrease in value if interest rates rise and vice versa. Declines in dealer market-making capacity as a result of structural or regulatory changes could decrease liquidity and/or increase volatility in the fixed income markets. In the case of foreign securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. In response to these events, a portfolio’s value may fluctuate and its liquidity may be impacted. Additionally, a mutual fund may experience increased redemptions from shareholders, which may impact the mutual fund’s liquidity or force the mutual fund to sell securities into a declining or illiquid market, which could result in a loss to the account. Cybersecurity — The Firm’s business is highly dependent upon information and computer systems, including those of third parties and their service providers. Those computer systems have been, and will likely in the future be, subject to or targets of unauthorized or fraudulent access, including physical or electronic break-ins or unauthorized tampering, as well as attempted cyber and other security threats and other computer-related penetrations. Like other financial services companies, the Firm, its service providers, and business partners are and will continue to be subject to cybersecurity and technology risks, such as malware and computer virus attacks, ransomware, unauthorized access, business e-mail compromise, misuse, denial-of-service attacks, system failures and disruptions. In addition, the Firm routinely transmits, receives and stores personal, confidential, and proprietary information by electronic means. Although the Firm employs various measures designed to keep such information and its computer systems confidential and secure, there is no guarantee that such measures will be fully effective, and the Firm may be unable to effectively protect such information or computer systems so in all events. Cyber-attacks, other cyber-related risks, and technology outages could adversely impact the Firm’s business or the Firm’s ability to effectively provide its services, potentially resulting in financial losses to the Firm’s clients. Those events could also result in a loss of confidential information, including personal information, give rise to remediation or other expenses, expose the Firm to liability under U.S. federal and/or state laws and regulations, or subject the Firm to litigation, investigations, sanctions and regulatory and law enforcement action, and result in reputational harm and loss of business, which could have a material adverse effect on the Firm’s business operations. Similar adverse consequences could result from cybersecurity breaches 20  affecting issuers of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, and other financial institutions; and other parties. In addition, substantial costs may be incurred by the Firm and those other entities in order to prevent any cybersecurity breaches in the future. The Firm is also subject to a variety of evolving privacy and information security laws and regulations that expose the Firm to heightened regulatory scrutiny and require the Firm to incur significant technical, legal and other expenses in an effort to ensure and maintain compliance. If the Firm is found not to be in compliance with these laws and regulations, the Firm could be subjected to significant civil and criminal liability and exposed to reputational harm. Other Financial Industry Activities and Affiliations VFA is a wholly owned subsidiary of VALIC, which is a Texas-domiciled insurance company and is an SEC-registered investment adviser. VALIC is primarily engaged in the offering and issuance of fixed and variable annuity contracts and combinations thereof. Annuities are issued by VALIC or The United States Life Insurance Company in the City of New York (“USL”), New York, NY. Guarantees are backed by the claims-paying ability of the issuing insurance company and each company is responsible for the financial obligations of its products. Beginning January 1, 2026, USL will be Corebridge Financial’s sole authorized issuer of new annuities in New York. VFA is also a registered broker-dealer with the SEC and a member of FINRA. VFA is regulated by the Municipal Securities Rulemaking Board, and state securities and insurance regulatory bodies. VFA is also a member of the Securities Investor Protection Corporation established under the Securities Investor Protection Act of 1970. In this capacity, VFA may transact in various types of securities, including, but not limited to, stocks, bonds, variable investment products and mutual funds. VFA, as well as our financial advisors, receive separate compensation for securities transactions effected through the Firm.   Corebridge Capital Services, Inc. (“CCS”) is an affiliate of the Firm. In its capacity as a registered broker-dealer, CCS acts as principal underwriter for the offer, sales and distribution of the variable annuity contracts issued by VALIC and its affiliates and as principal underwriter and distributor of the mutual funds advised by VALIC. SAAMCo is an affiliate of the Firm. SAAMCo serves as an administrator and investment sub-adviser to certain mutual funds advised by VALIC.  VALIC Trust Company Inc. , an affiliate of the Firm, acts as custodian/trustee for employer-sponsored retirement plans for which the Firm provides enrollment, education and advisory services to individual plan participants.  VALIC Retirement Services Company (“VRSCO”) is a wholly owned subsidiary of VALIC and an SEC-registered transfer agent for mutual funds advised by VALIC. VRSCO is also a record keeper and service provider to certain retirement plans for which the Firm provides enrollment, education and advisory services.  VALIC Company I (“VC I”) is registered under the Investment Company Act of 1940 as an open-end management investment company. Subject to the authority of VC I’s Board of Directors, VALIC serves as the investment adviser to each Fund (as defined below) and conducts the business and affairs of VC I. VC I consists of separate investment portfolios (the “Funds”), each of which is, in effect, a separate mutual fund issuing its own separate class of shares of common stock. The Funds are offered as underlying investment options within VALIC-issued variable annuity contracts and as mutual funds in employer-sponsored retirement plans for which VFA offers the GPS Program and GPA Programs, as applicable. SAAMCo provides certain accounting and administrative services to certain of the Funds. CCS serves as VC I’s agent in the distribution of Fund shares to the VALIC separate accounts, separate accounts of other life insurance companies that may or may not be affiliated with VALIC, and, subject to applicable law, to qualified pension and retirement plans and individual retirement accounts outside of the separate account context. VRSCO provides transfer agency services to the Funds, including shareholder servicing and dividend disbursement services.  USL is a wholly owned subsidiary of Corebridge Financial. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading The Firm has adopted a Code of Ethics (“Code”) for which it periodically reviews and updates. The Firm will provide a copy of its current Code to clients and prospective clients upon request by contacting us 866-544-4968. 21  The Firm, as an investment adviser, has a fiduciary duty to act in the best interests of its advisory clients. The Code requires honest and ethical conduct by all our supervised persons, compliance with applicable laws and governmental rules and regulations, the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code, and accountability for adherence to the Code. The Code is designed to protect the organization and its clients from damage that could arise from a situation involving a real or apparent conflict of interest. While it is not possible to identify all possible situations in which conflicts might arise, this Code is designed to set forth our policy regarding the conduct of our supervised persons in those situations in which conflicts are most likely to develop. Supervised persons are expected to adhere to the Code and are also expected to follow procedures for the reporting any violations of the Code. For access persons, the Firm requires that certain securities transactions be disclosed and/or reported. Access persons are any of the Firm’s supervised persons who have access to non-public information regarding any investment advisory client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund (as defined in the Code) or any person who is involved in making certain types of securities recommendations to investment advisory clients, or who has access to such recommendations that are non-public. In our capacity as a broker-dealer, we provide to our clients a variety of products and services for which we are compensated. If an advisory client chooses to utilize our services as a broker-dealer, VFA and registered representatives, who are also IARs, may earn compensation in the form of brokerage commissions in addition to advisory fees. Our registered representatives may recommend to you the purchase or sale of investment products in which we or a related entity may have some financial interest, including, but not limited to, the receipt of compensation. Privacy Policy Protecting customers’ personal information is important to the Firm. Therefore, the Firm has instituted policies and procedures to keep customer information confidential and secure. The Firm does not disclose any non-public personal information about its customers or former customers to any non-affiliated third parties except as required by or permitted by law. In the course of servicing a client account, the Firm may share some information with its service providers, such as transfer agents, custodians, broker-dealers, accountants, and attorneys. The Firm delivers a copy of its privacy policy to prospective clients prior to establishing a client relationship with VFA and to all VFA clients annually, thereafter. Review of Accounts The Firm is responsible for the operation of the services described in this Brochure. Services Provided by the Firm and Your IAR. The Firm, through your IAR, will be available during business hours to answer any questions that you may have regarding your account and/or to provide client services related to your account. The Firm will notify you in writing at least quarterly to contact the Firm if there have been any changes in your financial situation or investment objectives that might affect the manner in which your account assets should be managed, and whether you wish to add, or modify any existing, investment restrictions imposed on the investments in your account, or whether there have been any changes in your investment objectives that might affect the manner in which your assets should be managed. The Firm, or your IAR, will also contact you at least annually to review your account and to inquire whether anything has changed in your financial circumstances or investment objectives that might affect the manner in which your account assets should be managed and if you would like to add to, remove or modify any previously accepted investment restrictions imposed on the account. Additionally, the Firm, your IAR, and Envestnet monitor the activities of your account on a periodic basis. The Firm will notify your IAR regarding an account, or to take any corrective actions as required by the Firm’s policy, where appropriate. Your IAR is available on an ongoing basis to discuss your enrollment in the services described in this Brochure or your investments in general. Services provided by Envestnet. On an ongoing basis, Envestnet maintains the software utilized to generate the Proposal and SIS. Additionally, Envestnet has an ongoing responsibility for implementing securities trades according to the UMA Models. Envestnet shall also observe any client-imposed investment restrictions that Envestnet and/or the UMA Model Manager, as applicable, have accepted. Envestnet has the authority to make securities trades through NFS in your account as necessary to fulfill its obligations hereunder. This includes the authority to make appropriate investment option and securities replacements and UMA Model 22  changes as described herein. You will be notified of such changes through confirmations and account statements from the Custodian. You do not have the ability to opt out of this requirement.  Cash Allocation. The UMA Models are designed to maintain a minimum cash allocation in the cash sweep option to facilitate administration of the entire investment portfolio (across multiple sleeves, if applicable), including, but not limited to, trading and fee collection. There may be instances when the cash allocation temporarily exceeds the target due to standard operational processing, such as the changing of investment options, processing of your contributions or withdrawals, or during the initial investment of your account. If the amount of your account invested in the cash sweep option varies beyond a determined maximum cash allocation, then your account will have purchases made into other positions in your allocation. The Firm, Envestnet and the UMA Model Managers each have the right to invest cash into other positions in the allocation to resolve for drift in the assets invested in the cash sweep option.  Periodic Rebalancing. Envestnet will monitor your account on an ongoing basis and will rebalance your account periodically. Envestnet may rebalance your account at any time at its discretion to make the account’s asset allocation consistent with the UMA Model investment guidelines and the applicable asset allocation and concentration parameters.  Style and Asset Allocation Drift. If you impose restrictions on your MIP UMA Program account, this may result in style or asset allocation drift over time. This can occur if a certain security or asset class has a dramatic move that alters its relative portfolio weight. This will result in your account’s asset allocation diverging significantly from its intended allocation as otherwise intended by the UMA Model Manager or your IAR. Envestnet is responsible for the management and oversight of the UMA Models, including the Tax Overlay and Impact Overlay Services. This includes the authority to make appropriate investment option and securities replacements and UMA Model changes as described herein. You will be notified of such changes through confirmations and account statements from the Custodian. You do not have the ability to opt out of this requirement while enrolled in either or both of the Tax Overlay and Impact Overlay Services. Further details of Envestnet’s ongoing responsibilities under the Program can be found in the Envestnet Brochure available at www.adviserinfo.sec.gov. Written Reports You will receive quarterly written reports from Envestnet that itemizes the activity in your account during the preceding quarter, the current asset allocation, and the market value of the account. The report will also provide market commentary, a breakdown of investments, and an account summary that includes the beginning balance, end-of-quarter balance, and year- to-date values. Additionally, NFS will provide you trade confirmations and quarterly account statements for your account. You will also receive all statements and forms required to be provided to you for tax reporting purposes. Other Compensation; Client Referrals Other Compensation. The Firm maintains a program under which its representatives are eligible to attend an annual conference and/or other incentive trips sponsored by Corebridge Financial and/or VALIC which are based on their achievement of certain sales goals and plan enrollments. Certain of the Firm’s top-earning IARs are designated as President’s Circle members and receive additional compensation and benefits. Qualification for the annual conference and/or incentive trips as well as membership in the President’s Circle is based on total compensation and plan enrollments as described in this Brochure and is not based on any specific product or category of products. However, because eligibility is based on the IAR’s total compensation, IARs are incentivized to have clients purchase additional products and services, enroll individuals in plan- sponsored programs, and add assets to existing products and services, and to transfer assets to products and services that generate higher levels of compensation for the IAR. With respect to each of the Firm’s advisory programs, a portion of the advisory or program fees you pay to the Firm is paid to the IAR. Generally, the percentage of fees that the Firm pays to your IAR from the GPS Program, the GPA Program and/or MIP increases based on a rolling 12-month period as the IAR’s aggregate compensation from both the sale of securities/insurance products and the receipt of advisory fees reaches certain thresholds during