Item 1.
|
Reports to Stockholders |
December 31, 2007
ANNUAL REPORT
SUNAMERICA FOCUSED ALPHA GROWTH FUND, INC.
SunAmerica Focused Alpha Growth Fund
(FGF)
SHAREHOLDERS
LETTER
|
1 | |
STATEMENT OF ASSETS AND
LIABILITIES
|
3 | |
STATEMENT OF
OPERATIONS
|
4 | |
STATEMENT OF CHANGES IN NET
ASSETS
|
5 | |
FINANCIAL HIGHLIGHTS
|
6 | |
PORTFOLIO OF
INVESTMENTS
|
7 | |
NOTES TO FINANCIAL
STATEMENTS
|
9 | |
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
|
14 | |
BOARD OF DIRECTORS APPROVAL OF
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT AND SUBADVISORY
AGREEMENTS
|
15 | |
DIVIDEND REINVEST AND CASH
PURCHASE PLAN
|
20 | |
RESULTS OF SPECIAL SHAREHOLDER
MEETING
|
21 | |
DIRECTORS AND OFFICERS
INFORMATION
|
22 | |
SHAREHOLDER TAX
INFORMATION
|
24 |
December 31, 2007
ANNUAL REPORT
Shareholders Letter
Dear Shareholders:
We are pleased to present the annual report for the SunAmerica
Focused Alpha Growth Fund (the Fund) and thank you
for including this strategic investment solution in your
investment plan.
In the year ended December 31, 2007, the Funds Net
Asset Value (NAV) returned 12.7%, outperforming its
benchmark, the Russell 3000 Growth
Index1,
which returned 11.4% for the same period. The Funds market
price returned 13.2% during the same period. As of December 31
2007, the Funds NAV was $21.04 and its market price was
$18.92.
The past twelve months have been a volatile period for equities
as markets reacted to a variety of rapidly-unfolding news
developments. In the first half of 2007, U.S. stocks recorded
strong overall results despite a variety of challenges that
included: a slowdown in U.S. growth following tightening by the
Federal Reserve Board (Fed); rising oil prices; and
the beginning of concerns around credit and a slowdown in U.S.
consumer spending. The scenario changed considerably in the
second half, however, as equities were beset by a growing
malaise fueled by mortgage finance problems, credit market
pressures and further downdrafts in the U.S. housing market.
Market woes were further exacerbated by sharply higher oil
prices markets and nascent signs of decelerating global economic
growth. The combination of these factors led to questions about
the sustainability of the business cycle.
Market prices moved considerably in response. Government bond
yields declined, the value of the dollar fell faster than in
earlier years and equities turned trendless and volatile. A
broad-based market sell-off in November hurt value stocks more
than growth stocks, as both large- and small-cap issues
underperformed their respective growth counterparts. Growth
stocks were helped by outperformance in consumer staples,
healthcare, and producer durables issues sectors
characterized by a defensive position in times of a recession.
The Fund invests in what its managers believe are well-managed
companies with strong fundamentals, established business models
and growth potential. What sets the Fund apart is that it brings
together two of Wall Streets best known equity managers,
blending large and small-mid cap growth investing. Marsico
Capital Management LLC (Marsico) and BAMCO Inc.
(BAMCO) each contribute their favorite stock picks
to the portfolio. Marsico emphasizes large-cap growth investing
while BAMCOs Ron Baron and his team focus on small/mid-cap
growth opportunities.
We value your ongoing confidence in us and look forward to
serving your investment needs in the future.
Sincerely,
Peter A. Harbeck
President and CEO
AIG SunAmerica Asset Management Corp.
1
The Russell 3000 Growth Index measures the performance of those
Russell 3000 Index companies with higher price- to-book
ratios and higher forecasted growth values. The
Russell 3000 Index consists of the 3,000 largest
U.S. companies based on total market capitalization.
Indices are not managed and an
investor cannot invest directly into an index.
1
Overall, stock selection had the largest impact on the
performance of the portion of the Fund run by Marsico. This is
in keeping with our focused investing strategy. Apple Inc. was
the largest contributor in the period, returning 86%, propelled
forward by the success of its
I-phone. Other strong
performers included Las Vegas Sands and McDonalds Corp,
which rose 15% and 17%, respectively. McDonalds benefited
from its rollout of premium beverages and strong sales outside
U.S. markets. On the flip side, holdings in Biotechnology
company Genentech, Inc. declined in value. Media company Comcast
Corp. and Homebuilder Lennar Corp. also declined sharply prior
to being sold from the portfolio during the reporting period.
Although industry and sector allocations are a minor
consideration compared to our belief in the stories behind the
companies that are owned in the portfolio, the portion of the
Fund run by Marsico did benefit by a significant underweight in
the weak-performing Financials sector during the year. On the
flip side, performance was tempered by an overweight in the
Consumer Discretionary sector, and little or no exposure to the
Energy sector. Consumer Discretionary was among the
weakest-performing sectors of the benchmark index, while the
Energy sector was the strongest performing sector.
At BAMCO, we look for companies that have sustainable
competitive advantages, strong financial characteristics and
great management teams. Among the top performers in the
small/mid-cap segment of the Funds portfolio over the
reporting period were shares of private education company DeVry
and Wynn Resorts. DeVrys performance was driven by
improved student enrollment trends and operating metrics. These
were underscored by managements willingness to cut costs
and continue to diversify away from reliance on high-tech to
more health, business and career college offerings. Shares of
Wynn Resorts benefitted as its flagship casinos in Macau and Las
Vegas continued to grow, despite increased Chinese visa
restrictions that hampered travel to Macau and construction that
disrupted access to its Las Vegas property. As a result of its
strong free cash flow generation, the company was able to return
cash to shareholders in the form of a $6 per share dividend and
to introduce a $1.2 billion stock buyback program.
A position in Boyd Gaming suffered mainly due to concerns that
the Las Vegas locals market is slowing with the housing
recession in Las Vegas and higher unemployment. Car Max also
underperformed as shares of this leading chain of used car
superstores came up against difficult comparisons and credit
concerns. On a broad basis, industries that had a positive
impact on performance for the year were education, recreation
and healthcare. Industries that negatively impacted performance
were healthcare facilities, and financial services.
Investors should carefully consider the SunAmerica Focused Alpha
Growth Fund investment objective, strategies, risks, charges,
expenses and the Funds dividend distribution policy before
investing. The SunAmerica Focused Alpha Growth Fund should be
considered as only one element of a complete investment program.
The Funds equity exposure and derivative investments
involve special risks. An investment in the Fund should be
considered speculative. There is no assurance that the
SunAmerica Focused Alpha Growth Fund will achieve its investment
objective. The Fund is actively managed and its portfolio
composition will vary. Investing in the Fund is subject to
several risks, including: Non-Diversified Status Risk, Growth
and Value Stock Risk, Key Adviser Personnel Risk, Investment and
Market Risk, Issuer Risk, Foreign Securities Risk, Emerging
Markets Risk, Income Risk, Hedging Strategy Risk, Derivatives
Risk, Preferred Securities Risk, Debt Securities Risk, Small and
Medium Capitalization Company Risk, Leverage Risk, Liquidity
Risk, Market Price of Shares Risk, Management Risk,
Anti-Takeover Provisions Risk, Portfolio Turnover Risk and
Non-Investment Grade Securities Risk. The price of shares of the
Fund traded on the New York Stock Exchange will fluctuate with
market conditions and may be worth more or less than their
original offering price. Shares of closed-end funds often trade
at a discount to their net asset value, but may also trade at a
premium.
