As filed with the Securities and Exchange Commission on March 28, 2014
Securities Act File No. 333-111662
Investment Company Act File No. 811-21482
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | x |
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| PRE-EFFECTIVE AMENDMENT NO. | o |
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| POST-EFFECTIVE AMENDMENT NO. 47 | x |
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| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | x |
AMENDMENT NO. 47
(Check appropriate box or boxes)
SunAmerica Specialty Series
(Exact Name of Registrant as Specified in Charter)
Harborside Financial Center
3200 Plaza 5
Jersey City, NJ 07311-4992
(Address of Principal Executive Office) (Zip Code)
Registrant’s telephone number, including area code: (800) 858-8850
Gregory N. Bressler, Esq. Senior Vice President and General Counsel SunAmerica Asset Management, LLC Harborside Financial Center 3200 Plaza 5 Jersey City, NJ 07311-4992 (Name and Address for Agent for Service) |
| With copies to: Margery K. Neale, Esq. Willkie Farr & Gallagher, LLP 787 Seventh Avenue New York, NY 10019-6099
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Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.
It is proposed that this filing will become effective (check appropriate box)
x immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended
Explanatory Note
This Post-Effective Amendment No. 47 consists of the following:
1. Facing sheet of the Registration Statement.
2. Part C to the Registration Statement (including signature page).
3. Exhibit (j)(iii) to Item 28 to the Registration Statement.
4. Exhibit (k)(i) to Item 28 to the Registration Statement.
Parts A and B of Post-Effective Amendment No. 45 to the Registration Statement on Form N-1A filed on February 28, 2014 pursuant to Rule 485(b) under the Securities Act of 1933, as amended, are incorporated by reference herein.
PART C.
OTHER INFORMATION
ITEM 28. EXHIBITS.
(a)(i) Amended and Restated Certificate of Trust — Incorporated herein by reference to Post Effective Amendment No. 18 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on February 26, 2010.
(ii) Amended and Restated Declaration of Trust — Incorporated herein by reference to Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on February 28, 2008.
(iii) Amended and Restated Schedule A to the Declaration of Trust — Incorporated herein by reference to Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 23, 2008.
(iv) Amendment to Amended and Restated Declaration of Trust — Incorporated herein by reference to Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on December 24, 2009.
(v) Amendment to Amended and Restated Declaration of Trust — Incorporated herein by reference to Post-Effective Amendment No. 18 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on February 26, 2010.
(vi) Amended and Restated Schedule A to the Declaration of Trust — Incorporated herein by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on March 15, 2011.
(vii) Amended and Restated Schedule A to the Declaration of Trust — Incorporated herein by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A (File No. 333-11162) filed on August 11, 2011.
(viii) Amended and Restated Schedule A to the Declaration of Trust — Incorporated herein by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A (File No. 333-11162) filed on April 12, 2013.
(ix) Amended and Restated Schedule A to the Declaration of Trust— Incorporated herein by reference to Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A (File No. 333-11162) filed on November 22, 2013.
(b)(i) By-Laws — Incorporated herein by reference to Registrant’s initial Form N-1A Registration Statement (File No. 333-111662) filed on December 31, 2003.
(ii) Amendment No. 1 to the By-Laws — Incorporated herein by reference to Post-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 22, 2004.
(iii) Amendment No. 2 to the By-Laws — Incorporated herein by reference to Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on December 24, 2009.
(c) Instruments Defining Rights of Shareholders — Incorporated herein by reference to Exhibits (a) and (b) above.
(d)(i) Form of Investment Advisory and Management Agreement between Registrant and SunAmerica Asset Management Corp. (“SunAmerica”) (2010, 2015 and 2020 High Watermark Funds) — Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 22, 2004.
(ii) Form of Subadvisory Agreement between Registrant, SunAmerica and Trajectory Asset Management LLC (“Trajectory”) (2010, 2015 and 2020 High Watermark Funds) — Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 22, 2004.
(iii) Amendment to Subadvisory Agreement between Registrant, SunAmerica and Trajectory (2010, 2015 and 2020 High Watermark Funds) — Incorporated herein by reference to Post-Effective Amendment No. 9 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on February 28, 2007.