that rolling time period. This increase in compensation to the IAR will not increase the fees you pay to the Firm but does trigger the compensation conflict described in this section. More information is provided in the section above “Compensation and Conflicts of Interest”. The compensation that your IAR receives from substantially all compensation sources counts towards your IAR’s qualification for non-cash awards, trips and other non-cash benefits offered by the Firm. The Firm may implement a Program under which 23  IARs may be eligible to win non-cash awards, trips and other non-cash benefits offered by the Firm for certain sales efforts relating to enrollment in employer-sponsored retirement plan accounts, among other factors. Similar to other sales-based Program, such non-cash awards are not based on the sale of any specific product or category of products. These Program will not change the fees that you pay for advisory services. The Firm utilizes NFS as its clearing broker based on the high quality of services it provides which the Firm believes are in its clients’ best interest. NFS provides the Firm all net profits on trading errors in various accounts the Firm has with NFS, including the MIP UMA Program, which gives the Firm an incentive to use its account at NFS for trade execution. The Firm also receives an annual payment from NFS, in the form of a credit, for transferring client accounts and/or clients’ cash and securities to the NFS platform, subject to certain terms and conditions. This credit is applicable to rollovers, distributions, and other client contributions; it is exclusive of any increases or decreases in the value of securities or assets after conversion to the NFS platform. The Firm is incentivized to transfer clients’ accounts and/or assets to the NFS platform as a result of the credit paid by NFS to the Firm, resulting in a conflict of interest for the Firm. The Firm mitigates this conflict through our ongoing assessment of the services that NFS provides to ensure that retaining NFS continues to be in our clients’ best interests, as well as the disclosure provided herein. The Firm’s agreement with Envestnet indicates that Envestnet will reduce certain of its fees if assets under management attributable to the Firm’s accounts reach specific thresholds. Accordingly, as the Firm’s assets increase on the Envestnet platform and reach such thresholds, the Firm retains a higher portion of the Program Fee. Accordingly, the Firm has an incentive to increase clients’ assets on Envestnet’s platform. However, your total Program Fee and/or Overlay Services Fee does not increase or decrease as a result of this arrangement. The Firm and/or one or more of its affiliates will receive payments from third parties, including fund sponsors, product partners, and service providers that choose to participate in, and that are designed to defray the costs associated with, Corebridge Financial, Firm, or VALIC-sponsored conferences, seminars, training or other educational events where these funds, products, or other related services are discussed and that are attended by our employees or employees of our affiliates and/or plan sponsors and plan consultants. These payments are not a condition of the availability of the products, mutual funds, and/or ETFs. The Firm does not pay related or non-related persons for referring potential advisory clients for the services described in this Brochure. Sponsorship Activities of the Firm and its Affiliates. The Firm and its Affiliates from time to time enter into agreements with, and pay compensation to, various organizations and associations, including trade associations, unions, and other industry groups, that provide various services to retirement plan sponsors and/or plan participants. These organizations may sponsor and invite the Firm and/or its Affiliates to participate in educational conferences and seminars for retirement plan participants who, through their retirement plan, have access to the advisory Program offered by the Firm. In some instances, these organizations may endorse and/or promote the Firm and/or its Affiliates’ products and/or services, and otherwise provide the Firm and/or its Affiliates with marketing opportunities. Our sponsorship payments to these organizations for marketing and advertising opportunities provide an incentive for the organizations to promote the Firm’s and/or the Affiliates’ advisory services and products and may result in additional advisory program and annuity sales to plan participants. Certain of these arrangements may be considered payments for endorsements which are disclosed in accordance with regulatory requirements. Charitable Donations. VALIC, VFA, its Affiliates and/or its Supervised Persons from time to time make cash or non-cash donations to charitable organizations or societies organized as 501(c)(3) charities, including charitable organizations associated with potential and/or actual clients of VFA and/or VALIC. These charitable donations are provided in support of non-profit causes identified by that organization, and disbursements of such donations are done under the direction of the charitable organization, and not VFA or VALIC. VFA and VALIC have procedures to identify, address and mitigate potential conflicts. Referrals to Third Parties. IARs may refer clients to an accountant, attorney, or other specialists, as necessary for non-advisory related services. Although IARs are not compensated for such non-advisory related referrals through the Firm, IARs may refer clients to businesses providing these services they own or work for outside of their association with the Firm and clients may separately pay for those non-VFA related services. VFA does not endorse or supervise professionals referred to clients in this way. For certain plan sponsor clients of VALIC, VFA has authorized its representatives to endorse, refer, and market the services of third-party registered investment advisors (“Third-Party Advisors”) to the plan sponsors’ participants in accordance with Rule 24  206(4)-1 under the Advisers Act, as amended. VFA and VFA’s representatives receive referral fees from the Third-Party Advisors based on these endorsements and marketing activities. The compensation is paid as an ongoing cash payment calculated as a percentage of the advisory fees charged by the Third-Party Advisors for the participants’ enrollment in the advisory program offered by the Third-Party Advisors. Because VFA is engaged by and paid by these Third-Party Advisors for the referrals, any referrals regarding such Third-Party Advisors presents a conflict of interest. VFA provides a written disclosure to the referral clients regarding the role of VFA and its representatives as a referral agent, the conflict of interest, which includes the compensation to VFA, and other terms of the relationship between VFA and the Third-Party Advisors, which discloses this conflict. VFA reserves the right to enter into similar arrangements with other third-party advisors. Custody. The Firm does not have “custody” of client assets as defined in the Advisers Act Rule 206(4)-2 because it does not deduct advisory fees from clients’ accounts. NFS serves as the Custodian and also executes all purchase and sales orders directed to it by the Envestnet and performs the clearance and custody services for your MIP UMA Program account. The Custodian is responsible for deducting the Program Fee and Other Fees and Charges from your account in accordance with your Agreement. Voting Client Securities. Neither VFA nor its IARs will vote, or give any advice about how to vote, proxies for securities in advisory clients’ accounts. Clients may contact their IAR with questions about our proxy voting policies. For the MIP UMA Program, Envestnet or the UMA Model Manager responsible for the management of their respective portfolios are designated to vote proxies on your behalf unless you direct us otherwise in writing. Envestnet or the UMA Model Manager, as applicable, vote proxies for the securities for their respective portfolios based on those portfolios’ investment objectives. More information about Envestnet’s and the UMA Model Managers proxy voting policies and procedures can be found in their respective Part 2A Brochure available at www.adviserinfo.sec.gov. Clients may contact their IAR with questions about our proxy voting policies. Financial Information. The Firm has no financial condition that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy petition. 25 

VALIC Financial Advisors, Inc. WRAP FEE PROGRAM BROCHURE Part 2A Appendix 1 of Form ADV Managed Investment Program 2929 Allen Parkway, L7-20, Houston, TX 77019 866-544-4968 March 28, 2025 This wrap fee program brochure provides information about the qualifications and business practices of VALIC Financial Advisors, Inc. (“VFA” or the “Firm”). If you have any questions about the contents of this brochure, please contact us at telephone number 866-544-4968. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. information about VFA also VFA is a registered investment adviser. Registration as an investment adviser does not imply a certain level of skill or training. Additional is available on the SEC’s website at www.adviserinfo.sec.gov. Our brochure may be requested by contacting VFA at 866-544-4968 or it is also available free of charge at our website at www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials. 1  Item 2 — Material Changes Since its last annual update on March 29, 2024, the Firm has made the following material updates to this Wrap Fee Program Brochure (“Wrap Brochure”):  The Firm added three new MIP Portfolios:  BlackRock Multi-Asset Income Portfolios.  Goldman Sachs Asset Management, L.P. ETF Portfolios.  SSI Investment Management LLC Flexible Allocation Portfolios.  For Item 9 the Firm updated Other Financial Industry Activities and Affiliations to remove American International Group, Inc. (“AIG”) as a controlling owner of Corebridge Financial, effective January 13, 2025. Other references to AIG in this Brochure were updated to reflect that AIG no longer exercises a controlling ownership of the Firm. More information is provided in Item 9 of this Brochure. We will provide you with a summary of any material changes to this and subsequent Wrap Brochures within 120 days of VFA’s fiscal year end, which is December 31st, or sooner if required by law. You may obtain copies of the Wrap Brochure by calling 866- 544-4968 or accessing our website at https://www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials. 2  Item 3 - Table of Contents Item 1 – Cover Page ............................................................................................................................................................................. 1 Item 2 – Material Changes ................................................................................................................................................................... 2 Item 3 – Table of Contents ................................................................................................................................................................... 3 Item 4 – Services, Fees and Compensation .......................................................................................................................................... 4 The Firm ................................................................................................................................................................................ 4 The Managed Investment Program ........................................................................................................................................ 4 How MIP is Designed ............................................................................................................................................................ 7 Account Management ............................................................................................................................................................ 7 Fees and Other Charges ......................................................................................................................................................... 8 Is An MIP Account for You? ............................................................................................................................................... 11 Termination of the Advisory Relationship .......................................................................................................................... 14 Item 5 – Account Requirements and Types of Clients ....................................................................................................................... 15 Item 6 – Portfolio Manager Selection and Evaluation ....................................................................................................................... 16 Item 7 – Client Information Provided to Portfolio Managers ............................................................................................................ 16 Item 8 – Client Contact with Portfolio Managers .............................................................................................................................. 17 Item 9 – Additional Information ........................................................................................................................................................ 17 Disciplinary Information...................................................................................................................................................... 17 Material Risks ...................................................................................................................................................................... 18 Cybersecurity ...................................................................................................................................................................... 19 Other Financial Industry Activities and Affiliations ............................................................................................................ 20 Code of Ethics, Participation in Client Transactions and Personal Trading ........................................................................ 20 Privacy Policy ...................................................................................................................................................................... 21 Review of Accounts ............................................................................................................................................................. 21 Written Reports .................................................................................................................................................................... 21 Other Compensation. ........................................................................................................................................................... 21 Sponsorship Activities of the Firm and its Affiliates ........................................................................................................... 22 Referrals to Third Parties ..................................................................................................................................................... 22 Voting Client Securities ....................................................................................................................................................... 23 Charitable Donations ........................................................................................................................................................... 23 Financial Information .......................................................................................................................................................... 