Securities listed may or may not be a part of the current
portfolio construction.
2
ASSETS:
|
|||||
Long-term investment securities, at
market value (unaffiliated)*
|
$ | 425,103,544 | |||
Short-term investment securities,
at market value (unaffiliated)*
|
13,196,000 | ||||
Total investments
|
438,299,544 | ||||
Cash
|
972 | ||||
Receivable for:
|
|||||
Dividends and interest
|
61,181 | ||||
Prepaid expenses and other assets
|
4,389 | ||||
Total assets
|
438,366,086 | ||||
LIABILITIES:
|
|||||
Payable for:
|
|||||
Investment advisory and management
fees
|
412,644 | ||||
Directors fees and expenses
|
423 | ||||
Administration fees
|
16,503 | ||||
Other accrued expenses
|
141,301 | ||||
Dividends payable
|
9,518,521 | ||||
Total liabilities
|
10,089,392 | ||||
Net Assets
|
$ | 428,276,694 | |||
NET ASSETS REPRESENTED
BY:
|
|||||
Common stock, $.001 par value
(200,000,000 shares authorized)
|
$ | 20,355 | |||
Additional paid-in capital
|
349,842,820 | ||||
349,863,175 | |||||
Accumulated undistributed net
investment income (loss) (unaffiliated)
|
| ||||
Accumulated undistributed net
realized gain (loss) on investments (unaffiliated)
|
(42,331 | ) | |||
Unrealized appreciation
(depreciation) on investments (unaffiliated)
|
78,455,850 | ||||
Net Assets
|
$ | 428,276,694 | |||
NET ASSET VALUES
|
|||||
Net assets
|
$ | 428,276,694 | |||
Shares outstanding
|
20,355,236 | ||||
Net asset value per share
|
$ | 21.04 | |||
*Cost
|
|||||
Long-term investment securities
(unaffiliated)
|
$ | 346,647,694 | |||
Short-term investment securities
(unaffiliated)
|
$ | 13,196,000 | |||
3 |
INVESTMENT INCOME:
|
|||||
Dividends (unaffiliated)
|
$ | 4,030,754 | |||
Interest (unaffiliated)
|
1,276,162 | ||||
Total investment income
|
5,306,916 | ||||
EXPENSES:
|
|||||
Investment advisory and management
fees
|
4,608,060 | ||||
Administration fees
|
184,322 | ||||
Transfer agent fees and expenses
|
19,900 | ||||
Custodian and accounting fees
|
81,389 | ||||
Reports to shareholders
|
83,631 | ||||
Audit and tax fees
|
40,773 | ||||
Legal fees
|
76,750 | ||||
Directors fees and expenses
|
47,686 | ||||
Other expenses
|
36,415 | ||||
Total expenses before custody
credits
|
5,178,926 | ||||
Custody credits earned on cash
balances
|
(2,595 | ) | |||
Fees paid indirectly (Note 4)
|
(16,029 | ) | |||
Net expenses
|
5,160,302 | ||||
Net investment income (loss)
|
146,614 | ||||
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES:
|
|||||
Net realized gain (loss) on
investments (unaffiliated)
|
51,519,597 | ||||
Net realized foreign exchange gain
(loss) on other assets and liabilities
|
(78 | ) | |||
Net realized gain (loss) on
investments and foreign currencies
|
51,519,519 | ||||
Change in unrealized appreciation
(depreciation) on investments (unaffiliated)
|
2,651,074 | ||||
Change in unrealized foreign
exchange gain (loss) on other assets and liabilities
|
22 | ||||
Net unrealized gain (loss) on
investments and foreign currencies
|
2,651,096 | ||||
Net realized and unrealized gain
(loss) on investments and foreign currencies
|
54,170,693 | ||||
NET INCREASE (DECREASE) IN
NET ASSETS RESULTING FROM OPERATIONS
|
$ | 54,317,229 | |||
4 |
For the | For the | ||||||||
Year Ended | Year Ended | ||||||||
December 31, 2007 | December 31, 2006 | ||||||||
INCREASE (DECREASE) IN NET
ASSETS
|
|||||||||
Operations:
|
|||||||||
Net investment income (loss)
|
$ | 146,614 | $ | 162,296 | |||||
Net realized gain (loss) on
investments and foreign currencies
|
51,519,519 | 12,702,491 | |||||||
Net unrealized gain (loss) on
investments and foreign currencies
|
2,651,096 | 54,090,013 | |||||||
Net increase (decrease) in net
assets resulting from operations
|
54,317,229 | 66,954,800 | |||||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
(146,536 | ) | (162,238 | ) | |||||
Net realized gain on investments
|
(51,561,928 | ) | (12,678,584 | ) | |||||
Return of capital
|
(15,667,367 | ) | (11,585,461 | ) | |||||
Total distributions to shareholders
|
(67,375,831 | ) | (24,426,283 | ) | |||||
Total increase
(decrease) in net assets
|
(13,058,602 | ) | 42,528,517 | ||||||
NET ASSETS:
|
|||||||||
Beginning of period
|
441,335,296 | 398,806,779 | |||||||
End of period
|
$ | 428,276,694 | $ | 441,335,296 | |||||
Includes
accumulated undistributed net investment income (loss)
|
$ | | $ | | |||||
5 |
For the Period | |||||||||||||
For the | For the | July 29, 2005 | |||||||||||
Year Ended | Year Ended | through | |||||||||||
December 31, 2007 | December 31, 2006 | December 31, 2005 | |||||||||||
Net Asset Value, Beginning of
period
|
$ | 21.68 | $ | 19.59 | $ | 19.10(1 | ) | ||||||
Investment Operations:
|
|||||||||||||
Net investment income (loss)@
|
0.01 | 0.01 | (0.02 | ) | |||||||||
Net realized and unrealized gain
(loss) on investments
|
2.66 | 3.28 | 1.05 | ||||||||||
Total from investment operations
|
2.67 | 3.29 | 1.03 | ||||||||||
Distributions From:
|
|||||||||||||
Net investment income
|
(0.01 | ) | (0.01 | ) | | ||||||||
Net realized gains on investments
|
(2.53 | ) | (0.62 | ) | | ||||||||
Return of capital
|
(0.77 | ) | (0.57 | ) | (0.50 | ) | |||||||
Total distributions
|
(3.31 | ) | (1.20 | ) | (0.50 | ) | |||||||
Capital Share
Transactions:
|
|||||||||||||
Offering costs for common shares
charged to additional paid-in capital
|
| | (0.04 | ) | |||||||||
Net Asset Value, End of
period
|
$ | 21.04 | $ | 21.68 | $ | 19.59 | |||||||
Net Asset Value Total
Return(2)#
|
12.67 | % | 17.37 | % | 5.27 | % | |||||||
Market Value, End of
period
|
$ | 18.92 | $ | 19.74 | $ | 17.03 | |||||||
Market Value Total
Return(3)#
|
13.20 | % | 23.65 | % | (12.42 | )% | |||||||
Ratios/ Supplemental
Data:
|
|||||||||||||
Net Assets, end of period
($000s)
|
$ | 428,277 | $ | 441,335 | $ | 398,807 | |||||||
Ratio of expenses to average net
assets(4)
|
1.14 | % | 1.16 | % | 1.17 | % | |||||||
Ratio of net investment income
(loss) to average net assets(4)
|