(iv) Amendment to Subadvisory Agreement between Registrant, SunAmerica and Trajectory (2010, 2015 and 2020 High Watermark Funds) — Incorporated herein by reference to Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on February 28, 2008.
(v) Investment Advisory and Management Agreement between Registrant and SunAmerica (SunAmerica Alternative Strategies Fund) — Incorporated herein by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on September 19, 2008.
(vi) Subadvisory Agreement between SunAmerica and Pelagos Capital Management, LLC (“Pelagos Capital®”) (SunAmerica Alternative Strategies Fund) — Incorporated herein by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on September 19, 2008.
(vii) Investment Advisory and Management Agreement between Registrant and SunAmerica (SunAmerica Global Trends Fund) — Incorporated herein by reference to Post-Effective Amendment No. 26 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on May 26, 2011.
(viii) Subadvisory Agreement between SunAmerica and Wellington Management Company, LLP (“Wellington Management”) (SunAmerica Global Trends Fund) — Incorporated herein by reference to Post-Effective Amendment No. 26 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on May 26, 2011.
(ix) Form of Investment Advisory and Management Agreement between Registrant and SunAmerica (SunAmerica Focused Alpha Growth Fund and SunAmerica Focused Alpha Large-Cap Fund) — Incorporated herein by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on October 25, 2011.
(x) Form of Subadvisory Agreement between SunAmerica and BAMCO, Inc. (“BAMCO”) (SunAmerica Focused Alpha Growth Fund) — Incorporated herein by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on October 25, 2011.
(xi) Form of Subadvisory Agreement between SunAmerica and BlackRock Investment Management, LLC (“BlackRock”) (SunAmerica Focused Alpha Large-Cap Fund) — Incorporated herein by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on October 25, 2011.
(xii) Form of Subadvisory Agreement between SunAmerica and Marsico Capital Management, LLC (“Marsico”) (SunAmerica Focused Alpha Growth Fund and SunAmerica Focused Alpha Large-Cap Fund) — Incorporated herein by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on October 25, 2011.
(xiii) Form of Investment Advisory and Management Agreement between Registrant and SunAmerica (SunAmerica Income Explorer Fund) — Incorporated herein by reference to Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 26, 2013.
(xiv) Form of Subadvisory Agreement between SunAmerica and Cohen & Steers Capital Management, Inc. (“Cohen & Steers”) (SunAmerica Income Explorer Fund) — Incorporated herein by reference to Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 26, 2013.
(xv) Investment Advisory and Management Agreement between Registrant and SunAmerica (SunAmerica Small-Cap Fund) — Incorporated herein by reference to Post-Effective Amendment No. 43 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on February 5, 2014.
(xvi) Subadvisory Agreement between SunAmerica and Cadence Capital Management, LLC (“Cadence”) (SunAmerica Small-Cap Fund) — Incorporated herein by reference to Post-Effective Amendment No. 43 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on February 5, 2014.
(e)(i) Form of Distribution Agreement between Registrant and SunAmerica Capital Services, Inc. (“SACS”) — Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 22, 2004.
(ii) Form of Selling Agreement — Incorporated herein by reference to Exhibit No. (e)(ii) of Post-Effective Amendment No. 53 to the Registration Statement of SunAmerica Equity Funds on Form N-1A (File No. 33-8021) filed on November 22, 2011.
(f)(i) SunAmerica Directors’/Trustees’ Retirement Plan, as amended — Incorporated herein by reference to Post Effective Amendment No. 45 to the Registration Statement of SunAmerica Equity Funds on Form N-1A (File No. 33-8021) filed on January 26, 2007.
(i)(a) Amendment to SunAmerica Disinterested Directors’/Trustees’ Retirement Plan — Incorporated herein by reference to Post-Effective Amendment No. 48 to Registration Statement on Form N-1A (File No. 33-8021) of SunAmerica Equity Funds filed on January 27, 2009.
(g) Master Custodian Contract — Incorporated herein by reference to Post Effective Amendment No. 42 to the Registration Statement of SunAmerica Equity Funds on Form N-1A (File No. 33-8021) filed on January 24, 2006.
(h)(i) Form of Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company — Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 22, 2004.
(i)(a) Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company — Incorporated herein by reference to Post-Effective Amendment No. 9 to Registrant’s Registration Statement on Form N-1A (File No. (333-111662) filed on February 28, 2007.