23 3  Item 4 - Services, Fees and Compensation The Firm The Firm is registered with the SEC as an investment adviser. As an investment adviser, VFA provides to its clients the investment advisory products and services described in this Wrap Brochure, and certain other advisory programs described in other Firm brochures. This Wrap Brochure describes the services, fees and other necessary information you should consider prior to enrolling in MIP. The Firm also offers Financial Planning and Consulting Services available on either a one-time or a subscription basis, and three other wrap fee programs: the MIP Unified Management Account Program (“MIP UMA”), the Guided Portfolio Services Program (“GPS”), and the Guided Portfolio Advantage Program (“GPA”). You can obtain a brochure for the Firm’s other advisory programs free of charge at www.corebridgefinancial.com/rs/prospectus-and-reports/vfa-form-adv-materials or by contacting us at 866-544-4968. The Firm is also a broker-dealer and is a member firm of FINRA. As a broker-dealer, the Firm separately makes available securities such as stocks and bonds, mutual funds, exchange-traded funds (“ETFs”), variable annuity and variable life insurance products, and municipal securities. All investment advisor representatives (“IARs”) are also engaged in the Firm’s brokerage business and are registered with the Firm as registered representatives. Broker-dealer services are not covered by this Wrap Brochure, are not part of our advisory relationship with you, and are not subject to regulation under the Investment Advisers Act of 1940 (the “Advisers Act”). VFA was incorporated in Texas in 1996 and is headquartered in Houston, Texas with additional branches throughout the United States. VFA is a wholly owned subsidiary of VALIC doing business under the Corebridge Financial brand name, and an indirect subsidiary of Corebridge Financial, Inc. (“Corebridge Financial”). Corebridge Financial is a publicly-traded company and one of the largest providers of retirement solutions and insurance products in the United States. As of December 31, 2024, VFA managed approximately $26.4 billion on a discretionary basis. The Managed Investment Program MIP is a wrap advisory program offered by the Firm, as program sponsor. The Firm has contracted with Envestnet, a provider of wealth management software and services (and which is not affiliated with the Firm), to provide the operational and system support for MIP. The Firm has selected third party investment managers, “Strategists” or for the Selected MIA Portfolios, “Separate Account Managers. The Strategists and the Separate Account Managers, as applicable, provide services in MIP and that are responsible for the design and management of the MIP portfolio models described below. The Strategists include: BlackRock Investment Management (“BlackRock”); Envestnet PMC, a division of Envestnet Portfolio Solutions, Inc. (“Envestnet PMC”); Goldman Sachs Asset Management, L.P. (“Goldman Sachs”); Russell Investment Management, LLC (“Russell Investments”); SSGA Funds Management, Inc. d/b/a State Street Global Advisors (“SSGA”); SSI Investment Management LLC (“SSI”); and The Vanguard Group (“Vanguard”). Envestnet PMC is an indirect, wholly owned subsidiary of Envestnet. The Strategists are responsible for the following MIP portfolio models: BlackRock  BlackRock Target Allocation ETF Portfolios  BlackRock Target Allocation ESG ETF Portfolios  BlackRock Target Allocation Tax-Aware ETF Portfolios  BlackRock Multi-Asset Income Portfolios Envestnet PMC  Managed Investor Account Portfolios  Index Plus Managed Investor Account Portfolios – (Effective November 22, 2022 these portfolios are no longer offered to new clients or accounts, but existing accounts can continue to accept additional investments) Franklin Templeton PMC ActivePassive Portfolios  ActivePassive PMC ETF Portfolios  American Funds PMC Active Core Portfolios  American Funds PMC Active Income Portfolios   Retirement Income Planning Portfolios (Effective November 22, 2022 these portfolios are no longer offered to new clients or accounts,  but existing accounts can continue to accept additional investments) Integrated Managed Investor Account Portfolios (Effective May 1, 2021 these portfolios are no longer offered to new clients or accounts, but existing accounts can continue to accept additional investments) PMC Passive Foundation Portfolios PMC Sustainable Foundation Portfolios Selected Manager Investor Account Portfolios  Managed Investor Account California Residents Only Portfolios    Goldman Sachs  Goldman Sachs ETF Portfolios 4  Russell Investments  Russell Core Portfolios  Russell Tax-Managed Portfolios State Street Global Advisors State Street Active Asset Allocation ETF Portfolios  SSI SSI Flexible Allocation Portfolios  Vanguard  Vanguard ETF Strategic Model Portfolios Some of the Portfolios listed above offer tax-advantaged trading and/or investment strategies; tax-advantaged trading strategies are appropriate for taxable, or non-qualified, accounts. More information about these, and the other Portfolios offered in MIP, is available below. The Firm’s IARs must meet certain licensing and/or registration requirements to offer certain programs. Your IAR can confirm with you their eligibility regarding the programs s/he can recommend for you. VFA and Envestnet each have separate responsibilities for the ongoing management of your MIP account, and the Strategists and Separate Account Managers create and maintain their respective MIP portfolios as further described below. In connection with this arrangement, your IAR will provide assistance in determining your asset allocation and the selection of your MIP portfolio option(s) (described below). Your asset allocation will be based upon your responses within an investor profile questionnaire (the “Client Profile Questionnaire”), which includes factors such as risk tolerance, goals, investments objectives and time horizon. Your portfolio will be assigned an asset allocation ranging from very conservative to very aggressive with several allocations in between. More information is provided in Item 4 – Account Management of this Brochure. After completing the Client Profile Questionnaire, your IAR will help you complete an additional questionnaire designed to determine your investment focus, which may include traditional asset allocation, cost sensitivity, and socially and environmentally responsible investing, among other factors. Note that, if your IAR recommends the Selected Managed Investor Account Portfolio, described below, you will not complete the second questionnaire. Based on your responses in the second questionnaire, your IAR will recommend one or more MIP portfolios that best meet your needs. Your IAR will present the proposed allocation to one or more MIP Portfolios for your review and approval. Once you approve the proposal it will be implemented by Envestnet. Both Envestnet, and Separate Account Managers, will manage your account for conformance to the allocation of investment options within your portfolio and based on the manager’s discretionary authority, rebalance your account periodically. As your needs change or market conditions warrant, you have the flexibility to revisit your investor profile and complete a new Client Profile Questionnaire to determine whether you are appropriately invested. Minimum account balances for the model portfolios are noted in the descriptions below. Where applicable, the annual minimum account balance fee is also noted (see also description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). For additional information on the Strategist or Separate Account Manager, please refer to their Form ADV Part 2A Brochure available free of charge at www.adviserinfo.sec.gov. (1) PMC Passive Foundation Portfolios (“Passive Foundation Portfolios”) – Initial minimum account balance is $5,000. The portfolios are focused on low-cost investing using passively-managed index mutual funds. Envestnet will assess an annual minimum account fee of $10 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). (2) PMC Sustainable Foundation Portfolios (“Sustainable Foundation Portfolios”) – Initial minimum account balance is $5,000. The portfolios consist of mutual funds and is designed for investors with environmental, social and governance (“ESG”) priorities. Envestnet will assess an annual minimum account fee of $10 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). (3) American Funds PMC Active Core Portfolios (“American Funds PMC Active Core Portfolios”) – Initial minimum account balance is $10,000. These portfolios emphasize American Funds and can include mutual funds from other fund families. (4) American Funds PMC Active Income Portfolios (“American Funds PMC Active Income Portfolios”) – Initial minimum account balance is $10,000. These portfolios emphasize American Funds, and can include mutual funds from other fund families. (5) BlackRock Target Allocation ETF Portfolios (“BlackRock Target Allocation ETF Portfolios”) – Initial minimum account balance is $10,000. The portfolios consist of exclusively of iShares ETFs, which are managed by a Blackrock affiliate. Envestnet will assess an annual minimum account fee of $50 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). 5  (6) Vanguard ETF Strategic Model Portfolios (“Vanguard Portfolios”) – Initial minimum account balance is $10,000. The Vanguard Portfolio is comprised exclusively of Vanguard ETFs designed to offer broadly diversified, low-cost index exposure. Envestnet will assess an annual minimum account fee of $50 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). (7) Franklin Templeton PMC ActivePassive Portfolios (“Franklin Templeton PMC ActivePassive Portfolios”) – Initial minimum account balance is $10,000. These portfolios emphasize Franklin Templeton Funds and can include mutual funds from other fund families. (8) Russell Core Portfolios (“Russell Core Portfolios”) – Initial minimum account balance is $25,000. The portfolios consist exclusively of mutual funds advised by Russell Investments. Envestnet will assess an annual minimum account fee of $50 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). (9) Russell Tax-Managed Portfolios (“Russell Tax-Managed Portfolios”) – Initial minimum account balance is $25,000. The portfolios consist exclusively of mutual funds advised by Russell Investments and the strategy seeks to maximize after-tax return for taxable assets. Envestnet will assess an annual minimum account fee of $50 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). These portfolios’ tax efficient strategies are appropriate for non- qualified accounts. (10) BlackRock Multi-Asset Income Portfolios (“BlackRock Multi-Asset Income Portfolios”) – Initial minimum account balance is $25,000. The portfolios invest primarily in iShares ETFs and BlackRock Funds, which are managed by a Blackrock affiliated investment advisor BlackRock Fund Advisers (“BFA”) and/or ETFs or mutual funds managed by unaffiliated third parties. Envestnet will assess an annual minimum account fee of $50 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). (11) BlackRock Target Allocation Tax-Aware ETF Portfolios (“BlackRock Target Allocation Tax-Aware ETF Portfolios”) – Initial minimum account balance is $25,000. The portfolios consist of exclusively of iShares ETFs, which are managed by a Blackrock affiliate, BFA. Investments in these portfolios are focused on improving the tax efficiency of investment gains and losses by seeking lower trading frequency and model portfolio turnover, higher municipal bond exposure, and avoiding short-term capital gains. Envestnet will assess an annual minimum account fee of $50 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). These portfolios’ tax efficient strategies are appropriate for non-qualified accounts. (12) BlackRock Target Allocation ESG ETF Portfolios (“BlackRock Target Allocation ESG ETF Portfolios”) – Initial minimum account balance is $25,000. The portfolios consist of investments exclusively in ESG-focused iShares ETFs which are managed by BFA. BlackRock Target Allocation ESG Portfolio invests in ESG (or Environmental Social and Governance) focused ETFs, which means investments are based on the sustainability and ethical impact of an investment in a business or company. Accordingly, the portfolios intend to screen out, and may forego potentially profitable investment opportunities in, particular companies and industries pursuant to criteria established by BlackRock. There is no guarantee that this ESG objective will be achieved, and such assessment is at BlackRock’s discretion. Envestnet will assess an annual minimum account fee of $50 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). (13) Goldman Sachs ETF Portfolios (“Goldman Sachs ETF Portfolios”) – Initial minimum account balance is $25,000. The portfolios consist of investments in ETFs, which are comprised of proprietary ETFs managed by Goldman Sachs, and/or ETFs managed by unaffiliated third parties. Envestnet will assess an annual minimum account fee of $50 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). (14) ActivePassive PMC ETF Portfolios (“ActivePassive ETF Portfolios”)- Initial minimum account balance is $25,000. The portfolios primarily consist of investments in ActivePassive™ ETFs, which are proprietary ETFs managed by Envestnet, and/or ETFs managed by unaffiliated third parties. (15) SSGA State Street Active Asset Allocation ETF Portfolios (“State Street Active Asset Allocation ETF Portfolios”) – Initial minimum account balance is $25,000. The portfolios primarily consist of investments in SPDR ETFs, which are managed by a State Street Global Advisors affiliate, SSGA Funds Management, Inc. Envestnet will assess an annual minimum account fee of $50 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). (16) SSI Flexible Allocation Portfolios (“SSI Flexible Allocation Portfolios”) – Initial minimum account balance is $25,000. The portfolios invest exclusively in ETFs that are managed by unaffiliated third parties. Envestnet will assess an annual minimum account fee of $50 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). (17) Managed Investor Account Portfolios (“MIA Portfolios”) – Initial minimum account balance is $50,000. The MIA Portfolio Strategist is Envestnet PMC. The portfolios consist of actively-managed mutual funds. 6  (18) Managed Investor Account Portfolios - California Residents Only (“MIA California Residents Portfolios”) – Initial minimum account balance is $50,000. The Strategist for the California Residents Portfolio is Envestnet PMC. The portfolios consist of mutual funds and are designed for tax-sensitive California residents. (19) Index Plus Managed Investor Account Portfolios (“Index Plus Portfolios”) – Initial minimum account balance is $50,000. While similar to the MIA Portfolio, these portfolios consist of a combination of actively-managed mutual funds and passively- managed index mutual funds that are substituted for actively-managed funds in certain asset classes. Effective November 22, 2022 these portfolios no longer accept new accounts; existing accounts may continue to make additional investments. (20) Retirement Income Planning Portfolios (“Retirement Income Planning Portfolios”) – Initial minimum account balance is $50,000. The portfolios consist of mutual funds and are designed to address the income needs of investors with portfolios structured for yield in addition to total return and are designed for clients in the distribution phase of the retirement life cycle. Effective November 22, 2022 these portfolios no longer accept new accounts; existing accounts may continue to make additional investments. (21) Selected Manager Investor Account Portfolios (“Selected MIA Portfolios”) – Initial minimum account balance starts at $100,000; some Envestnet separately managed account manager minimums may be higher than $100,000. The Selected MIA Portfolio offers management by institutional investment managers, called Separate Account Managers which manage the MIP account. These Portfolios allow advisory clients a higher level of specialization and service through ownership of individual securities. Based on your responses to the Client Profile Questionnaire, your IAR will recommend a Separate Account Manager from a list of managers for which Envestnet PMC has conducted on-boarding due diligence and approved. The list of Separate Account Managers available within the Selected MIA Portfolio is maintained and reviewed periodically by Envestnet PMC. Envestnet PMC uses an “Approved-Qualitative” due diligence process for all managers available within the program; more information on Envestnet PMC’s due diligence process is available in Envestnet’s Part 2A Brochure available at www.adviserinfo.sec.gov. Envestnet will assess an annual minimum account fee of $100 (see description of Minimum MIP Account Fee in the “Fees and Other Charges” section of this Brochure). (22) Integrated Managed Investor Account Portfolios (“Integrated MIA Portfolios”) – Initial minimum account balance is $250,000. The portfolios consist of a combination of mutual funds, ETFs, and separately managed accounts within a single account. Envestnet PMC acts as an overlay manager to efficiently monitor and implement custom investment solutions for the portfolios. Overlay manager activities include managing cash flow activities, rebalancing the portfolios, accommodating portfolio restrictions, tax loss harvesting, managing wash sales, and monitoring short and long-term gains. Effective May 1, 2021 these portfolios no longer accept new accounts; existing accounts may continue to make additional investments. How MIP is Designed If you are interested in establishing an MIP account, an IAR will meet with you to review your current financial situation, risk tolerance, and investment goals. Utilizing the Client Profile