0.03 | % | 0.04 | % | (0.28 | )% | |||||||
Portfolio turnover rate
|
51 | % | 55 | % | 28 | % |
| Commencement of operations |
@ | Calculated based upon average shares outstanding |
# | Total return is not annualized. |
| Annualized |
(1) | Net asset value, beginning of period, reflects a deduction of $0.90 per share sales charge from the initial offering price of $20.00. |
(2) | Based on net asset value per share, dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Funds dividend reinvestment plan. NAV performance reflects performance without imposition of initial sales charge in connection with the initial public offering of the Fund and would be lower if included. |
(3) | Based on market value per share, dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Funds dividend reinvestment plan. |
(4) | Excludes expense reductions. If expense reductions had been applied, the ratio of expenses and net investment income to average net assets would have remained the same. |
6 |
Industry Allocation*
|
||||
Computers
|
14.5 | % | ||
Aerospace/ Defense
|
12.7 | |||
Casino Hotels
|
10.5 | |||
Web Portals/ ISP
|
7.6 | |||
Retail-Restaurants
|
7.5 | |||
Medical-HMO
|
6.7 | |||
Finance-Investment Banker/ Broker
|
6.1 | |||
Medical-Biomedical/ Gene
|
5.2 | |||
School
|
3.8 | |||
Retail-Sporting Goods
|
3.2 | |||
Time Deposits
|
3.1 | |||
Electric-Transmission
|
2.8 | |||
Soap & Cleaning Preparation
|
2.5 | |||
Transport-Services
|
2.1 | |||
Retail-Automobile
|
1.7 | |||
Data Processing/ Management
|
1.7 | |||
Oil
Companies-Exploration & Production
|
1.6 | |||
E-Commerce/ Services
|
1.6 | |||
Casino Services
|
1.5 | |||
Medical Instruments
|
1.5 | |||
Investment Management/ Advisor
Services
|
1.3 | |||
Physicians Practice Management
|
1.3 | |||
Commercial Services
|
1.2 | |||
Retail-Apparel/ Shoe
|
0.6 | |||
102.3 | % | |||
* | Calculated as a percentage of net assets |
7 |
Value | |||||||||
Security Description | Shares | (Note 2) | |||||||
COMMON STOCK 99.2% | |||||||||
Aerospace/ Defense
12.7%
|
|||||||||
General Dynamics Corp.
|
282,790 | $ | 25,165,482 | ||||||
Lockheed Martin Corp.
|
278,182 | 29,281,437 | |||||||
54,446,919 | |||||||||
Casino Hotels
10.5%
|
|||||||||
Boyd Gaming Corp.
|
250,000 | 8,517,500 | |||||||
Las Vegas Sands Corp.
|
228,254 | 23,521,575 | |||||||
Wynn Resorts, Ltd.
|
115,000 | 12,894,950 | |||||||
44,934,025 | |||||||||
Casino
Services 1.5%
|
|||||||||
Scientific Games Corp.,
Class A
|
200,000 | 6,650,000 | |||||||
Commercial Services
1.2%
|
|||||||||
ChoicePoint, Inc.
|
140,000 | 5,098,800 | |||||||
Computers
14.5%
|
|||||||||
Apple, Inc.
|
181,308 | 35,913,489 | |||||||
Hewlett-Packard Co.
|
515,454 | 26,020,118 | |||||||
61,933,607 | |||||||||
Data Processing/
Management 1.7%
|
|||||||||
SEI Investments Co.
|
230,000 | 7,399,100 | |||||||
E-Commerce/ Services
1.6%
|
|||||||||
HLTH Corp.
|
510,000 | 6,834,000 | |||||||
Electric-Transmission
2.8%
|
|||||||||
ITC Holdings Corp.
|
215,000 | 12,130,300 | |||||||
Finance-Investment Banker/
Broker 6.1%
|
|||||||||
Jefferies Group, Inc.
|
300,000 | 6,915,000 | |||||||
The Goldman Sachs Group,
Inc.
|
89,633 | 19,275,577 | |||||||
26,190,577 | |||||||||
Investment Management/ Advisor Services 1.3% | |||||||||
Cohen & Steers,
Inc.
|
190,000 | 5,694,300 | |||||||
Medical Instruments
1.5%
|
|||||||||
Edwards Lifesciences Corp.
|
136,800 | 6,291,432 | |||||||
Medical-Biomedical/
Gene 5.2%
|
|||||||||
Genentech, Inc.
|
330,268 | 22,151,075 | |||||||
Medical-HMO
6.7%
|
|||||||||
UnitedHealth Group,
Inc.
|
492,729 | 28,676,828 | |||||||
Oil Companies-Exploration & Production 1.6% | |||||||||
Encore Acquisition Co.
|
210,000 | 7,007,700 | |||||||
Physicians Practice
Management 1.3%
|
|||||||||
Healthways, Inc.
|
92,500 | 5,405,700 | |||||||
Retail-Apparel/ Shoe
0.6%
|
|||||||||
Under Armour, Inc.,
Class A
|
55,000 | 2,401,850 | |||||||
Retail-Automobile
1.7%
|
|||||||||
CarMax, Inc.
|
380,000 | 7,505,000 | |||||||
Retail-Restaurants
7.5%
|
|||||||||
McDonalds Corp.
|
541,885 | 31,922,445 | |||||||
Retail-Sporting
Goods 3.2%
|
|||||||||
Dicks Sporting Goods,
Inc.
|
500,000 | 13,880,000 | |||||||
School
3.8%
|
|||||||||
DeVry, Inc.
|
315,000 | 16,367,400 | |||||||
Soap & Cleaning
Preparation 2.5%
|
|||||||||
Church & Dwight Co.,
Inc.
|
200,000 | 10,814,000 | |||||||
Transport-Services
2.1%
|
|||||||||
Expeditors International of
Washington, Inc.
|
200,000 | 8,936,000 | |||||||
Web Portals/ ISP
7.6%
|
|||||||||
Google, Inc., Class A
|
46,903 | 32,432,486 | |||||||
Total Long-Term Investment
Securities
|
|||||||||
(cost $346,647,694)
|
425,103,544 | ||||||||
SHORT-TERM INVESTMENT SECURITIES 3.1% | |||||||||
Time Deposits
3.1%
|
|||||||||
Euro Time Deposit with State
Street
Bank & Trust Co. 2.10% due 01/02/08 |
$ | 3,778,000 | 3,778,000 | ||||||
Euro Time Deposit with State
Street
Bank & Trust Co. 3.15% due 01/02/08 |
9,418,000 | 9,418,000 | |||||||
Total Short-Term Investment
Securities
|
|||||||||
(cost $13,196,000)
|
13,196,000 | ||||||||
TOTAL INVESTMENTS
|
|||||||||
(cost $359,843,694)(1)
|
102.3 | % | 438,299,544 | ||||||
Liabilities in excess of other
assets
|
(2.3 | ) | (10,022,850 | ) | |||||
NET ASSETS
|
100.0 | % | $ | 428,276,694 | |||||
| Non-income producing security |
(1) | See Note 6 for cost of investments on a tax basis |
8 |
Note 1.
Organization of the Fund
SunAmerica Focused Alpha Growth Fund, Inc. (the
Fund) is a non-diversified closed-end management
investment company. The Fund is traded on the New York Stock
Exchange (NYSE) under the ticker symbol FGF. The
Fund was organized as a Maryland corporation on May 18,
2005 and is registered under the Investment Company Act of 1940,
as amended, (the 1940 Act). The Fund sold 5,236 of
its common stock shares (Shares) on July 18,
2005 to AIG SunAmerica Asset Management Corp. (the
Adviser or AIG SunAmerica), an indirect
wholly-owned subsidiary of America International Group, Inc.