(ii) Form of Service Agreement between Registrant and SunAmerica Fund Services, Inc. — Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 22, 2004.
(iii) Form of Put Agreement among Registrant and Prudential Global Funding (“PGF”) — Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 22, 2004.
(iii)(a) Form of amendments to Lookback Option Agreements between Registrant and PGF — Incorporated herein by reference to Post-Effective Amendment No. 15 to Registrant’s Registration Statement on Form N-1A (File No. 33-111662) filed on February 27, 2009.
(iv) Form of Indemnification Agreement by and between SACS, PGF and Prudential Financial, Inc. (“Prudential Financial”) — Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 22, 2004.
(v) Administrative and Shareholder Services Agreement between Registrant and SACS (2015 and 2020 High Watermark Funds Class I shares) — Incorporated herein by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on September 19, 2008.
(vi)(a) Administrative and Shareholder Services Agreement between Registrant and SACS (Alternative Strategies Fund Class W shares) — Incorporated herein by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on September 19, 2008.
(vi)(b) Administrative and Shareholder Services Agreement between Registrant and SACS (SunAmerica Global Trends Fund Class W shares) — Incorporated herein by reference to Post-Effective Amendment No. 26 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on May 26, 2011.
(vi)(c) Administrative and Shareholder Services Agreement between Registrant and SACS (SunAmerica Focused Alpha Growth Fund and SunAmerica Focused Alpha Large-Cap Fund Class W Shares) — Incorporated herein by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (file No. 333-111662) filed on October 25, 2011.
(vii)(a) Amended and Restated Expense Limitation Agreement by and among Registrant, SunAmerica Equity Funds, SunAmerica Income Funds, SunAmerica Series, Inc., SunAmerica Money Market Funds, Inc., SunAmerica Senior Floating Rate Fund, Inc. and SunAmerica — Incorporated herein by reference to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A (file No. 333-111662) filed on February 28, 2014.
(vii)(b) Form of Fee Waiver Agreement between Registrant and SunAmerica — Incorporated herein by reference to Post-Effective Amendment No. 15 to Registrant’s Registration Statement on Form N-1A (File No. 33-111662) filed on February 27, 2009.
(vii)(c) Form of Fee Waiver Agreement between Registrant and SunAmerica (SunAmerica Global Trends Fund) — Incorporated herein by reference to Post-Effective Amendment No. 26 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on May 26, 2011.
(vii)(d) Form of Fee Waiver Agreement between SunAmerica and Pelagos Capital® — Incorporated herein by reference to Post-Effective Amendment No. 15 to Registrant’s Registration Statement on Form N-1A (File No. 33-111662) filed on February 27, 2009.
(vii)(e) Form of Fee Waiver Agreement between SunAmerica and Wellington Management — Incorporated herein by reference to Post-Effective Amendment No. 26 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on May 26, 2011.
(viii) Appointment of Agent for Service of Process — Incorporated herein by reference to Post-Effective Amendment No. 15 to Registrant’s Registration Statement on Form N-1A (File No. 33-111662) filed on February 27, 2009.
(ix) Form of Indemnification Agreement between Registrant and each of the Independent Trustees — Incorporated herein by reference to Post-Effective Amendment No. 43 Registration Statement on N-1A (File No. 33-6502) of SunAmerica Income Funds filed on July 29, 2009.
(i)(i) Opinion of Counsel to Registrant — Incorporated herein by reference to Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on February 28, 2008.
(ii) Opinion of Counsel to Registrant (Alternative Strategies Fund) — Incorporated herein by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on September 19, 2008.
(iii) Opinion of Counsel to Registrant (Global Trends Fund) — Incorporated herein by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (file No. 333-111662) filed on October 25, 2011.
(iv) Opinion of Counsel to Registrant (SunAmerica Focused Alpha Growth Fund and SunAmerica Focused Alpha Large-Cap Fund) — Incorporated herein by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (file No. 333-111662) filed on October 25, 2011.
(v) Opinion of Counsel to Registrant (SunAmerica Income Explorer Fund) — Incorporated herein by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on April 12, 2013.