Questionnaire, your IAR will collect information about you in order to create an investor profile of your financial and investment situation, taking into account your current investments, assets, net worth, income, investment objectives, tax sensitivity, time horizon, risk tolerance, and other needs you may have. Should any of your information change, you should contact your IAR; an IAR is available to answer any questions and to help implement any changes you want to make based on changes in personal or financial circumstances, or the financial markets. You will also need to complete and sign the following forms before your account may be established: the Statement of Investment Selection (“SIS”), New Account Application, Investment Proposal Analysis document where applicable, and the Account Transfer Application (if you have assets to be transferred from another company). Account Management Envestnet PMC portfolio management team acts as an “overlay manager” to monitor and coordinate the recommendations and trading activities. This team actively manages the portfolios for the designated asset allocation in accordance with the portfolios’ allocation strategy. The overlay manager delivers operating efficiencies and coordinates all trading activity and investment decisions. Other overlay manager activities include rebalancing and, where applicable and upon request, tax loss harvesting and accommodating portfolio restrictions. Envestnet PMC and the Strategists are responsible for ensuring the tools and analyses are operating properly and consistent with your investment profile. Certain Separate Account Managers coordinate their own trading activities. Diversification, asset allocation and rebalancing strategies do not ensure a profit or guarantee against a loss. Envestnet PMC’s fees are included in the Platform Fee that you pay for your MIP portfolio as described below in the Fees and Other Charges. Account Rebalancing. In general, the Firm relies on the third-party investment managers to reallocate and rebalance portfolios within clients’ accounts. In addition to manager-directed rebalancing, Envestnet offers optional rebalancing services for clients’ accounts based on clients’ respective instructions and implements investment recommendations and places trades based on those client- 7  provided rebalancing instructions. These instructions can include no rebalancing of your account, or to rebalance your account on an annual, semi-annual, or quarterly basis. To implement the optional rebalancing service, you will work with your IAR to deliver rebalance instructions via an updated SIS which is provided to Envestnet so that the allocation of portfolio assets in your account remains consistent with your instructions. Envestnet will rebalance your account upon the instructions you provide to your IAR and as outlined in the updated SIS. A rebalance within an account typically generates trades, unless at the time of rebalance review the positions in the account are within the allocation guidelines of the model portfolio. Note that, in between rebalancing dates, the percentage of each asset class in your account, and thus the risk profile of the account, may drift, or increase, over time because of market fluctuation. When working with your IAR to provide rebalance instructions, you should also consider that reallocation of portfolios and rebalancing within a non- qualified Program Accounts will often result in tax consequences for your account. You should discuss with your IAR whether you want to establish a rebalancing schedule for your account (or instruct that there is no rebalancing). Fees and Other Charges The fees you will pay for your account(s) are based on the Program Fee and are described below. Your Annual Fee Schedule, which is included in the Statement of Investment Selection that you receive at account opening, provides information about the fees you will pay. Additionally, your quarterly performance reports include information about the Program Fee you pay. The Program Fee for your account covers the provision of initial and ongoing investment services and the execution of most securities transactions. The Program Fee is an annual rate assessed on a quarterly basis and consists of the sum of: Advisory Fee - This fee is the amount paid to VFA for advisory services; and Platform Fee - This fee is for the other fixed and variable costs of your MIP portfolio as described further below. It includes the fees and costs for services provided by, as applicable, VFA, Envestnet, the Strategists, and National Financial Services LLC (“NFS”) for your MIP Portfolio. The Platform Fee includes the following fees and expenses that you pay for your MIP portfolio:  Management Fee. This portion of the Platform Fee is for the management fees that are retained by Envestnet and paid to  the Strategists and Separate Account Managers in connection with the MIP platform. Sponsor/Firm Fee. This portion of the Platform Fee is paid to the Firm to cover direct costs such as overhead related to the MIP platform, and variable costs such as trading, confirmations, and statements. Any fees in excess of these variable costs are retained by VFA.  Clearing Firm/IRA Custodial and Related Fees. NFS is the clearing firm for MIP accounts, meaning that all trades are placed through NFS, and it is also the custodian of your MIP account. As explained below, a portion of the Platform Fee is paid to NFS for its services provided in connection with your MIP account, including NFS’ trading costs. Any amounts in excess of these costs will be retained by the Firm. While the Platform Fee includes custodial services for most accounts, NFS will separately charge an annual IRA custodial fee for services rendered as trustee of your IRA account, as discussed below. The Firm is responsible for paying NFS for any transaction fees associated with the purchase or sale of mutual funds in your account. However, almost all mutual funds available through NFS are available on the NFS platform as “no transaction fee” mutual funds, which means there is no ticket charge or other fee associated with the purchase and sale of such funds (“NTF Funds”). NFS currently has arranged for the NTF Funds to be free of clearing charges. MIP mutual fund portfolios primarily use NTF Funds, which substantially reduces execution costs paid by VFA; this list of NTF Funds is subject to change by NFS. VFA benefits by saving the transaction fee whenever an NTF Fund is used in a portfolio. Minimum MIP Account Fee. For certain MIP portfolios, Envestnet evaluates quarterly whether it has received a minimum amount of revenue from its management/administration fee charged on your account. If the annualized fee for such services, which is calculated based on your average daily balance for the quarter, is less than the minimum amount listed in the MIP portfolio descriptions contained in this Wrap Brochure, Envestnet will assess a fee equal to one quarter of the annual minimum account fee based on the number of days in the quarter during the fee billing process. Minimum accounts fees are expressed in annual amounts, but are determined and, when applicable, assessed based on your account asset value each quarter. For example, if your account has a $100 minimum annual account Program Fee, it will be assessed a minimum of $25 every quarter. Accordingly, if your account has large asset inflows or outflows during the year, it is possible for an account to be assessed a minimum fee for the particular quarter when your account balance was below the minimum asset value threshold, even if at the end of the year a look back over the account’s average balance for the entire year would have placed it above the minimum asset value threshold. Contact your IAR for more information about applicable minimum MIP account fees for your portfolio(s). 8  Your Program Fee is unaffected by the actual amount of trading costs paid by the Firm. The Program Fee does not include the following costs/fees:  IRA Custodial Fees. If your MIP account is established as an IRA, you will pay NFS an annual custodial fee of up to $35. This fee will be reflected separately on your account statement and applies to all MIP portfolios. The Firm may elect to pay the IRA custodial fees to NFS directly, in which case you will not pay this fee.  Mark-ups/Markdowns. If your MIP account purchases or sells fixed-income securities, you will pay for mark-ups or markdowns on transactions. These fees are reflected in the price of the security purchased.  Mutual Fund and ETF Fees and Expenses. As a shareholder of mutual funds and/or ETFs, you pay the internal fees and expenses of the mutual funds and ETFs held in your MIP account. The prospectuses for the respective mutual funds and/or ETFs include more information about these fees and expenses. The table below sets forth the estimated Program Fee schedule for accounts established on or after January 29, 2018. Your actual Program Fee is provided in your SIS, which is provided to you for review and approval at the time of your enrollment in the program. For account proposals generated prior to January 29, 2018, the Advisory Fee will vary between MIP accounts based on the Program Fee that was negotiated on your account as shown below. For account proposals generated on or after January 29, 2018, but before January 1, 2019, the Advisory Fee is a tiered fee beginning at 0.95% for all MIP portfolios. For account proposals generated on or after January 1, 2019, the Advisory Fee is a tiered fee beginning at 0.90% for all MIP portfolios. The Program Fee is assessed quarterly and is based on your average daily balance in your MIP account during the quarter as noted in more detail below in the section “Calculation and Deduction of the Program Fee”. The Firm may negotiate a lower Advisory Fee and/or Platform Fee. If the Firm negotiates a lower Advisory Fee and/or Platform Fee, your Program Fee will be lower than the fees outlined in the schedules below and VFA (and accordingly also its IARs) will receive less compensation. Separately, VFA offers Advisory Fee discounts to our current employees, current employees of our affiliates, and their household family members who invest in MIP account(s). Your Fee Schedule, which is included in the SIS that you receive. provides information about the fees you will pay. Additionally, your quarterly performance reports include information about the Program Fee you pay. Standard Program Fee Schedule Portfolios MIA Portfolios Index Plus Effective November 22, 2022, these Portfolios no longer accept new accounts; existing accounts may continue to invest. Retirement Income Planning Portfolios Assets Under Management Program Fee First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Over $5,000,000 1.25% 1.03% 0.90% 0.77% 0.67% 0.57% Effective November 22, 2022, these Portfolios no longer accept new accounts; existing accounts may continue to invest. MIA California Residents Portfolios American Funds PMC Active Core Portfolios American Funds PMC Active Income Portfolios Franklin Templeton PMC ActivePassive Portfolios First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Over $5,000,000 1.25% 1.04% 0.94% 0.84% 0.74% 0.64% ActivePassive Portfolios ActivePassive ETF Portfolios First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Over $5,000,000 1.10% 0.89% 0.79% 0.69% 0.59% 0.49% Passive Foundation Portfolios First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Over $5,000,000 1.18% 0.97% 0.87% 0.77% 0.67% 0.57% 9  Standard Program Fee Schedule Portfolios Sustainable Foundation Portfolios Assets Under Management Program Fee First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Over $5,000,000 1.20% 0.99% 0.89% 0.79% 0.69% 0.59% Integrated MIA Portfolios Effective May 1, 2021, these Portfolios no longer accept new accounts; existing accounts may continue to invest. First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Over $5,000,000 1.83% 1.49% 1.27% 1.13% 0.96% 0.82% Selected MIA Portfolios* First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Next $5,000,000 Next $15,000,000 Over $25,000,000 2.03% 1.69% 1.57% 1.46% 1.35% 1.24% 1.22% 1.20% Vanguard Portfolios First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Next $5,000,000 Next $15,000,000 Over $25,000,000 1.20% 0.99% 0.89% 0.79% 0.69% 0.59% 0.57% 0.55% Russell Core Portfolios Russell Tax-Managed Portfolios First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Next $5,000,000 Next $15,000,000 Over $25,000,000 1.20% 0.99% 0.89% 0.79% 0.69% 0.59% 0.57% 0.55% BlackRock Portfolios: BlackRock Target Allocation ETF Portfolios BlackRock Target Allocation ESG ETF Portfolios BlackRock Target Allocation Tax-Aware ETF Portfolios BlackRock Multi-Asset Income Portfolios First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Next $5,000,000 Next $15,000,000 Over $25,000,000 1.20% 0.99% 0.89% 0.79% 0.69% 0.59% 0.57% 0.55% Goldman Sachs Goldman Sachs ETF Portfolios First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Next $5,000,000 Next $15,000,000 Over $25,000,000 1.20% 0.99% 0.89% 0.79% 0.69% 0.59% 0.57% 0.55% 10  Standard Program Fee Schedule Portfolios SSI Portfolios SSI Flexible Allocation Portfolios State Street Global Advisors Portfolios: State Street Active Asset Allocation ETF Portfolios Assets Under Management Program Fee First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Next $5,000,000 Next $15,000,000 Over $25,000,000 First $250,000 Next $250,000 Next $500,000 Next $1,000,000 Next $3,000,000 Next $5,000,000 Next $15,000,000 Over $25,000,000 1.40% 1.19% 1.09% 0.99% 0.89% 0.79% 0.77% 0.75% 1.20% 0.99% 0.89% 0.79% 0.69% 0.59% 0.57% 0.55% * With respect to the Selected MIA Portfolios, the Program Fee may be more or less than the fee stated above based on the management fees charged by the Separate Account Manager selected for your account. For the Selected MIA Portfolios, a management fee of 60 bps is used as an illustrative example within the Platform Fee as described in the table above and ranges from 15 bps to 65 bps, depending on the Portfolio and applicable breakpoints as further described above. The actual management fee included in the Platform Fee for your Selected MIA Portfolio(s) may be higher or lower than this fee range. The Program Fee shown in your SIS is the total of your Advisory Fee and the Platform Fee. The Standard Program Fees in the table above are based on the estimated fees and expenses you would pay based on the Assets Under Management. For accounts subject to a minimum account fee this will result in a higher Program Fee rate. The Firm may terminate an account, or transfer an account balance to brokerage, if it does not meet a Portfolio’s applicable account balance minimum. More information about minimum account balances is provided above and information about the termination of advisory accounts can be found in Item 4 of this Brochure (“Termination of the Advisory Relationship “). Program Fees may be more or less costly to you than paying for the services separately, depending upon the investment advisory fees charged, the type of account, the amount of assets in the account, time and services provided, the number of transactions for the account, the amount of clearing and execution fees charged by NFS (which varies by type of security traded), and the level of brokerage commissions and other fees that would be payable if you obtained the services available under the program individually. Calculation and Deduction of the Program Fee. Calculation of the Program Fee begins once your account is approved on Envestnet’s system, which occurs after you complete your enrollment in your MIP account and assets are received in your account (refer to Item 4 in this Brochure on program minimums). The Program Fee is a tiered fee that is calculated as an annual percentage of assets and assessed quarterly in arrears, based on the average daily balance of your MIP account during the quarter and the number of days in the quarter. At the end of a quarter, Envestnet calculates the Program Fee by multiplying the average daily balance by your advisory fee schedule. The average daily balance of your MIP account for fee calculation purposes will include all assets in your MIP account, including uninvested cash. After calculating the Program Fee, Envestnet instructs NFS to deduct the fee from your account. NFS deducts your Program Fee following the end of the quarter. If your MIP account is managed for only a portion of a quarter, the Program Fee will be pro-rated accordingly based on the average daily balance during that portion of the quarter and, in the event of a termination, the fee will be deducted before your account balance is distributed. Distribution of your account balance, less applicable fees paid, occurs promptly after notice of termination. If cash or cash equivalent funds in your account are not sufficient to pay any fees charged on your