VALIC Co I is seeking Shareholder approval for new Investment advisory agreements under Proposals 2A and 2B before Corebridge Financial’s planned combination with Equitable Holdings. The vote matters because the existing agreement terminates after an assignment caused by a change of control, making shareholder approval necessary for the funds’ advisory arrangements to continue.

Key Highlights

  • The existing investment advisory agreement is dated Jan. 13, 2025 and contains an automatic termination provision tied to assignment.
  • Corebridge Financial and Equitable Holdings entered an agreement on March 26, 2026 for an all-stock combination.
  • VALIC Co I is asking shareholders to approve new investment advisory agreements through Proposals 2A and 2B.
  • The existing advisory agreement, dated Jan. 13, 2025, contains a change-of-control termination provision.

Shareholder Approval Request

VALIC Co I is asking shareholders to approve new investment advisory agreements for its funds through Proposals 2A and 2B. The proposals relate to the planned transactions involving Corebridge Financial and Equitable Holdings as the companies move toward an all-stock combination.

The request centers on the advisory arrangements that support the funds. Shareholder approval would allow new agreements to replace the existing agreement, which contains a provision addressing termination after a change of control.

Existing Advisory Agreement

VALIC serves as investment adviser to each fund. The existing agreement is dated Jan. 13, 2025, and includes a change-of-control termination provision that becomes relevant to the planned corporate transaction.

Because that provision applies when control changes, the existing agreement faces termination in connection with the transaction. The shareholder vote is therefore focused on approving new agreements for each transaction.

Proposals 2A and 2B

Proposals 2A and 2B present the requests for shareholder approval. Together, they concern the new investment advisory agreements that would govern the funds after the existing agreement is affected by the change of control.

The proposals do not describe a change to VALIC’s role as investment adviser to each fund. Instead, they address the replacement of the agreement that contains the termination provision tied to the change in control.

Merger Agreement

Corebridge Financial and Equitable Holdings entered their Merger agreement on March 26, 2026. The agreement establishes the planned transaction through which the two businesses are moving toward an all-stock combination.

That merger agreement provides the context for the shareholder requests. The planned combination is the corporate event connected to the change of control described in the existing advisory agreement.

Planned Holding Company

The planned structure places both Corebridge Financial and Equitable Holdings under a newly formed holding company. When the transaction closes, that Holding Company will be renamed Equitable Holdings.

This structure explains why the advisory agreements are being brought to shareholders. The companies’ businesses are being placed within the new holding company, while the existing agreement contains a provision that addresses the resulting change of control.

Effect of Approval

Shareholder approval would allow the new advisory agreements to replace the existing agreement that terminates upon the change of control. The requested approvals apply to each transaction described through Proposals 2A and 2B.

The article identifies VALIC as investment adviser to each fund and frames the vote around continuity of the advisory agreements following the planned combination. The approval request therefore connects the funds’ agreements with the transaction’s change-of-control consequences.

Source(s)

  • https://www.sec.gov/Archives/edgar/data/719423/000119312526369912/d48506ddef14a.htm