(vi) Opinion of Counsel to Registrant (SunAmerica Small-Cap Fund) — Incorporated herein by reference to Post-Effective Amendment No. 43 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on February 5, 2014.
(j)(i) Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for the Registrant — Incorporated herein by reference to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A (file No. 333-111662) filed on February 28, 2014.
(ii) Consent of Willkie Farr & Gallagher LLP — Incorporated herein by reference to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A (file No. 333-111662) filed on February 28, 2014.
(iii) Consent of Independent Registered Public Accounting Firm relating to Financial Statements of PGF and Prudential Financial — Filed herewith.
(k)(i) Financial Statements of PGF — Filed herewith.
(ii) Financial Statements of Prudential Financial — Incorporated herein by reference are the audited financial statements for the fiscal year ended December 31, 2013, previously filed in Prudential Financial’s Annual Report on Form 10-K (file No. 001-16707) with the SEC on February 27, 2014.
(l) Not applicable.
(m)(i) Form of Amended and Restated Plan of Distribution pursuant to Rule 12b-1 (Class A shares) — Incorporated herein by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (file No. 333-111662) filed on October 25, 2011.
(ii) Form of Amended and Restated Plan of Distribution pursuant to Rule 12b-1 (Class C shares) — Incorporated herein by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (file No. 333-111662) filed on October 25, 2011.
(n)(i) Amended and Restated Rule 18f-3 Plan — Incorporated herein by reference to Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 23, 2008.
(ii)Amended and Restated Rule 18f-3 Plan — Incorporated herein by reference to Post-Effective Amendment No. 38 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on March 28, 2013.
(o) Reserved.
(p)(i) Code of Ethics of SunAmerica, SACS and Registrant — Incorporated herein by reference to Post-Effective Amendment No. 63 to Registration Statement on Form N-1A (File No. 333-111283) of SunAmerica Series, Inc. filed on December 23, 2010.
(ii) Code of Ethics for Trajectory - effective February 1, 2005 — Incorporated herein by reference to Post-Effective Amendment No. 9 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on February 28, 2007.
(iii) Code of Ethics for Pelagos Capital® — Incorporated herein by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on September 19, 2008.
(iv) Code of Ethics for Wellington Management — Incorporated herein by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-1A of SunAmerica Senior Floating Rate Fund, Inc. (File No. 333-32798) filed on April 29, 2011.
(v) Code of Ethics for BAMCO — Incorporated herein by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on October 25, 2011.
(vi) Code of Ethics for BlackRock — Incorporated herein by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on October 25, 2011.
(vii) Code of Ethics for Marsico — Incorporated herein by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on October 25, 2011.
(viii) Code of Ethics for Cohen & Steers — Incorporated herein by reference to Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on June 26, 2013.
(ix) Code of Ethics for Cadence — Incorporated herein by reference to Post-Effective Amendment No. 43 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on February 5, 2014.
(q) Power of Attorney — Incorporated herein by reference to Post-Effective Amendment No. 43 to Registrant’s Registration Statement on Form N-1A (File No. 333-111662) filed on February 5, 2014.
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
The following management investment companies may be considered to be under common control with the Registrant:
Anchor Series Trust
SunAmerica Equity Funds
SunAmerica Series, Inc.
SunAmerica Income Funds
SunAmerica Money Market Funds, Inc.
SunAmerica Senior Floating Rate Fund, Inc.
Seasons Series Trust
SunAmerica Series Trust
SunAmerica Goldman Sachs Diversified Yield Fund, Inc.
In addition, the SunAmerica Alternative Strategies Cayman Fund Ltd. and the SunAmerica Global Trends Cayman Fund Ltd. are wholly owned subsidiaries of the SunAmerica Alternative Strategies Fund and the SunAmerica Global Trends Fund, respectively. The SunAmerica Alternative Strategies Cayman Fund Ltd. and the SunAmerica Global Trends Cayman Fund Ltd. are included in the consolidated financial statements of the SunAmerica Alternative Strategies Fund and the SunAmerica Global Trends Fund, respectively.
ITEM 30. INDEMNIFICATION.
Article VII, Section 3 of the Registrant’s Declaration of Trust provides as follows:
Section 3. Indemnification.