(AIG). Investment operations commenced on
July 29, 2005 upon settlement of the sale of
18,500,000 shares in the amount of $353,350,000 (net of
underwriting fees and expenses of $16,650,000). In addition, on
August 25, 2005 and September 13, 2005, respectively,
the Fund issued 1,200,000 and 650,000 shares in the amount
of $22,920,000 and $12,415,000 (net of underwriting fees and
expenses of $1,080,000 and $585,000) in conjunction with the
exercise of the underwriters over-allotment option. AIG
SunAmerica paid certain organizational expenses of the Fund and
the offering costs of the Fund to the extent they exceeded
$.04 per share of the Funds common stock.
The Funds investment objective is to provide growth of
capital. The Fund seeks to pursue this objective by employing a
concentrated stock picking strategy in which the Fund, through
subadvisers selected by the Adviser, actively invests primarily
in a small number of equity securities (i.e., common stocks) and
to a lesser extent equity-related securities (i.e., preferred
stocks, convertible securities, warrants and rights) primarily
in the U.S. markets.
Indemnifications: Under the Funds organizational
documents, its officers and directors are indemnified against
certain liability arising out of the performance of their duties
to the Fund. In addition, in the normal course of business the
Fund enters into contracts that may contain the obligation to
indemnify others. The Funds maximum exposure under these
arrangements is unknown. Currently, however, the Fund expects
the risk of loss to be remote.
Note 2.
Significant Accounting Policies
The preparation of financial statements in accordance with
U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts and disclosures in the financial statements.
Actual results could differ from these estimates. The following
is a summary of the significant accounting policies followed by
the Fund in the preparation of its financial statements:
Security Valuation: Stocks are generally valued based
upon closing sales prices reported on recognized securities
exchanges. Stocks listed on the NASDAQ are valued using the
NASDAQ Official Closing Price (NOCP). Generally, the
NOCP will be the last sale price unless the reported trade for
the stock is outside the range of the bid/ask price. In such
cases, the NOCP will be normalized to the nearer of the bid or
ask price. For listed securities having no sales reported and
for unlisted securities, such securities will be valued based
upon the last reported bid price.
As of the close of regular trading on the NYSE, securities
traded primarily on security exchanges outside the U.S. are
valued at the last sale price on such exchanges on the day of
valuation, or if there is no sale on the day of valuation, at
the last-reported bid price. If a securitys price is
available from more than one exchange, the Fund uses the
exchange that is the primary market for the security. However,
depending on the foreign market, closing prices may be up to
15 hours old when they are used to price the Funds
shares, and the Fund may determine that certain closing prices
are unreliable. This determination will be based on review of a
number of factors, including developments in foreign markets,
the performance of U.S. securities markets, and the
performance of instruments trading in U.S. markets that
represent foreign securities and baskets of foreign securities.
If the Fund determines that closing prices do not reflect the
fair value of the securities, the Fund will adjust the previous
closing prices in accordance with pricing procedures approved by
the Board of Directors (the Board or the
Directors) to reflect what it believes to be the
fair value of the securities as of the close of regular trading
on the NYSE. The Fund may also fair value securities in other
situations, for
9
example, when a particular foreign market is closed but the Fund
is open. For foreign equity securities, the Fund uses an outside
pricing service to provide it with closing market prices and
information used for adjusting those prices.
Short-term securities with 60 days or less to maturity are
amortized to maturity based on their cost to the Fund if
acquired within 60 days of maturity or, if already held by
the Fund on the 60th day, are amortized to maturity based
on the value determined on the 61st day.
Securities for which market quotations are not readily available
or where a development/significant event occurs that may
significantly impact the value of the security, are fair valued,
as determined pursuant to procedures adopted in good faith by
the Board.
Repurchase Agreements: For repurchase agreements, the
Funds custodian takes possession of the collateral pledged
for investments in repurchase agreements. The underlying
collateral is valued daily on a mark to market basis to ensure
that the value, including accrued interest, is at least 102% of
the repurchase price. In the event of default of the obligation
to repurchase, a Fund has the right to liquidate the collateral
and apply the proceeds in satisfaction of the obligation. If the
seller defaults and the value of the collateral declines or if
bankruptcy proceedings are commenced with respect to the seller
of the security, realization of the collateral by the Fund may
be delayed or limited. At December 31, 2007, the Fund did
not enter into any repurchase agreements.
Securities Transactions, Investment Income, Expenses,
Dividends and Distributions to Shareholders: Security
transactions are recorded on a trade date basis. Realized gains
and losses on sales of investments are calculated on the
identified cost basis. Interest income is accrued daily except
when collection is not expected. Dividend income is recorded on
the ex-dividend date except for certain dividends from foreign
securities, which are recorded as soon as the Fund is informed
after the ex-dividend date. Foreign income and capital gains may
be subject to foreign withholding taxes and capital gains taxes
at various rates. Under applicable foreign law, a withholding of
tax may be imposed on interest, dividends, and capital gains at
various rates. Interest earned on cash balances held at the
custodian are shown as custody credits on the Statement of
Operations.
The Fund has adopted a distribution policy (the
Distribution Policy) under which the Fund will pay
level quarterly dividend distributions, subject to an adjusting
dividend distribution in the fourth quarter as described below.
The Distribution Policy and the dividend distribution rate may
be terminated or modified at any time. The Fund intends to pay a
level quarterly amount in each of the first three quarters of
the calendar year and increase, if necessary, the amount payable
for the fourth quarter to an amount expected to satisfy the
minimum distribution requirements of the Internal Revenue Code
of 1986, as amended (the Code), or as necessary to
distribute long-term capital gains in a manner consistent with
the requirements of the 1940 Act, as amended, whichever is
greater. Each quarter the Board will review the amount of any
potential dividend distribution and the income, capital gains
and capital available. A portion of the dividend distribution
may be treated as ordinary income (derived from short-term
capital gains) and qualifying dividend income for individuals.
If the Fund does not generate earnings from dividends, interest
and net realized capital gains equal to or in excess of the
aggregate dividend distributions paid by the Fund for the year,
then the amount distributed in excess of the Funds
investment income and net realized capital gains may be deemed a
tax return of capital. A return of capital represents a return
of a shareholders investment in the Fund and should not be
confused with yield, income or
profit. As the 1940 Act limits the distribution of
long-term capital gains generally to once per year, the Fund
expects that it will distribute higher returns of capital than
if the Fund were permitted to distribute long-term capital gains
more frequently. The Fund presently intends to apply to the
Securities and Exchange Commission (the Commission)
for an exemption to permit it to distribute long-term capital
gains more frequently, subject to applicable representations and
conditions. There can be no assurance that any such exemption
will be granted. The final determination of the source of all
dividend distributions in 2007 will be made after year-end. The
payment of dividend distributions in accordance with the
Distribution Policy may result in a decrease in the Funds
net assets. A decrease in the Funds net assets may cause
an increase in the Funds annual operating expenses and a
10
decrease in the Funds market price per share to the extent
the market price correlates closely to the Funds net asset
value per share. The Distribution Policy may also negatively
affect the Funds investment activities to the extent that
the Fund is required to hold larger cash positions than it
typically would hold or to the extent that the Fund must
liquidate securities that it would not have sold or hold
securities that it would liquidate, for the purpose of paying
the dividend distribution. The Distribution Policy may, under
certain circumstances, result in the amounts of taxable
distributions to exceed the levels required to be distributed
under the Code (i.e., to the extent the Fund has capital
losses in any taxable year, such losses may be carried forward
to reduce the amount of capital gains required to be distributed
in future years if distributions in a year exceed the amount
minimally required to be distributed under the tax rules, such
excess will be taxable as ordinary income to the extent loss
carryforwards reduce the required amount of capital gains in
that year). The Funds Board has the right to amend,
suspend or terminate the Distribution Policy at any time. The
amendment, suspension or termination of the Dividend
Distribution Policy may affect the Funds market price per
share. Shareholders of shares of the Fund held in taxable
accounts who receive a dividend distribution (including
shareholders who reinvest in shares of the Fund pursuant to the
Funds dividend reinvestment policy) must adjust the cost
basis to the extent that a dividend distribution contains a
nontaxable return of capital. Investors should consult their tax
adviser regarding federal, state and local tax considerations
that may be applicable in their particular circumstances.