account, investments in your account will be liquidated in order to pay the outstanding fees. If you decide to change your investment in your current MIP account by signing a new SIS during a quarter, the amount of the Program Fee will be adjusted to reflect the new MIP account fee schedule and will be pro-rated based on the average daily balance during that portion of the quarter following the change to the MIP account. Depending on which new MIP portfolio model you choose, your Program Fee may increase or decrease. Is an MIP Account for You? The MIP account bundles together several service providers - an investment adviser, a technology platform service provider, a broker-dealer, a clearing firm and a custodian - and offers most of these services for a single Program Fee. Some clients prefer having the various services “packaged” together; others prefer to select their own providers for the various services needed to manage their 11  investment portfolios. Similarly, some clients prefer a fee structure that converts trading costs into an asset-based fee calculated on the same basis as advisory fees; others prefer trading costs to be assessed on a per trade basis. Depending on a number of factors, such as the number, size and nature of the securities transaction in an advisory account, the overall fees and charges borne by the client over time could be more or less than what these fees and charges would be if the same services were provided on a separate basis. For specific questions regarding your relative costs, please contact your IAR. Combining of Account Values for Fee Calculations. If you or your family members have more than one MIP account, you can lower your Program Fees based on the cumulative assets that you maintain in your MIP account(s). “Family member” for purposes of combining account values in MIP includes your spouse, domestic partner, and your dependent children. Combined account arrangements established prior to January 1, 2019 that otherwise do not meet these criteria will continue to be honored. You are responsible for contacting your IAR or the Firm to request your accounts be combined for fee calculation purposes. Discuss with your IAR if you have multiple MIP accounts and whether they are eligible for lowered Program Fees. For combined accounts one account will be designated as the “Primary Account” and the owner of the Primary Account will receive Envestnet quarterly reports that contain information about each of the combined accounts, including account balances, transactions, and holdings. Each MIP account owner in the billing group will continue to receive his/her NFS quarterly account statement. Your IAR can assist you with identifying MIP accounts eligible for combining accounts for fee calculation purposes. Please contact your IAR or the Firm to request your accounts be combined for fee calculation purposes. Additionally, the Firm does not combine for fee calculation purposes a client’s MIP accounts with other accounts enrolled in the Firm’s other three wrap fee programs, the GPS Program, the GPA Program, MIP UMA, or other assets held at the Firm. Compensation and Conflicts of Interest. A portion of the Advisory Fee collected by the Firm is shared with the IAR(s) responsible for the introducing, account opening, and/or for on-going servicing of your advisory account. For account proposals generated on or after January 29, 2018, but before January 1, 2019, the Advisory Fee is a tiered fee based on the average daily balance in your MIP account during the quarter and may be up to 0.95% per annum based on the value of assets in the account. For account proposals generated on or after January 1, 2019, the Advisory Fee is a tiered fee beginning at 0.90% for all MIP portfolios. For account proposals generated prior to January 29, 2018, the Advisory Fee will vary among MIP accounts based on the Program Fee on your account. If you have an existing MIP account that compensates the IAR more than he receives under the current structure for a new account, and you seek to make an additional deposit or open a new MIP account, your IAR has a financial incentive to recommend that you deposit the additional funds into your existing account rather than open a new account. The Firm manages this conflict through its Supervision process of reviewing transactions in clients’ accounts. As a registered representative of the Firm, your IAR is paid for the sale of products and services, including sales commissions for annuities and mutual funds, and a portion of ongoing fees for advisory services.. For example, your IAR receives a portion of the Advisory Fee you pay on your MIP account, which is an ongoing fee for the services provided under the program. Your IAR’s compensation will vary based on the products and services provided to you. Accordingly, your IAR has a financial incentive to recommend that you rollover your retirement plan into an IRA, or transfer your assets to a product or service, such as MIP, that would increase the IAR’s compensation over what he/she receives on an existing product or service. We disclose this conflict to you in our product and service materials, including for example this Brochure, the documentation provided to you at or before account enrollment, including for example the SIS, and other information provided to you. We also manage the potential for this conflict of interest by maintaining policies and procedures designed to ensure that IARs make recommendations that are in the best interest of the investor in the context of the products and services offered by the Firm. Specifically, all recommendations to transfer assets from one product to another are reviewed by our Supervision department, the members of which do not receive any variable product- based compensation. Additionally, the Firm maintains programs for the review of these policies and procedures via compliance- related reviews and testing, and from time-to-time the Firm engages outside consultants and legal counsel to review, evaluate, and recommend changes to existing policies and procedures. The PD Freedom Advisor annuity (for accounts opened in 2019 and after), when offered in conjunction with the GPA Program, generates higher revenues for VFA and VALIC in the aggregate than does MIP. We mitigate this conflict of interest, which exists at the Firm level, by paying IARs, who are responsible for making recommendations to clients, the same amount irrespective of whether the client is invested through MIP or the GPA Program. Mutual Fund Share Class Selection. As noted above, your mutual fund investment in an MIP account is subject to certain internal fees and expenses, such as advisory, administrative, custody and other fees and expenses charged by the fund, which shareholders bear on a pro rata basis. Mutual funds offer a variety of share classes, which hold the same portfolio securities but differ in total cost due to the imposition of various fees (such as 12b-1 fees, sub-transfer agency and shareholder services fees). A higher cost share class of a particular mutual fund will result in lower investment performance compared to a lower cost share class of the same fund. VFA does not typically use share classes that charge 12b-1 fees if there is a non-12b-1 share class available on the NFS platform. If NFS uses funds that charge a 12b-1 fee and such fee is received by NFS and is paid to VFA, any such fees will be rebated to clients. 12  However, for all custom MIP Portfolios managed by Envestnet and solely distributed by VFA, VFA will use share classes that include sub-transfer agency and/or shareholder service fees, which compensate NFS for services it provides to such funds (“Eligible Share Classes”). VFA seeks to include in MIP portfolios the least costly Eligible Share Class available to MIP Portfolios. Note that there may be other less costly share classes offered by the fund that are either (i) not available on the NFS platform, (ii) are available on the NFS platform but are subject to a surcharge imposed by NFS to trade such share classes, or (iii) are not available for use in MIP portfolios due to constraints imposed by the fund. In such instances VFA is not able to offer these lower cost share classes in MIP portfolios. VFA monitors on a periodic basis for the launch and availability of lower cost Eligible Share Classes on the NFS platform and will seek to exchange investors into such Eligible Share Classes on a periodic basis following the availability of such lower cost Eligible Share Class(es). For the following non-custom MIP Portfolios managed by Envestnet, the Firm is one of multiple investment advisers that offer the model portfolios to its clients: American Funds PMC Active Core and Active Income Portfolios, Franklin Templeton PMC ActivePassive Portfolios, PMC Passive Foundation Portfolios and PMC Sustainable Foundation Portfolios. Accordingly, VFA cannot dictate which share class is used for these Portfolios – that decision is made by Envestnet. This means that the same fund(s) used in the non-custom and custom portfolios can have different fees and expenses. For the Selected Manager Investor Account portfolios, the separately managed account investment managers are responsible for the model allocations to the underlying portfolios’ mutual funds. Accordingly, VFA cannot dictate which share class is used for these Portfolios – that decision is controlled by the underlying investment manager. As part of its periodic review process, VFA will work with its service providers, including Envestnet, to facilitate the exchange into a lower cost share class following the availability of such lower cost share class(es), but such decisions and timing are controlled by Envestnet or the underlying investment manager. Trading Through Other Broker-Dealers. The Program Fee covers investment advice, portfolio management services and trade execution services placed through NFS only. Envestnet, Strategists and Separate Account Managers with discretionary authority over your account can execute trades through a broker-dealer other than NFS when they reasonably believe that another broker- dealer may effect trades at a price, including any commissions or dealer markup or markdown, that is more favorable to your account than would be the case if the Firm traded them through NFS. Even if the price is not more favorable, Envestnet, Strategist or Separate Account Manager(s) may “trade away” from NFS based on other relevant factors in selecting a broker- dealer, including execution capabilities, speed, efficiency, confidentiality, familiarity with potential buyers or sellers, and available inventory. If Envestnet, Strategist or the Separate Account Manager(s) effects trades through another broker-dealer, you typically will pay additional fees, including mark-ups or mark-downs and/or dealer spreads, to compensate that broker-dealer for its services, including a commission, commission equivalent, markup/markdown, order handling fees, or fees imposed by an execution provider, exchange or clearing corporation, or other fees mandated by law. Those fees are in addition to your Program Fee and will increase your overall cost to participate in MIP. It is expected that many of the equity (stock) trades will be executed by NFS. However, certain fixed income Separate Account Managers have historically directed most, if not all, of their trades to outside broker-dealers. These Separate Account Managers include, but are not limited to, those that offer municipal, corporate and convertible fixed income SMAs. If you transfer securities to fund your MIP account, Envestnet may use an outside broker-dealer to sell those securities that are fixed income, hard to value, illiquid, or thinly traded, or to sell other securities that NFS cannot sell. The fees described above will be charged to you. Envestnet, Strategist or the Separate Account Manager(s), as applicable, selects broker-dealers and is responsible for meeting its best execution obligations to the client. You should carefully review the Strategist, Separate Account Manager’s or Envestnet’s brochure to learn whether and when it uses broker-dealers other than NFS to effect any trades. You also should carefully review all trading for your MIP account to understand the frequency of trading through other broker-dealers and any additional trading costs that may be incurred. You should discuss these trades and any associated trading costs with your IAR. Other Costs Associated with the Purchase and Sale of Investments in the MIP Portfolios. Certain MIP Portfolios include ETFs as underlying investment options, and you should note that shares of an ETF trade on an exchange, and therefore, the value of such shares may differ from the value of the ETF’s underlying investments. ETFs may trade at a market price which reflects a “premium” or a “discount” to the net asset value (“NAV”) of their shares. If the market price is higher than the NAV, the ETF is said to be trading at a “premium”. If the price is lower, it is trading at a “discount”. Accordingly, ETFs may be purchased at prices that exceed the NAV of their underlying investments and may be sold at prices below such NAV. Under such circumstances the trading price of ETF shares sold at a discount may not mirror the NAV of the underlying investments of those ETF shares. Moreover, there are costs associated with purchasing and selling an ETF, called a “bid-ask” spread (the difference between what a buyer is willing to pay (bid) for an ETF and the seller’s offering (ask) price. All of these transaction costs (which do not apply to the purchase and sale of mutual funds) will adversely affect the performance of the MIP portfolios models that invest in ETFs. The MIP Portfolios that include ETFs as underlying investment options are: BlackRock Target Allocation ETF Portfolios, Vanguard Portfolios, BlackRock Target Allocation ESG Portfolios, BlackRock Multi-Asset Income Portfolios, BlackRock Target Allocation Tax Aware Portfolios, Selected 13  MIA Portfolios, State Street Active Asset Allocation ETF Portfolios, Goldman Sachs ETF Portfolios, SSI Flexible Allocation Portfolios, ActivePassive ETF Portfolios, and the Integrated MIA Portfolios. Additionally, the MIP portfolios include underlying investment options which are proprietary to, or are affiliated with, the Strategists and/or Separate Account Managers. This presents a conflict of interest in that the Strategists and/or Separate Account Managers for your MIP portfolio(s) may include proprietary and/or affiliated investment options which could result in higher fees or expenses for you, as well as additional revenue for the Strategists and/or Separate Account Managers. Neither the Firm nor your IAR select the underlying investment options for your MIP portfolios and accordingly are not compensated for investment options that have higher fees and/or expenses. More information about the fees and expenses for the underlying investment options in your MIP portfolio(s) is available in the Strategists and Separate Account Managers Part 2A Brochures, available at the SEC’s website at www.adviserinfo.sec.gov. Unique Considerations of Securities with a Focus on ESG Investing. Certain Portfolios may include or focus on allocations to securities with an ESG or “sustainable” investment orientation (including mutual funds or ETFs); for these Portfolios the Strategist or the Separate Account Manager selects investments or allocations to securities based on their view of the sustainability and ethical impact of an investment in a business or company. Mutual funds or ETFs whose names suggest a focus on ESG or “sustainable” investments and securities must invest at least 80% of their assets in that investment type which means that any Portfolios with investments in these types of funds will have a significant portion, if not all, of their assets invested accordingly. More information on the criteria they utilize to select or allocate investments within the mutual funds and/or ETFs is provided in the prospectuses for these mutual funds and ETFs. Accordingly, these types of investments screen out, and may forego certain potentially profitable investment opportunities in, specific companies and industries pursuant to the ESG and/or sustainability criteria established by the portfolio manager. If an underlying mutual fund or ETF in a Portfolio is focused on ESG and/or sustainability investing, it could result in lower performance results for such Portfolio compared to others that do not apply ESG and/or sustainability- focused exclusionary screens to eliminate specific companies or industries. Also, not all investors agree in their views of what constitutes positive or negative ESG and/or sustainability characteristics and, as a result, a Portfolio may have an ESG and/or sustainability-focused investment selected by the portfolio managers for the mutual funds and/or ETFs, or for the Portfolios by the