(a) Subject to the exceptions and limitations contained in paragraph (b) below:
(i) every person who is, has been, or becomes a Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with the defense of any proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof;
(ii) for purposes of this Section 3 and Section 5 of this Article VII below, “agent” means any Person who is, was or becomes an employee or other agent of the Trust who is not a Covered Person; “proceeding”
means any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including appeals); and “liabilities” and “expenses” includes, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever.
(b) No indemnification shall be provided hereunder to a Covered Person who shall have been adjudicated by a court or body before which the proceeding was brought (i) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office or (ii) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust.
(c) The Trust’s financial obligations arising from the indemnification provided herein or in the By-Laws may be insured by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person as to acts or omissions as a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, and other persons may be entitled by contract or otherwise under law.
(d) Expenses in connection with the defense of any proceeding of the character described in paragraph (a) above shall be advanced by the Trust or Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the Trust or Series if it is ultimately determined that he is not entitled to indemnification under this Section 3; provided, however, that, to the extent required under the 1940 Act, but only to such extent, either (i) such Covered Person shall have provided appropriate security for such undertaking, (ii) the Trust is insured against losses arising out of any such advance payments, or (iii) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Covered Person will be found entitled to indemnification under Section 3.
(e) Any repeal or modification of this Article VII or adoption or modification of any other provision of this Declaration of Trust inconsistent with this Article VII shall be prospective only to the extent that such repeal, modification or adoption would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification or right to advancement of expenses available to any Covered Person with respect to any act or omission that occurred prior to such repeal, modification or adoption.
(f) Notwithstanding any other provision of this Declaration of Trust to the contrary, any liability and/or expense against which any Covered Person is indemnified under this Section 3 and any advancement of expenses that any Covered Person is entitled to be paid under paragraph (d) above shall be deemed to be joint and several obligations of the Trust and each Series, and the assets of the Trust and each Series shall be subject to the claims of any Covered Person therefor under this Article VII; provided that any such liability, expense or obligation may be allocated and charged by the Trustees between or among the Trust and/or any one or more Series (and Classes thereof) in such manner as the Trustees in their sole discretion deem fair and equitable.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.
The descriptions of SunAmerica, the Registrant’s investment adviser, under the heading “Fund Management” in the Prospectus and “Management of the Fund” in the Statement of Additional Information, constituting parts A and B, respectively, of this Post-Effective Amendment to the Registration Statement, are incorporated herein by reference.
Trajectory, Pelagos Capital®, Wellington Management, BAMCO, BlackRock, Marsico, Cohen & Steers and Cadence, the subadvisers of certain of the series of the Registrant, are primarily engaged in the business of rendering investment advisory services. Reference is made to the recent Form ADV and schedules thereto on file with the Securities and Exchange Commission for a description of the names and employment of the directors and officers of the following advisers, and other required information:
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| File No. |
Trajectory Asset Management LLC |
| 801-62662 |
Pelagos Capital Management, LLC |
| 801-69056 |
Wellington Management Company, LLP |
| 801-15908 |
BAMCO, Inc. |
| 801-29080 |
BlackRock Investment Management, LLC |
| 801-56972 |
Marsico Capital Management, LLC |
| 801-54914 |
Cohen & Steers Capital Management, Inc. |
| 801-27721 |
Cadence Capital Management, LLC |
| 801-48186 |
The following chart provides the names of each director, officer or partner of SunAmerica and describes any other business, profession, vocation or employment of a substantial nature that each such person has been engaged during the last two fiscal years for his or her own account or in the capacity of director, officer, employee, partner or trustee.