The Fund intends to comply with the requirements of the Code,
applicable to regulated investment companies and distribute all
of their taxable income, including any net realized gain on
investments, to its shareholders. Therefore, no federal tax
provisions are required. The Fund files U.S. federal and
certain state income tax returns. With few exceptions, the Fund
is no longer subject to U.S. federal and state examinations
by tax authorities for tax years ending before 2004.
New Accounting Pronouncements: On July 13, 2006, the
Financial Accounting Standards Board
(FASB) released FASB Interpretation No. 48
Accounting for Uncertainty in Income Taxes
(FIN 48). FIN 48 provides guidance for how
uncertain tax positions should be recognized, measured,
presented and disclosed in the financial statements. FIN 48
requires the evaluation of tax positions taken or expected to be
taken in the course of preparing the Funds tax returns to
determine whether the tax positions are
more-likely-than-not of being sustained by the
applicable tax authority. Adoption of FIN 48 is required
for fiscal years beginning after December 15, 2006 and is
to be applied to all open tax years as of the effective date.
However, Registered Investment Companies are not required to
implement FIN 48 until their last net asset value
calculation in the first required financial statement reporting
period for fiscal years beginning after December 15, 2006.
Management has evaluated the implications of FIN 48 and
determined there is no impact to the financial statements.
In September 2006, the FASB issued Statement on Financial
Accounting Standards No. 157, Fair Value
Measurements (FAS 157). This standard
clarifies the definition of fair value for financial reporting,
establishes a framework for measuring fair value and requires
additional disclosures about the use of fair value measurements.
FAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and interim
periods within those fiscal years. As of December 31, 2007,
the Fund does not believe the adoption of FAS 157 will
impact the amounts reported in the financial statements,
however, additional disclosures will be required about the
inputs used to develop the measurements of fair value.
Foreign Currency Translation: The books and records of
the Fund are maintained in U.S. dollars. Assets and
liabilities denominated in foreign currencies and commitments
under forward foreign currency contracts are translated into
U.S. dollars based on the exchange rate of such currencies
against U.S. dollars on the date of the valuation. The Fund
does not isolate that portion of the results of operations
arising as a result of changes in the foreign exchange rates
from the changes in the market prices of securities held at the
end of the year. Similarly, the Fund does not isolate the effect
of changes in foreign exchange rates from the changes in the
market prices of Fund securities sold during the year.
11
Change in unrealized foreign exchange gains and losses on other
assets and liabilities located in the Statement of Operations
include foreign exchange gains and losses from currency gains or
losses between the trade and settlement dates of securities
transactions, the difference between the amounts of interest,
dividends and foreign withholding taxes recorded on a
Funds books and the U.S. dollar equivalent amounts
actually received or paid and changes in the unrealized foreign
exchange gains and losses relating to other assets and
liabilities arising as a result of changes in the exchange rate.
Note 3.
Investment Advisory and Management Agreement
Pursuant to its Investment Advisory and Management Agreement
(Advisory Agreement) with the Fund,
AIG SunAmerica manages the affairs of the Fund, and
selects, supervises and compensates the subadvisers to manage
the Funds assets. AIG SunAmerica monitors the compliance
of the subadvisers with the investment objective and related
policies of the Fund, reviews the performance of the
subadvisers, and reports periodically on such performance to the
Directors. Pursuant to the Advisory Agreement, the Fund will pay
AIG SunAmerica a monthly fee at the annual rate of 1.00% of the
average daily total assets of the Fund.
AIG SunAmerica has engaged Marsico Capital Management, LLC
(Marsico), an independently owned investment
management firm as of December 14, 2007, and BAMCO, Inc.
(BAMCO), a wholly-owned subsidiary of Baron Capital
Group, Inc., as subadvisers to the Fund (the
Subadvisers) to manage the investment and
reinvestment of the Funds assets. Pursuant to the
subadvisory agreements (Subadvisory Agreements)
among AIG SunAmerica, the Fund and Marsico and BAMCO,
respectively, Marsico and BAMCO select the investments made by
the Fund. Marsico manages the large-cap portion of the Fund and
is entitled to receive a fee at the annual rate of 0.40% of the
Funds average daily total assets allocated to Marsico.
BAMCO manages the small-and mid-cap portion of the Fund and is
entitled to receive a fee at the annual rate of 0.60% of the
Funds average daily total assets allocated to BAMCO. Each
subadviser is paid by AIG SunAmerica and not the Fund.
AIG SunAmerica serves as administrator to the Fund. Under the
Administrative Services Agreement, AIG SunAmerica is responsible
for performing or supervising the performance by others of
administrative services in connection with the operations of the
Fund, subject to the supervision of the Funds Board. AIG
SunAmerica will provide the Fund with administrative services,
regulatory reporting, all necessary office space, equipment,
personnel and facilities for handling the affairs of the Fund.
AIG SunAmericas administrative services include
recordkeeping, supervising the activities of the Funds
custodian and transfer agent, providing assistance in connection
with the Directors and shareholders meetings and
other administrative services necessary to conduct the
Funds affairs. For its services as administrator, AIG
SunAmerica is paid a monthly fee at the annual rate of 0.04% of
the Funds average daily total assets.
Note 4.
Expense Reductions
Through expense offset arrangements resulting from broker
commission recapture, a portion of the expenses of the Fund have
been reduced. For the year ended December 31, 2007, the
amount of expense reductions received to offset the Funds
non-affiliated expenses were $16,029.
Note 5.
Purchases and Sales of Investment Securities
The cost of purchases and proceeds from sales and maturities of
long-term investments during the year ended December 31,
2007, were as follows:
Purchases (excluding
U.S. government securities)
|
$ | 214,103,525 | ||
Sales and maturities (excluding
U.S. government securities)
|
255,074,265 | |||
Purchases of U.S. government
securities
|
| |||
Sales and maturities of
U.S. government securities
|
|
12 |
Note 6.
Federal Income Taxes
The following details the tax basis distributions as well as the
components of distributable earnings. The tax basis components
of distributable earnings may differ from the amounts reflected
in the Statement of Assets and Liabilities due to temporary
book/tax differences such as wash sales and Post-October losses.