Strategist, which does not reflect the beliefs of any particular investor. The Strategists or the Separate Account Manager are responsible for the due diligence, screening, and monitoring of investments in these Portfolios based on their selected ESG and/or sustainability screening criteria. Termination of the Advisory Relationship When you enroll in a MIP account, you sign an account application, an SIS that incorporates by reference an investment advisory agreement between the Firm and you (“Advisory Agreement”), and certain other forms and documents. At any time thereafter, both you and the Firm may terminate the Advisory Agreement for any reason. You may terminate your MIP account by providing written notice to VFA. Termination by VFA will be effective upon written notice as set forth in the Advisory Agreement, unless a later date is stated in the notice. Upon termination of any advisory relationship, VFA reserves the right to deduct any unpaid pro-rated Program Fee for the period from the end of the last calendar quarter through the date of termination. For more information about the deduction of unpaid fees, refer to “Calculation and Deduction of the Program Fee” in this Brochure. When your MIP account is terminated, you assume sole responsibility for providing instructions as to the execution of transactions in your program account and you will no longer be charged the Program Fee. Additionally, you will be limited to one or more of the following transactions: (1) redeem or sell the existing securities in your MIP account and transfer the proceeds to the money market fund available in your MIP account, (2) transfer the securities held in your MIP account, in kind, to a non-advisory, retail brokerage account that you have established with VFA and carried by NFS as custodian (“VFA Retail Brokerage Account”) or to another broker/dealer, or (3) liquidate the securities in your MIP account and transfer the proceeds out of the account. Although you will no longer pay the Program Fee, certain fees and expenses will apply; the fees and expenses you pay after the termination of your MIP account depends on which option you choose. If you choose option 1, you will pay any fees and expenses charged by that money market fund as set forth in the fund’s prospectus. If you choose option 2, transferring assets out of your MIP account, whether cash, mutual funds, or individual securities in kind, to a new brokerage account may require that you complete a new account application, which will detail any fees you may be charged. If you choose to transfer or continue to hold securities in a VFA Retail Brokerage Account, you will pay certain fees to NFS, in addition to any fees and expenses associated with your investment(s). These fees include, for example, custodial fees, termination and/or transfer fees, transaction fees, and other account servicing fees. You may also pay fees to VFA in the form of commissions for securities trading in your VFA Retail Brokerage Account, 12b-1 fees, and/or mutual fund sales charges for any mutual funds you acquire in your VFA Brokerage Account. NFS may also have agreements with the mutual funds offered in your VFA Retail Brokerage Account, including revenue-sharing or similar compensation arrangements, and will pay some, or all, of this compensation to VFA as payment in all or part for recordkeeping or other shareholder-related services. More information about these fees is available in your NFS brokerage agreement, your fund prospectus(es), or by contacting 14  your IAR. If you choose option 3, you will pay account termination fees to NFS. Your IAR does not receive any of these fees for any of these options. There may also be tax implications; please consult your tax advisor prior to termination. Item 5 - Account Requirements and Types of Clients The Firm offers the services described in this Brochure primarily to U.S.‐domiciled individuals. The Firm may, in limited instances, offer these services to entities, such as partnerships and trusts. You will be required to meet certain minimum requirements for investable assets as described in this Brochure. To enroll in MIP and utilize the services described in this Brochure, you will enter into an Advisory Agreement, a Brokerage Agreement, and also complete an Account Application and SIS. Some clients (e.g., a trust) may be required to submit additional documentation in order to open an account. The Brokerage Agreement governs the brokerage services provided by NFS in connection with your enrollment. The Firm reserves the right to terminate an account if the assets in an account fall below the minimums established by the Strategist and/or Separate Account Manager, or if the account cannot be managed according to the SIS. The Firm may, in its discretion, close the MIP account and transfer your assets to a standard brokerage account. Once in a standard brokerage account, such assets will not be managed and will be subject to the fees and charges normally assessed by the Firm and/or NFS on its brokerage accounts. More information about these fees and charges is provided in your Brokerage Agreement and in Item 4 of this Brochure. Initial asset values less than the minimum account opening amount will not be managed under the selected Portfolio but will be placed in a money market fund until the asset value reaches the required minimum account opening amount; it will be subject to the fees and charges normally assessed by the Firm and/or NFS as described in this Brochure. The mutual fund allows clients to have their cash balances awaiting investment (e.g., from cash deposits, securities transactions, dividend and interest payments, and other activities) automatically deposited into a core account investment vehicle that NFS makes available. The investment vehicles that are used are managed by Fidelity, which is affiliated with NFS. The Firm does not select these investment vehicles that NFS makes available for the program. Once the required account opening amount is reached, your assets will then be invested in accordance with your SIS. You may make additional contributions to your account at any time subject to the above minimums. Contributions can be funded with cash or marketable securities (see above and below for more information on securities‐funded contributions). Additional contributions are allocated initially to the cash sweep option and will remain there until your account is rebalanced or the cash allocation in your account reaches certain parameters. If you contribute marketable securities to an account, the Strategist or Separate Account Manager have the right to liquidate those securities in their sole discretion. Accordingly, you should be aware that a reasonable amount of time is necessary to execute such trades. You should consider the cost, if any, of sales charges previously paid on mutual funds transferred in or to be charged upon redemption, which are in addition to the Program Fee you will pay. If you own shares of a marketable security outside of the MIP model portfolio and want to transfer such shares into the account, Envestnet will attempt to rebalance your account in accordance with your Portfolio Guidelines, if necessary. This means that if all of the shares of the marketable securities cannot be transferred into the MIP account without causing your account to be out of balance with the selected investment objective for your account as set forth in your Proposal and SIS, those shares that would cause your account to be out of balance will be liquidated by the Strategist or Separate Account Manager at their discretion. The proceeds of the sale will be used to purchase other securities in accordance with your Proposal and SIS guidelines. The Strategist or Separate Account Manager retains the right to liquidate any marketable securities transferred in‐kind into your account. Since transferring shares of a marketable security held outside the model may trigger sales of marketable securities in your account, such transfers may result in a taxable event in which capital gains or other taxes apply. You should consult with your tax professional before initiating the transfer. Unsupervised Positions. Any assets transferred into your account will generally be sold, unless such assets are used to fulfill an allocation within your account. There are two circumstances in which the assets transferred into your account will be maintained outside of your selected Portfolio (“Unsupervised Positions”). The most common circumstance is when assets transferred into your account are not part of the Portfolio’s model holdings and cannot be liquidated or rebalanced, for some reason, for example, because they are illiquid or cannot otherwise be sold through Envestnet’s normal processes (i.e., as part of an account rebalance). Unsupervised Positions will not be included in the assets used to calculate your account fee or performance, provided that such assets are categorized as Unsupervised Positions before being transferred into your account or that the Unsupervised Positions are identified by Envestnet before an account is incepted. Advisory services will not be provided with respect to Unsupervised Positions. If the Unsupervised Position is accepted into your account after the account has been incepted, then such assets will be included in your 15  fee and performance reporting until categorized as an Unsupervised Position. Any information your IAR or VFA furnishes you is for educational purposes only and not intended as a recommendation. Neither your IAR nor VFA will monitor your Unsupervised Positions, and Unsupervised Positions will not be taken into consideration by your IAR, VFA, Envestnet, or any Strategist or Separate Account Manager when deciding how to invest the assets in your account or whether your Account is consistent with your risk tolerance. Neither VFA nor your IAR will have the discretion to sell Unsupervised Positions without your instruction. Because VFA and IARs are not compensated on Unsupervised Positions, VFA and its IAR have an incentive to encourage you to liquidate an Unsupervised Position and reinvest the proceeds as quickly as possible in your account. If you hold Unsupervised Positions in your account, such holdings will be reported along with your Program Assets on your statements from NFS. They will also be listed separately on the Quarterly Performance Review (defined below), but they will not be taken into consideration in calculating the performance of your Portfolio. The only options with respect to Unsupervised Positions are to (1) liquidate the position(s) and have the proceeds invested according to the allocation used in your Portfolio; or (2) transfer the Unsupervised Positions into a separate retail brokerage account which will be governed by its own terms and conditions. Item 6 - Portfolio Manager Selection and Evaluation General. The Strategists (BlackRock, Envestnet PMC, Goldman Sachs, Russell Investments, SSGA, SSI, and Vanguard) are responsible for the selection, evaluation, and review of the investment options offered in their respective model portfolios and making changes as they deem appropriate. The Firm, through an investment working group comprised of Firm personnel, periodically meets with Envestnet and the Strategists to review the model portfolios’ investment performance, individual mutual funds, and/or ETFs added to or removed from the model portfolios by the Strategists, operational and related issues, and other matters related to MIP. For the underlying securities offered within the model portfolios, VFA does not participate in the selection or review of mutual funds, ETFs or other individual securities that are made available by the Strategists for their respective portfolios. Due diligence reviews of the Strategists are conducted first by Envestnet PMC, and based on this due diligence, VFA chooses the Strategists from Envestnet PMC’s approved list to make available within MIP. VFA’s on-going reviews include reviews of the Strategists’ respective investment performance, operational and related issues, and other matters related to MIP as it deems necessary and are incorporated as part of VFA’s on-going due diligence. Additionally, VFA works with its service providers, including Envestnet, to facilitate the exchange into a lower cost mutual fund share class following the availability of such lower cost share class(es), but such decisions and timing are controlled by Envestnet or the manager of that mutual fund(s). Please refer to the section “Mutual Fund Share Class Selection” above for more information. For the Separate Account Managers utilized in the Selected MIA Portfolios, Envestnet PMC conducts due diligence, based on a proprietary due diligence methodology, and maintains a list of “Approved-Qualitative” Separate Account Managers for MIP. The list of available Separate Account Managers is maintained and reviewed periodically by Envestnet PMC. In addition, VFA conducts due diligence on Envestnet PMC to review the proprietary due diligence process and how Envestnet PMC determines research coverage for the available Strategists and Separate Account Managers. As Envestnet PMC conducts the diligence identified above and can act as a Strategist or Separate Account Manager, there is a conflict of interest in that Envestnet PMC is evaluating the suitability of the available Strategists, Separate Account Managers, and portfolios. In addition, Envestnet portfolios include its proprietary mutual funds and ETFs, which creates an additional conflict of interest because Envestnet is incentivized to use its own funds, which generate additional income for itself. Envestnet PMC and Envestnet are incentivized to maintain this structure and the compensation from these various roles. More information on Envestnet’s due diligence process and the arrangements Envestnet has with Strategist and Separate Account Managers is available through its platform and made available to wrap fee program sponsors, such as the Firm, in Envestnet’s Part 2A Brochure available at www.adviserinfo.sec.gov. Selected MIA Portfolios. Your IAR will recommend one or more Separate Account Managers from this list of managers. Envestnet PMC, in consultation with the Firm, will provide ongoing manager oversight of these Separate Account Managers. Item 7 - Client Information Provided to Portfolio Managers It is important to periodically review your Client Profile information with your IAR and make any applicable updates should your retirement objectives or investment circumstances change. Envestnet provides the operational and system support for MIP, and the Strategists and Separate Account Managers are responsible for the design and management of the underlying investment options in the MIP portfolios as described above. Envestnet, the Strategists and Separate Account Managers do not have a direct relationship with you. 16  Item 8 - Client Contact with Portfolio Managers If you have questions regarding your account(s), you should contact your IAR. You should not contact Envestnet, the Strategist or the Separate Account Managers directly because Envestnet, Strategist and Separate Account Managers rely on the IAR and the Firm to address direct client inquiries. Item 9 - Additional Information Disciplinary Information. We are required to disclose any legal or disciplinary events that are material to our clients or our prospective client's evaluation of our investment advisory business or the integrity of our management. The following are disciplinary events relating to the Firm and/or our management personnel. On November 28, 2016, without admitting or denying FINRA findings, the Firm submitted a letter of acceptance waiver or consent for the purpose of settling alleged NASD and FINRA rule violations that it failed to: (1) have a reasonable system or process/procedures designed to address, analyze or review the conflicts of interest in its compensation program or to ensure that balanced disclosures was provided to the investors regarding such compensation program, (2) to maintain adequate systems and procedures to supervise the sale of variable annuities to retail brokerage customers, (3) maintain supervisory procedures and training materials that provide registered representatives and principals guidance or suitability considerations for sales of different variable annuity share classes, including L-share variable annuities, (4) enforce supervisory procedures requiring that certain emails flagged by its email surveillance system be reviewed by designated Firm supervisors, (5) establish a reasonable system and procedures to supervise its complaint reporting responsibilities, and (6) failed to issue account notices at account opening and then on 36-month intervals for certain brokerage customers. The Firm was censured and fined $1,750,000. In April 2017, VALIC entered into a consent judgment with the State of Indiana