For the year ended December 31, 2007 | ||||||||||||||||||||||
Distributable Earnings | Tax Distributions | |||||||||||||||||||||
Long-term Gains/ | Unrealized | |||||||||||||||||||||
Ordinary | Capital and Other | Appreciation | Ordinary | Long-Term | Return of | |||||||||||||||||
Income | Losses | (Depreciation) | Income | Capital Gains | Capital | |||||||||||||||||
$ | | $ | | $ | 78,413,520 | $ | 7,936,132 | $ | 43,772,332 | $ | 15,667,367 |
The amounts of aggregate unrealized gain (loss) and the cost of investment securities for federal tax purposes, including short-term securities were as follows: |
Cost (tax basis)
|
$ | 359,886,024 | ||
Appreciation
|
92,248,313 | |||
Depreciation
|
(13,834,793 | ) | ||
Net unrealized appreciation
(depreciation)
|
$ | 78,413,520 | ||
For the year ended December 31, 2007, reclassifications were made to increase accumulated net investment income by $19,190,859 with an offsetting adjustment to additional paid-in capital and accumulated realized gain in the amount of $(15,667,367) and $(3,523,492), respectively. The reclassifications arising from book/tax differences were primarily due to return of capital and distribution reclasses, taxable overdistribution and reclass of foreign currency gain (loss). |
Note 7. | Transactions with Affiliates |
For the year ended December 31, 2007 the Fund incurred no brokerage commissions with an affiliated broker. |
Note 8. | Capital Share Transactions |
The authorized capital stock of the Fund is 200,000,000 shares of common stock, $0.001 par value. |
Note 9. | Other Information |
The matter related to AIGs settlement with the Commission and other governmental authorities that was reported in recent shareholder reports has been resolved. With respect to such matter, in September 2007, the Commission issued a permanent exemptive order (the Order) pursuant to Section 9(c) of the 1940 Act, as amended, to AIG and certain affiliated persons of AIG, including AIG SunAmerica. The Order permits AIG SunAmerica to continue to provide advisory services to the Fund. There has been no adverse impact to the Fund or the Funds shareholders. |
13 |
14
15
16
17
18
19
20
A special meeting of the shareholders of the Fund (the
Meeting) was held on November 14, 2007. At this
Meeting, shareholders approved a new subadvisory agreement among
the Fund, AIG SunAmerica and Marsico.
The voting results of the meeting to approve the new subadvisory
agreement were as follows:
For | Against | Abstain | Total | |||||||||||||
Shares Voted
|
8,546,887 | 2,028,925 | 249,735 | 10,825,547 |
21 |
Number of | ||||||||||||||||
Funds | ||||||||||||||||
in Fund | ||||||||||||||||
Position | Term of | Complex | ||||||||||||||
Name, | Held With | Office and | Overseen | |||||||||||||
Address and | SunAmerica | Length of | Principal Occupations | by | Other Directorships Held | |||||||||||
Date of Birth* | Complex | Time Served | During Past 5 Years | Director(1) | by Director(2) | |||||||||||
Disinterested
Directors
|
||||||||||||||||
Jeffrey S. Burum DOB: February 27, 1963 |
Director | 2005-present | Founder and CEO of Southern California Development Corporation/National Housing, Development Corp. (1992 to present); Founder, Owner and Partner of Colonies Crossroads, Inc. (2000 to present); Owner and Managing Member of Diversified Pacific Development Group, LLC (1998 to present). | 39 | None | |||||||||||
Dr. Judith L. Craven DOB: October 6, 1945 |
Director | 2005-present | Retired. | 87 | Director, Belo Corporation (1992 to present); Director, Sysco Corporation (1996 to present); Director, Lubys Inc. (1998 to present). | |||||||||||
William F. Devin DOB: December 30, 1938 |
Director | 2005-present | Retired. | 88 | Member of the Board of Governors Boston Stock Exchange (1985 to present). | |||||||||||
Samuel M. Eisenstat DOB: March 7, 1940 | Chairman of the Board | 2005-present | Attorney, solo practitioner. | 49 | Director, North European Oil Royalty Trust. | |||||||||||
Stephen J. Gutman DOB: May 10, 1943 |
Director | 2005-present | Senior Associate, Corcoran Group (Real Estate) (2003 to present); President and Member of Managing Directors, Beau Brummell Soho LLC (Licensing of menswear specialty retailing and other activities) (1988 to present). | 49 | None | |||||||||||
William J. Shea DOB: February 9, 1948 |
Director | 2005-present | Managing Partner, DLB Capital, LLC (Private Equity) (2006 to present); President and CEO, Conseco, Inc. (Financial Services) (2001 to 2004); Chairman of the Board of Centennial Technologies, Inc. (1998 to 2001). | 49 | Chairman of The Board, Royal and Sun Alliance U.S.A., Inc. (2005 to present) Director, Boston Private Financial Holdings (2004 to present). | |||||||||||
Interested Director
|
||||||||||||||||
Peter A. Harbeck(3) DOB: January 23, 1954 |
Director | 2005-present | President, CEO and Director, AIG SunAmerica. (1995 to present); Director, AIG SunAmerica Capital Services, Inc. (SACS) (1993 to present) President and CEO, AIG Advisor Group, Inc. (2004 to present). | 96 | None | |||||||||||
Officers
|
||||||||||||||||
John T. Genoy** DOB: November 8, 1968 |
President | December 2007-present | Chief Financial Officer, AIG SunAmerica (2002 to present); Senior Vice President, AIG SunAmerica (2003 to present); Chief Operating Officer, AIG SunAmerica (2006 to present). | N/A | N/A | |||||||||||
Donna M. Handel DOB: June 25, 1966 |
Treasurer | 2005-present | Senior Vice President, AIG SunAmerica (2004 to present); Vice President, AIG SunAmerica (1997 to 2004). | N/A | N/A |
22 |
Number of | ||||||||||||||||
Funds | ||||||||||||||||
in Fund | ||||||||||||||||
Position | Term of | Complex | ||||||||||||||
Name, | Held With | Office and | Overseen | |||||||||||||
Address and | SunAmerica | Length of | Principal Occupations | by | Other Directorships Held | |||||||||||
Date of Birth* | Complex | Time Served | During Past 5 Years | Director(1) | by Director(2) | |||||||||||
Gregory N. Bressler DOB: November 17, 1966 |
Secretary and Chief Legal Officer |
2005-present | Senior Vice President and General Counsel, AIG SunAmerica (2005 to present); Vice President and Director of U.S. Asset Management Compliance, Goldman Sachs Asset Management, L.P. (2004 to 2005); Deputy General Counsel, Credit Suisse Asset Management, LLC (2002 to 2004); Counsel, Credit Suisse Asset Management, LLC (2000 to 2002). | N/A | N/A | |||||||||||
James Nichols DOB: April 7, 1966 |
Vice President | 2006-present | Director, President and CEO, AIG SACS (2006 to present); Senior Vice President, SACS (2002 to 2006); Vice President, AIG SunAmerica (1995 to 2002). | N/A | N/A | |||||||||||