wherein VALIC was fined $75,000 in connection with a privacy breach that was disclosed in 2013/2014 to regulators and impacted customers. In November 2017, VALIC entered into a settlement agreement with the Minnesota Department of Commerce wherein VALIC was fined approximately $177,000 in connection with unclaimed property procedures. On June 3, 2019, without admitting or denying any findings of fact or conclusions of law, the Firm settled a matter with the Securities Enforcement Branch (“SEB”) of the Hawaii Department of Commerce and Consumer Affairs. As part of the settlement, the Firm entered into a consent order with the SEB (the “Consent Order”), which states that the Firm failed to supervise a registered representative who had submitted a transaction without proper customer authorization. Pursuant to the Consent Order, the Firm paid a fine of $10,000. On July 28, 2020, the SEC issued an order 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 and Rule 206(4)-7 thereunder. VFA neither admitted nor denied the SEC’s findings. Solely for the purpose of settling this proceeding, VFA consented to a cease-and-desist order, a censure, to pay to affected investors disgorgement of $13,232,681 and prejudgment interest of $2,211,072, and to pay a $4.5 million civil monetary penalty. VFA also agreed to review and correct as necessary all relevant disclosure documents concerning mutual fund share class selection, revenue sharing, transaction fees, and 12b-1 fees, and to comply with certain other related undertakings as well. On July 28, 2020, the SEC issued an order 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. VFA also agreed to cap the management fee for the GPS Program at 45 basis points (0.45%) for participants currently enrolled in this program in 403(b) and 457(b) plans offered by Florida K-12 schools, and to also offer this rate to any 403(b) and 457(b) participants offered by Florida K-12 schools who enroll in the GPS Program through the Portfolio Director annuity within the next five years. This capped rate will remain in effect for such participants for the duration of enrollment in the GPS Program. VFA also agreed to comply with certain other related undertakings as well. 17  On January 8, 2021, the Firm completed an 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. Material Risks. Investing in securities involves risk of loss that investors should be prepared to bear. All investments present the risk of loss of principal – the risk that the value of securities, when sold or otherwise disposed of, may be less than the price paid for the securities. Even when the value of the securities when sold is greater than the price paid, there is the risk that the appreciation will be less than inflation. In other words, the purchasing power of the proceeds can be less than the purchasing power of the original investment. You should carefully read a copy of the Strategist’s Brochures (as applicable to your account), current prospectuses, or other disclosure documents, prior to investing. Those disclosure documents contain information regarding any fees, expenses, investment objectives, investment techniques, and risks associated with their respective investments. The investment returns on your account will vary and there is no guarantee of positive results or protection against loss. No warranties or representations are made by the Firm concerning the benefits of participating in the services offered by the Firm as described in this Brochure. In general, the Firm relies on third-party investment advisers and money managers to perform investment related research and to provide allocation and securities recommendations, including recommendations to reallocate and rebalance portfolios. Please refer to Item 4 of this Brochure for a description of our services and the services provided by third-party investment advisers and money managers. When reviewing third-party investment advisers and money managers, the Firm examines factors such as the experience, expertise, investment philosophies, firm infrastructure and past performance of investment advisers and money managers, initially and on an ongoing basis, in an attempt to determine if that investment adviser or money manager has reasonably demonstrated an ability or the potential to meet their investment objectives over a period of time and in different economic conditions. A risk of investing with a third-party manager that has been successful in the past is that he/she may not be able to replicate that success in the future. Third-party managers may themselves utilize third-party research as the basis for their investment recommendations under these Program. Please refer to the Envestnet Brochure and each Strategist Brochure for more information. Given the wide range of investments in which your account may be invested, there is similarly a very wide range of risks to which your assets may be exposed. This Brochure does not include every potential risk associated with an investment strategy, or all of the risks applicable to a particular account. Rather, it is a general description of the nature and the risks of the strategies and securities and other financial instruments in which accounts may invest. You should refer to the prospectus or other offering materials you receive in conjunction with certain investments made in your account for a complete list of risks associated with that investment. Set forth below are certain material risks to which a client might be exposed in connection with MIP; this list is not an exhaustive list of material risks. Equity Securities Risk — Equity securities (common, convertible preferred stocks and other securities whose values are tied to the price of stocks, such as rights, warrants and convertible debt securities) could decline in value if the issuer's financial condition declines or in response to overall market and economic conditions. A fund's principal market segment(s) – such as large cap, mid cap or small cap stocks, or growth or value stocks – can underperform other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies can involve greater risk and price volatility than investments in larger, more mature companies. Fixed-Income Securities Risk — Fixed-income securities are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when interest rates rise, and an issuer of fixed income securities could default on its payment obligations. The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness and business prospects of individual issuers of individual issuers, including creditworthiness governments and their agencies. Generally, fixed income securities will decrease in value if interest rates rise and vice versa. Fixed income securities involve credit risk if an issuer defaults on making interest payments, inflation risk, and interest rate risk as interest rates can rise faster than the rate on the fixed income security. Declines in dealer market-making capacity as a result of structural or regulatory changes could decrease liquidity and/or increase volatility in the fixed income markets. In the case of foreign securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. In response to these events, a portfolio’s value may fluctuate and its liquidity may be impacted. 18  Asset Allocation Risk — Your account may be a stand-alone asset allocation strategy or part of an overall asset allocation strategy and your IAR may recommend a focused or completion model primarily to complement an existing investment strategy. All strategies implemented by the Firm involve a risk of loss that you should be prepared to bear. Asset allocation, often referred to as “traditional” or “strategic” asset allocation, is a strategy that seeks to diversify assets across various types of asset classes. Asset classes could include broad asset classes (such as equity or fixed income), or sub-asset classes (such as large cap, small cap, or international). The weights assigned to each asset class are expected to result in an overall portfolio with risk and return characteristics that meet your investment objectives. Asset allocation assumes that the mix of asset classes will remain fairly consistent over a long period of time. Your asset allocation targets typically are not changed unless your circumstances or objectives change. There are risks associated with asset allocation. One such risk is that you may not participate in sharp increases in a particular security, industry or market sector. If you have such an asset allocation you may not achieve your investment objectives and may lose money. Tactical asset allocation is a strategy that actively adjusts a portfolio’s asset allocation based upon short-term trends that could include financial market trends, economic cycles and asset class valuations. Based upon short-term assumptions, the portfolio allocations to certain asset classes are increased, while the portfolio allocations to other asset classes are decreased. There are risks associated with tactical asset allocation. If you have a tactical asset allocation strategy you may not achieve their investment objectives and may lose money. Tactical asset allocation is a market timing strategy, but its risk lies more in asset categories rather than individual securities. At different points in time, the tactical asset allocation and structure of your Portfolio vary significantly. There is no guarantee a tactical asset allocation will correctly predict or track market movements or that it will provide comparable returns or decreased volatility relative to traditional strategic asset allocation Program. Clients in tactical asset allocations are relying significantly on the skills and experience of the manager’s ability to correctly judge changes in market behavior and construct a portfolio that predicts market behavior. In addition, even if the portfolio is correctly positioned, there is no guaranty that you will not experience substantial losses. The tactical asset allocation results in a portfolio may experience frequent trading in order to take advantage of anticipated changes in market conditions. A high level of portfolio turnover may negatively impact performance by generating greater tax liabilities and brokerage and other transaction costs. Focused or completion strategies are portfolios that are concentrated in a certain asset class or deploy a specific strategy. Generally, focused or completion strategies are used to complement other holdings. There are unique risks associated with focused and completion strategies, such as increased volatility since portfolios are often concentrated in a particular asset class. Alternative Mutual Funds Risk — Alternative mutual funds are publicly offered mutual funds that have many of the same protections as other registered investment companies but accomplish investment objectives through non-traditional investments and trading strategies. Alternative mutual funds are speculative and involve significant risks including but not limited to those associated with the use of derivative instruments for hedging or leverage, liquidity and volatility risks associated with distressed investments, liquidity risks associated with restrictions on securities purchased in an initial public offering or from privately held issuers, currency risk due to investments in or exposure to foreign assets or instruments, and risks associated with short selling of securities. Convertible and Preferred Securities — Convertible and preferred securities have many of the same characteristics as stocks, including many of the same risks. In addition, convertible securities may be more sensitive to changes in interest rates than stocks. Convertible securities may also have credit ratings below investment grade, meaning that they carry a higher risk of failure by the issuer to pay principal and/or interest when due. Credit Risk — The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. An account that deals with counterparties in the investment of its assets may be subject to credit risk, including accounts that invest in private credit (credit not issued by a bank or traded on the public markets). Depositary Receipts Risk — Depositary receipts, such as ADRs, are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including among other things, political, social and economic developments abroad, currency movements, and different legal, regulatory and tax environments. Duration Risk — Longer-term fixed-income securities in which an account may invest tend to be more volatile than short-term securities. Portfolios that have securities with a longer average duration are more sensitive to changes in interest rates and therefore may experience greater volatility than a portfolio that has securities with a shorter average portfolio duration. Cybersecurity. The Firm’s business is highly dependent upon information and computer systems, including those of third parties and their service providers. Those computer systems have been, and will likely in the future be, subject to or targets of unauthorized or fraudulent access, including physical or electronic break-ins or unauthorized tampering, as well as attempted cyber and other security threats and other computer-related penetrations. Like other financial services companies, the Firm, its service providers, and business partners are and will continue to be subject to cybersecurity and technology risks, such as malware and computer virus 19  attacks, ransomware, unauthorized access, business e-mail compromise, misuse, denial-of-service attacks, system failures and disruptions. In addition, the Firm routinely transmits, receives and stores personal, confidential, and proprietary information by electronic means. Although the Firm employs various measures designed to keep such information and its computer systems confidential and secure, there is no guarantee that such measures will be fully effective, and the Firm may be unable to effectively protect such information or computer systems so in all events. Cyber-attacks, other cyber-related risks, and technology outages could adversely impact the Firm’s business or the Firm’s ability to effectively provide its services, potentially resulting in financial losses to the Firm’s clients. Those events could also result in a loss of confidential information, including personal information, give rise to remediation or other expenses, expose the Firm to liability under U.S. federal and/or state laws and regulations, or subject the Firm to litigation, investigations, sanctions and regulatory and law enforcement action, and result in reputational harm and loss of business, which could have a material adverse effect on the Firm’s business operations. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, and other financial institutions; and other parties. In addition, substantial costs may be incurred by the Firm and those other entities in order to prevent any cybersecurity breaches in the future. The Firm is also subject to a variety of evolving privacy and information security laws and regulations that expose the Firm to heightened regulatory scrutiny and require the Firm to incur significant technical, legal and other expenses in an effort to ensure and maintain compliance. If the Firm is found not to be in compliance with these laws and regulations, the Firm could be subjected to significant civil and criminal liability and exposed to reputational harm. Other Financial Industry Activities and Affiliations. VFA is a wholly owned subsidiary of VALIC, which is a Texas-domiciled insurance company and an SEC-registered investment adviser. VALIC is primarily engaged in the offering and issuance of fixed and variable annuity contracts and combinations thereof and is licensed to issue annuities in 50 states and the District of Columbia. Annuities are issued by VALIC or The United States Life Insurance Company in the City of New York (“USL”), New York, NY. Guarantees are backed by the claims-paying ability of the issuing insurance company and each company is responsible for the financial obligations of its products. Beginning January 1, 2026, USL will be Corebridge Financial’s sole authorized issuer of new annuities in New York. VFA is also a broker-dealer and a member of FINRA. VFA is regulated by the Municipal Securities Rulemaking Board, and state securities and insurance regulatory bodies. VFA is also a member of the Securities Investor Protection Corporation established under the Securities Investor Protection Act of 1970. In this capacity, VFA may transact in various types of securities, including, but not limited to, stocks, bonds, variable investment products and mutual funds. VFA, as well as our financial advisors, receive separate compensation for securities transactions effected through the Firm.  Corebridge Capital Services, Inc. (“CCS”) is an affiliate of the Firm. In its capacity as a registered broker-dealer, CCS acts as principal underwriter for the offer, sales and distribution of the variable annuity contracts issued by VALIC and its affiliates and as principal underwriter and distributor of the mutual funds advised by VALIC.  SAAMCo is an affiliate of the Firm. SAAMCo serves as an administrator and investment sub-adviser to certain mutual funds advised by VALIC.  VALIC Trust Company Inc., an affiliate of the Firm, acts as custodian/trustee for employer-sponsored retirement plans for which the Firm provides enrollment, education and advisory services to individual plan participants.  VALIC Retirement Services Company (“VRSCO”) is a wholly owned subsidiary of VALIC and an SEC-registered transfer agent for the mutual funds advised by VALIC. VRSCO is also a record keeper and service provider to certain retirement plans for which the Firm provides enrollment, education and advisory services.  VALIC Company I (“VC I”) is registered under the Investment Company Act of 1940, as an open-end management investment company. Subject to the authority of VC I’s Board of Directors, VALIC serves as the investment adviser to each Fund (as defined below) and conducts the business and affairs of VC I. VC I consists of separate investment portfolios (the “Funds”), each of which is, in effect, a separate mutual fund issuing its own separate class of shares of common stock. The Funds are offered as underlying investment options within VALIC-issued variable annuity contracts and as mutual funds in employer-sponsored retirement plans for which VFA offers the GPS Program and GPA Programs, as applicable. SAAMCo provides certain accounting and administrative services to certain of the Funds. CCS serves as VC I’s agent in the distribution of Fund shares to the VALIC separate accounts, separate accounts of other life insurance companies that may or may not be affiliated with VALIC, and, subject to applicable law, to qualified pension and retirement plans and individual retirement accounts outside of the separate account context. VRSCO provides transfer agency services to the Funds, including shareholder servicing and dividend disbursement services.  USL is a wholly owned subsidiary of Corebridge Financial. Code of Ethics, Participation in Client Transactions and Personal Trading. The Firm has adopted a Code of Ethics (“Code”) for which it periodically reviews and updates. VFA will provide a copy of its current Code to clients and prospective clients upon request by contacting us at 866-544-4968. 20  VFA, as an investment adviser, has a fiduciary duty to act in the best interests of its advisory clients. The Code requires honest and ethical conduct by all our supervised persons, compliance with applicable laws and governmental rules and regulations, the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code, and accountability for adherence to the Code. The Code is designed to protect the organization and its clients from damage that could arise from a situation involving a real or apparent conflict of interest. While it is not possible to identify all possible situations in which conflicts might arise, this Code is designed to set forth our policy regarding the conduct of our supervised persons in those situations in which conflicts are most likely to develop. Supervised persons are expected to adhere to the Code and are also expected to follow procedures for the reporting any violations of the Code. For access persons, VFA requires that certain securities transactions be disclosed and/or reported. Access persons are any of VFA’s supervised persons who have access to non-public information regarding any investment advisory client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund (as defined in the Code) or any person who is involved in making certain types of securities recommendations to investment advisory clients, or who has access to such recommendations that are non-public. In our capacity as a broker-dealer, we provide to our clients a variety of products and services for which we are compensated. If an advisory client chooses to utilize our services as a broker-dealer, VFA and registered representatives, who are also IARs, may earn compensation in the form of brokerage commissions in addition to advisory fees. Outside of MIP, our registered representatives may recommend to you the purchase or sale of investment products in which we or a related entity may have some financial interest, including, but not limited to, the receipt of compensation. Privacy Policy. Protecting customers’ personal information is important to the Firm. Therefore, the Firm has instituted policies and procedures to keep customer information confidential and secure. The Firm does not disclose any non-public personal information about its customers or former customers to any non-affiliated third parties except as required by or permitted by law. In the course of servicing a client account, the Firm may share some information with its service providers, such as transfer agents, custodians, broker-dealers, accountants, and attorneys. The Firm delivers a copy of its privacy policy to prospective clients prior to establishing a client relationship with VFA and to all VFA clients annually, thereafter. Review of Accounts. The Firm, as sponsor, is responsible for the operation of MIP. The Firm, through its investment group, periodically meets with Envestnet to review the MIP portfolio models’ investment performance, Strategists and other matters related to MIP. For all MIP portfolios (except for the Selected MIA Portfolios), Envestnet will monitor your account on an ongoing basis and will rebalance your account periodically. Envestnet and the Strategist are responsible for ensuring the tools and analyses are operating properly and are consistent with your investment profile. For the Selected MIA Portfolios, the Separate Account Manager will manage your account on an ongoing basis, rebalance your account periodically and may accommodate reasonable portfolio restrictions. The IAR relies on the Separate Account Manager to manage your portfolio and on Envestnet PMC, in consultation with the Firm, to conduct due diligence on the Separate Account Manager and to ensure the tools and analyses are operating properly. Diversification, asset allocation and rebalancing strategies do not ensure a profit or guarantee against a loss. Written Reports. Clients receive quarterly written reports from Envestnet that itemizes the activity in your MIP account during the preceding quarter, the current asset allocation, and the market value of the account. The report will also provide market commentary, a breakdown of investments, and an account summary that includes the beginning balance, end-of-quarter balance, and year-to-date values. Additionally, NFS will provide you trade confirmations and quarterly account statements for your account, in accordance with applicable laws. You will also receive all statements and forms required to be provided to you for tax reporting purposes. Other Compensation. VFA maintains a program under which its representatives are eligible to attend an annual conference and/or other incentive trips sponsored by Corebridge Financial and/or VALIC, which are based on their achievement of certain sales goals and achieving certain levels of plan enrollments. Certain of the Firm’s top-earning IARs are designated as President’s Circle members and receive additional compensation and benefits. Qualification for the annual conference and/or incentive trips and membership in the President’s Circle is based on total compensation and plan enrollments as described in this Brochure and is not based on any specific product or category of products. However, because eligibility is based on the IAR’s total compensation, IARs are incentivized to have clients purchase additional products and services and add assets to existing products and services, enroll individuals in plan-sponsored programs, and to transfer assets to products and services that generate higher levels of compensation for the IAR. With respect to each of the Firm’s advisory programs, a portion of the advisory or program fees you pay to the Firm is paid to the IAR. Generally, the percentage of fees that the Firm pays to your IAR from the GPS Program, the GPA Program, MIP, and/or MIP 21  UMA fluctuates based on a rolling 12-month period as the IAR’s aggregate compensation from both the sale of securities/insurance products and the receipt of advisory fees reaches certain thresholds during that rolling time period. This increase in compensation to the IAR will not increase the fees you pay to the Firm but does trigger the compensation conflict described in this section. More information is provided in the section above “Compensation and Conflicts of Interest”. The compensation that your IAR receives from substantially all compensation sources counts towards your IAR’s qualification for non-cash awards, trips and other non-cash benefits offered by the Firm. The Firm may implement programs under which IARs may be eligible to win non-cash awards, trips and other non-cash benefits offered by the Firm for certain sales efforts relating to enrollment in employer-sponsored retirement plan accounts, among other factors. Similar to other sales-based programs, such non-cash awards are not based on the sale of any specific product or category of products. These programs will not change the fees that you pay for advisory services. The Firm and/or one or more of its affiliates will receive payments from third parties, including fund sponsors, product partners, and service providers that choose to participate in, and that are designed to defray the costs associated with, Firm-sponsored or VALIC- sponsored conferences, seminars, training or other educational events where these funds, products, or other related services are discussed and that are attended by our employees or employees of our affiliates and/or plan sponsors and plan consultants. These payments are not a condition of the availability of the products, mutual funds, and/or ETFs in the MIP Portfolios. The Firm utilizes NFS as its clearing broker based on the high quality of services it provides which the Firm believes are in its clients’ best interest. NFS provides the Firm all net profits on trading errors in MIP accounts, which gives the Firm an incentive to use its account at NFS for trade execution. The Firm also receives an annual payment from NFS, in the form of a credit, for transferring client accounts and/or clients’ cash and securities to the NFS platform, subject to certain terms and conditions. This credit is applicable to rollovers, distributions, and other client contributions; it is exclusive of any increases or decreases in the value of securities or assets after conversion to the NFS platform. The Firm is incentivized to transfer clients’ accounts and/or assets to the NFS platform as a result of the credit paid by NFS to the Firm, resulting in a conflict of interest for the Firm. Certain fees that are paid by the Firm to NFS will decrease as the total assets of the Firm’s clients that are held with NFS as Custodian increase. As a result, the Firm has an incentive to recommend advisory programs custodied with NFS and to recommend that you increase your investment in your account, which results in the Firm paying lower fees to NFS. The Firm mitigates this conflict through our ongoing assessment of the services that NFS provides to ensure that retaining NFS continues to be in our clients’ best interests, as well as the disclosure provided herein. The Firm’s agreement with Envestnet indicates that Envestnet will reduce certain of its fees if assets under management attributable to the Firm’s accounts reach specific thresholds. Accordingly, as the Firm’s assets increase on the Envestnet platform and reach such thresholds, the Firm retains a higher portion of the Program Fee. Accordingly, the Firm has an incentive to increase clients’ assets on Envestnet’s platform. However, your total Program Fee does not increase or decrease as a result of this arrangement. The Firm does not pay related or non-related persons for referring potential MIP advisory clients. Sponsorship Activities of the Firm and its Affiliates. The Firm and its Affiliates from time to time enter into agreements with, and pay compensation to, various organizations and associations, including trade associations, unions, and other industry groups, that provide various services to retirement plan sponsors and/or plan participants. These organizations may sponsor and invite the Firm and/or its Affiliates to participate in educational conferences and seminars for retirement plan participants who, through their retirement plan, have access to the advisory programs offered by the Firm. In some instances, these organizations may endorse and/or promote the Firm and/or its Affiliates’ products and/or services, and otherwise provide the Firm and/or its Affiliates with marketing opportunities. Our sponsorship payments to these organizations for marketing and advertising opportunities provide an incentive for the organizations to promote the Firm’s and/or the Affiliates’ advisory services and products and often result in additional advisory program and annuity sales to plan participants. Certain of these arrangements may be considered payments for endorsements which are disclosed in accordance with regulatory requirements. Referrals to Third Parties. IARs may refer clients to an accountant, attorney, or other specialists, as necessary for non-advisory related services. Although IARs are not compensated for such non-advisory related referrals through the Firm, IARs may refer clients to businesses providing these services they own or work for outside of their association with the Firm and clients may separately pay for those non-VFA related services. VFA does not endorse or supervise professionals referred to clients in this way. For certain plan sponsor clients of VALIC, VFA has authorized its representatives to endorse, refer, and market the services of third- party registered investment advisers (“Third-Party Advisers”) to the plan sponsors’ participants in accordance with Rule 206(4)-1 under the Advisers Act, as amended. VFA and VFA’s representatives receive referral fees from the Third-Party Advisers based on these endorsements and marketing activities. The compensation is paid as an ongoing cash payment calculated as a percentage of the advisory fees charged by the Third-Party Advisers for the participants’ enrollment in the advisory program offered by the Third- Party Advisers. Because VFA is engaged by and paid by these Third-Party Advisers for the referrals, any referral regarding such 22  Third-Party Advisers presents a conflict of interest. VFA provides a written disclosure to the referral clients regarding the role of VFA and its representatives as a referral agent, the conflict of interest, which includes the compensation to VFA, and other terms of the relationship between VFA and the Third-Party Advisers, which discloses this conflict. VFA reserves the right to enter into similar arrangements with other third-party advisors. Voting Client Securities. Neither VFA nor its IARs will vote, or give any advice about how to vote, proxies for securities in advisory clients’ accounts. For MIP, the Strategist or Separate Account Managers responsible for the management of their respective portfolios are designated to vote proxies on your behalf unless you direct us otherwise in writing. More information about the Strategists’ and Separate Account Managers’ proxy voting policies and procedures can be found in their respective Part 2A Brochure available at www.adviserinfo.sec.gov. Clients may contact their IAR with questions about our proxy voting policies. In its capacity as the overlay manager, Envestnet PMC votes proxies for the securities in certain Portfolios based on those Portfolios’ investment objectives. Please refer to the Portfolios’ prospectus and related offering documents, as well as the Strategists’ respective Part 2A Brochures which are available on the SEC’s website at www.adviserinfo.sec.gov, for more information regarding investment objectives and strategies. Charitable Donations. VALIC, VFA, its Affiliates and/or its Supervised Persons from time to time make cash or non-cash donations to charitable organizations or societies organized as 501(c)(3) charities, including charitable organizations associated with potential and/or actual clients of VFA and/or VALIC. These charitable donations are provided in support of non-profit causes identified by that organization, and disbursements of such donations are done under the direction of the charitable organization, and not VFA or VALIC. VFA and VALIC have procedures to identify, address and mitigate potential conflicts. Financial Information. VFA has no financial condition that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy petition. 23