Cynthia Gibbons DOB: December 6, 1967 |
Chief Compliance Officer | 2005-present | Vice President, AIG SunAmerica and Variable Annuity Life Insurance Company (2002 to present); Securities Compliance Manager, American General Investment Management (2000 to 2002). | N/A | N/A | |||||||||||
Nori L. Gabert DOB: August 15, 1953 |
Vice President and Assistant Secretary | 2005-present | Vice President and Deputy General Counsel, AIG SunAmerica (2001 to present); Vice President and Secretary, VALIC Company I and VALIC Company II (2000 to present); Formerly, Associate General Counsel, American General Investment Management, (1997 to 2001). | N/A | N/A | |||||||||||
Gregory R. Kingston DOB: January 18, 1966 |
Vice President and Assistant Treasurer | 2005-present | Vice President, AIG SunAmerica (2001 to present); Formerly, Vice President, American General Investment Management, L.P. (1999 to 2001). | N/A | N/A |
*
|
The business address for each Director and Officer is the Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992. | |
**
|
On December 10, 2007, John T. Genoy was elected as President and chief executive officer of the Fund. | |
(1)
|
The term Fund Complex means two or more registered investment company portfolios that hold themselves out to investors as related companies for purposes of investment services or have a common investment adviser or an investment adviser that is an affiliate of the Adviser. The Fund Complex includes the SunAmerica Money Market Funds, Inc. (2 funds), SunAmerica Equity Funds (9 funds), SunAmerica Income Funds (5 funds), SunAmerica Focused Series, Inc. (18 portfolios), the Fund (1 fund), SunAmerica Focused Alpha Large-Cap Fund, Inc. (1 fund), Anchor Series Trust (9 portfolios), SunAmerica Senior Floating Rate Fund, Inc. (1 fund), SunAmerica Series Trust (35 portfolios), VALIC Company I (32 portfolios), VALIC Company II (15 funds), Seasons Series Trust (24 portfolios), AIG Series Trust (3 portfolios), AIG Strategic Hedge Fund of Funds (1 fund) and Brazos Mutual Funds (4 funds). | |
(2)
|
Directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e. public companies) or other investment companies registered under the 1940 Act, other than those listed under the preceding column. | |
(3)
|
Mr. Harbeck is an interested person of the Fund, as defined in the Investment Company Act of 1940, because he is an officer and director of the adviser and a director of the principal underwriter of the Fund. |
23 |
Ordinary | Qualifying % for | |||||||||||||||||||||||||||||||
Total Amount | Investment | Short-Term | Long-Term | Return of | the 70% Dividends | |||||||||||||||||||||||||||
Payable Date | Record Date | Paid Per Share | Income | Capital Gains* | Capital Gains | Capital(1) | Received Deduction | |||||||||||||||||||||||||
Common Shares:
|
||||||||||||||||||||||||||||||||
3/29/2007 | 3/19/2007 | $ | 0.30000 | $ | 0.00425 | $ | 0.22599 | $ | 0.00000 | $ | 0.06976 | 50.79 | % | |||||||||||||||||||
6/28/2007 | 6/18/2007 | 0.30000 | 0.00295 | 0.15669 | 0.07060 | 0.06976 | 50.79 | % | ||||||||||||||||||||||||
9/27/2007 | 9/17/2007 | 0.35000 | 0.00000 | 0.00000 | 0.26861 | 0.08139 | 50.79 | % | ||||||||||||||||||||||||
12/31/2007 | 12/24/2007 | 2.36000 | 0.00000 | 0.00000 | 1.81121 | 0.54879 | 50.79 | % | ||||||||||||||||||||||||
Total Common Stock: | $ | 3.31000 | $ | 0.00720 | $ | 0.38268 | $ | 2.15042 | $ | 0.76970 | ||||||||||||||||||||||
* | Short-term capital gains are treated as ordinary income for tax purposes. |
(1) | The amount received as a non-taxable (return of capital) distribution should be applied to reduce the tax cost of shares. There was a $0.76970 per share return of capital in 2007 on common shares. |
24 |
25
Samuel M. Eisenstat
Peter A. Harbeck
Dr. Judith L. Craven
William F. Devin
Stephen J. Gutman
Jeffrey S. Burum
William J. Shea
John T. Genoy, President and
Chief Executive Officer
Donna M. Handel, Treasurer
James Nichols, Vice President
Cynthia Gibbons, Chief Compliance Officer
Gregory N. Bressler, Chief Legal Officer and
Secretary
Gregory R. Kingston, Vice President and
Assistant Treasurer
Nori L. Gabert, Vice President
and Assistant Secretary
Kathleen Fuentes, Assistant Secretary
Richard J. Barton, Assistant Secretary
John E. Smith Jr., Assistant Treasurer
AIG SunAmerica Asset Management Corp.
Harborside Financial Center
3200 Plaza 5
Jersey City, NJ 07311-4992
State Street Bank and Trust Company
P.O. Box 5607
Boston, MA 02110
Computershare Shareholder Services, Inc.
250 Royall Street
Canton, MA 02021
A description of the policies and procedures that the Fund uses
to determine how to vote proxies related to securities held in
the Funds portfolio, which is available in the Funds
Form N-CSR, may be
obtained without charge upon request, by calling
(800) 858-8850. This information is also available from the
EDGAR database on the U.S. Securities and Exchange
Commissions website at http://www.sec.gov.
DISCLOSURE OF QUARTERLY
PORTFOLIO HOLDINGS
The Fund is required to file its complete schedule of portfolio
holdings with the U.S. Securities and Exchange Commission
for its first and third fiscal quarters on
Form N-Q. The
Funds
Forms N-Q are
available on the U.S. Securities and Exchange
Commissions website at http://www.sec.gov. You can also
review and obtain copies of
Form N-Q at the
U.S. Securities and Exchange Commissions Public
Reference Room in Washington, DC (information on the
operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330).
PROXY VOTING RECORD ON FUND
PORTFOLIO SECURITIES
Information regarding how the Fund voted proxies related to
securities held in the Funds portfolio during the most
recent twelve month period ended June 30, is available,
once filed with the U.S. Securities and Exchange Commission
without charge, upon request, by calling
(800) 858-8850 or
on the U.S. Securities and Exchange Commissions
website at http://www.sec.gov.
This report is submitted solely for the general information of
shareholders of the Funds.
26
Item 2.
|
Code of Ethics | |
The SunAmerica Focused Alpha Growth Fund, Inc. (the registrant) has adopted a Code of Ethics applicable to its Principal Executive and Principal Accounting Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002. | ||
Item 3.
|
Audit Committee Financial Expert. | |
The registrants Board of Directors has determined that William J. Shea, the Chairman of the registrants Audit Committee, qualifies as an audit committee financial expert, as defined in the instructions to Item 3(a) of Form N-CSR. Mr. Shea is considered to be independent for purposes of Item 3(a)(2) of Form N-CSR. | ||
Item 4.
|
Principal Accountant Fees and Services. | |
(a)(d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrants principal accountant were as follows: |
2006 | 2007 | |||||||
(a) Audit Fees |
$ | 23,819 | $ | 25,221 | ||||
(b) Audit-Related Fees |
$ | 0 | $ | 0 | ||||
(c) Tax Fees |
$ | 12,495 | $ | 13,115 | ||||
(d) All Other Fees |
$ | 0 | $ | 0 |
Audit Fees include amounts related to the audit of the registrants annual financial statements and services normally provided by the principal accountant in connection with statutory and regulatory filings. Tax Fees principally include tax compliance, tax advice, tax planning and preparation of tax returns. | |||
Aggregate fees billed to the investment adviser and Adviser Affiliates (as defined below in Item 4(e)) that are required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X for the last two fiscal years for services rendered by the registrants principal accountant were as follows: |
2006 | 2007 | |||||||
(b) Audit-Related Fees |
$ | 0 | $ | 0 | ||||
(c) Tax Fees |
$ | 0 | $ | 0 | ||||
(d) All Other Fees |
$ | 0 | $ | 0 |
(e) | ||||
(1) The registrants Audit Committee (Committee) pre-approves all audit services provided by the registrants principal accountant for the registrant and all non-audit services provided by the registrants principal accountant for the registrant, its investment adviser and any entity controlling, controlled by, or under common control with the investment adviser (Adviser Affiliates) that provide ongoing services to the registrant, if the engagement by the investment adviser or Adviser Affiliate relates directly to the operations and financial reporting of the registrant. The audit committee has not presently established any pre-approval policies and procedures that permit the pre-approval of the above services other than by the full audit committee. Certain de minimis exceptions are allowed for non-audit services in accordance with Rule 2-01(c)(7)(i)(C) of Regulation S-X as set forth in the registrants audit committee charter. | ||||
(2) No services included in (b)-(d) above in connection with fees billed to the registrant or the investment adviser or Adviser Affiliates were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. | ||||
(f) | Not Applicable. | |||
(g) | The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrants principal accountant for non-audit services rendered to the registrant, its investment adviser, and Adviser Affiliates that provide ongoing services to the registrant for 2007 and 2006 were $13,115 and $12,495, respectively. | |||
(h) | Not Applicable. |
Item 5.
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Audit Committee of Listed Registrants. | |
The registrant has a separately designated Audit Committee consisting of the following members: | ||
Jeffrey Burum | ||
Judith Craven | ||
William Devin | ||
Samuel Eisenstat | ||
Stephen Gutman | ||
William Shea | ||
Item 6.
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Schedule of Investments. | |
Included in Item 1 to the Form. |
Item 7.
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Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
| Vote on a case-by-case basis on proposals to increase authorized common stock; | ||
| Vote on a case-by-case basis on mutual fund matter shareholder proposals to terminate the investment adviser; | ||
| Vote against the authorization of preferred stock with unspecified voting, conversion, dividend distribution and other rights (blank check preferred stock); | ||
| Vote on a case-by-case basis regarding finance, merger and acquisition matters; | ||
| Abstain from voting on social responsibility or environmental matters, unless the Funds objective is directly related to the social or environmental matter in question; | ||
| Not vote proxies for index funds/portfolios and passively managed funds/portfolios; 1 and | ||
| Vote on a case-by-case basis on equity compensation plans. |
1 | The Board of the Directors has determined that the costs of voting proxies for index and passively managed funds will generally outweigh any benefits that may be achieved by voting such proxies because the outcome will not directly affect whether the Fund retains a particular security. That is, the Fund will retain or sell a particular security based on objective, rather than subjective, criteria. For example, in the case of an index fund, the Fund will make a determination to retain or sell a security based on whether the index retains or deletes the security. |
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Number of Other Accounts Managed | Number of Accounts and Total Assets for | |||||||||||||||||||||||||||
and Total Assets by Account | Which Advisory Fee is Performance Based | |||||||||||||||||||||||||||
Name of Investment | Name of Portfolio | ($ in millions) | ($ in millions) | |||||||||||||||||||||||||
Adviser | Manager | RIC | OPI | OA | RIC | OPI | OA | |||||||||||||||||||||
Marsico |
Thomas F. Marsico | 31 | 15 | 169 | * | | | | ||||||||||||||||||||
$ | 41,910 | $ | 2,899 | $ | 29,183 | | | | ||||||||||||||||||||
BAMCO |
Ronald Baron | 8 | 5 | 55 | | 2 | ** | | ||||||||||||||||||||
$ | 15,785 | $ | 254 | ** | $ | 615 | | $ | 131 | |
* | One of these accounts is a wrap fee platform which includes approximately 30,256 underlying clients for total assets of approximately $13,116,700,000. | |
** | One is a fund of funds. |
| Trade Allocations. Conflicts may arise between the Fund and Other Client Accounts in the allocation of trades among the Fund and the Other Client Accounts, as the case may be. For example, the Adviser and/or Portfolio Managers may determine that there is a security that is suitable for the Fund as well as for Other Client Accounts that have a similar investment objective. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling that same security, or the Adviser and/or Portfolio Managers may take short positions in Other Client Accounts with respect to securities held long within the Fund, or vice-versa, which may adversely affect the value of securities held by the Fund. Such ownership or different interests may cause a conflict of interest. The Fund, the Adviser and/or subadvisers have adopted policies, procedures and/or practices regarding the allocation of trades and brokerage, which address the conflicts associated with managing multiple accounts for multiple clients (including affiliated clients). Subject to cash and security availability and lot size, among other factors, the policies, procedures and/or practices generally require that securities be allocated among the Fund and Other Client Accounts with a similar investment objective in a manner that is fair, equitable and consistent with their fiduciary obligations to each. | |
| Allocation of Portfolio Managers Time. The Portfolio Managers management of the Fund and Other Client Accounts may result in the Portfolio Managers devoting a disproportionate amount of time and attention to the management of the Fund and Other Client Accounts if the Fund and Other Client Accounts have different objectives, benchmarks, time horizons, and fees. Generally, such competing interests for the time and attention of the Portfolio Managers are managed. Although the Adviser does not track the time the Portfolio Managers spends on the Fund or a single Other Client Account, the Adviser and/or subadvisers do periodically assess whether the Portfolio Managers have adequate time and resources to effectively manage all of such Portfolio Managers accounts. In certain instances, Portfolio Managers may be employed by two or more employers. Where the Portfolio Manager receives greater |
compensation, benefits or incentives from one employer over another, the Portfolio Managers may favor one employer over the other (or Other Client Accounts) causing a conflict of interest. | ||
| Personal Trading by Portfolio Managers. The management of personal accounts by a Portfolio Manager may give rise to potential conflicts of interest. While generally, each sub-advisers Code of Ethics will impose limits on the ability of a Portfolio Manager to trade for his or her personal account, especially where such trading might give rise to a potential conflict of interest, there is no assurance that the Codes of Ethics will eliminate such conflicts. |
DOLLAR RANGE OF EQUITY | ||
NAME OF | SECURITIES IN | |
PORTFOLIO MANAGER | REGISTRANT | |
Thomas F. Marsico
|
None | |
Ronald Baron | $100,001 $500,000 |
Item 9.
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Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. | |
None. | ||
Item 10.
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Submission of Matters to a Vote of Security Holders. | |
There were no material changes to the procedures by which shareholders may recommend nominees to the registrants Board of Directors that were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by 22(b)(15)) of Schedule 14A (17 CFR 240.14a-101), or this Item 10. | ||
Item 11.
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Controls and Procedures. |
(a) | An evaluation was performed within 90 days of the filing of this report, under the supervision and with the participation of the registrants management, including the President and Treasurer, of the effectiveness of the design and operation of the registrants disclosure controls and procedures (as defined under Rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c))). Based on that evaluation, the registrants management, including the President and Treasurer, concluded that the registrants disclosure controls and procedures are effective. | |||
(b) | There was no change in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d))) that occurred during the registrants last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
Item 12.
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Exhibits. |
(a) | (1) Code of Ethics applicable to its Principal Executive and Principle Accounting Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit 99.406. Code of Ethics. | |||
(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) attached hereto as Exhibit 99.CERT. | ||||
(3) Not Applicable. | ||||
(b) | Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) and Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit 99.906.CERT. |
By:
|
/s/ John T. Genoy | |||
President |
By:
|
/s/ John T. Genoy | |||
President |
By:
|
/s/ Donna M. Handel | |||
Treasurer |