Name |
| Adviser |
| Position with |
| Other positions held by |
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Peter A. Harbeck |
| SunAmerica |
| Director, President and Chief Executive Officer |
| Director, AIG Capital Services, Inc.; |
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Jay S. Wintrob |
| SunAmerica |
| Director |
| Executive Vice President, Life and Retirement, American International Group, Inc.; Director, President & Chief Executive Officer, SAFG Retirement Services, Inc. |
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Christine A. Nixon |
| SunAmerica |
| Director, Secretary |
| Senior Vice President, General Counsel & Secretary, SAFG Retirement Services, Inc.; |
Name |
| Adviser |
| Position with |
| Other positions held by |
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Gregory N. Bressler |
| SunAmerica |
| Senior Vice President, General Counsel, Assistant Secretary |
| None |
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John T. Genoy |
| SunAmerica |
| Senior Vice President, Chief Financial Officer, Chief Operating Officer |
| Vice President, AIG Capital |
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Donna M. Handel |
| SunAmerica |
| Senior Vice President |
| None |
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Michael E. Treske |
| SunAmerica |
| Senior Vice President |
| Chief Distribution Officer, AIG Capital Services, Inc. |
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Stephen Maginn |
| SunAmerica |
| Senior Vice President |
| Director, AIG Capital Services, Inc. |
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Kara Murphy |
| SunAmerica |
| Senior Vice President, Chief Investment Officer |
| None |
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James Nichols |
| SunAmerica |
| Senior Vice President |
| Director, President, Chief Executive Officer, AIG Capital Services, Inc. |
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John Packs |
| SunAmerica |
| Senior Vice President |
| None |
Name |
| Adviser |
| Position with |
| Other positions held by |
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Timothy P. Pettee |
| SunAmerica |
| Senior Vice President, Chief Investment Strategist |
| None |
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Andrew Sheridan |
| SunAmerica |
| Senior Vice President |
| None |
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Timothy Campion |
| SunAmerica |
| Senior Vice President |
| None |
|
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|
|
Thomas Bennett |
| SunAmerica |
| Vice President |
| President, SunAmerica Fund Services, Inc. |
|
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|
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Frank Curran |
| SunAmerica |
| Vice President, Controller |
| Vice President, Controller, Financial Operation Principal, Chief Financial Officer and Treasurer, AIG Capital Services, Inc. |
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William Devanney, Jr. |
| SunAmerica |
| Vice President |
| Vice President, Tax Officer, SAFG Retirement Services, Inc.; Vice President, American General Life Insurance Company; Senior Vice President, SunAmerica Retirement Markets Division — The United States Life Insurance Company in the City of New York |
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Andrew Doulos |
| SunAmerica |
| Vice President |
| None |
|
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Kathleen Fuentes |
| SunAmerica |
| Vice President |
| None |
|
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Nori L. Gabert |
| SunAmerica |
| Vice President |
| None |
|
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Matthew J. Hackethal |
| SunAmerica |
| Chief Compliance Officer, Vice President |
| None |
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John Halpin |
| SunAmerica |
| Vice President |
| None |
|
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Gregory Kingston |
| SunAmerica |
| Vice President |
| None |
Name |
| Adviser |
| Position with |
| Other positions held by |
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Douglas A. Loeffler |
| SunAmerica |
| Vice President |
| None |
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George Mitrica |
| SunAmerica |
| Vice President |
| None |
|
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Iris Mojica |
| SunAmerica |
| Vice President |
| None |
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James Monaghan |
| SunAmerica |
| Vice President |
| None |
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Chad Palumbo |
| SunAmerica |
| Vice President |
| None |
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Thomas D. Peeney |
| SunAmerica |
| Vice President |
| None |
|
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Virginia N. Puzon |
| SunAmerica |
| Vice President |
| Director, Corporate Legal Affairs, Assistant Secretary, SAFG Retirement Services, Inc.; |
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Katherine Stoner |
| SunAmerica |
| Vice President |
| Chief Compliance Officer, SunAmerica Funds |
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Miriam Gonzalez |
| SunAmerica |
| Assistant Vice President |
| None |
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Christopher Okeke |
| SunAmerica |
| Assistant Vice President |
| None |
|
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Shawn Parry |
| SunAmerica |
| Assistant Vice President |
| None |
Name |
| Adviser |
| Position with |
| Other positions held by |
|
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|
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|
|
Keith Roach |
| SunAmerica |
| Assistant Vice President |
| None |
|
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Diedre Shepard |
| SunAmerica |
| Assistant Vice President |
| None |
|
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John Smith, Jr. |
| SunAmerica |
| Assistant Vice President |
| None |
|
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Jane Bayer |
| SunAmerica |
| Assistant Vice President |
| None |
* Principal Business Addresses:
American International Group, Inc. 80 Pine Street, New York, NY 10270
SAFG Retirement Services, Inc., 1999 Avenue of the Stars, 1 SunAmerica Center, Los Angeles, CA 90067
AIG Advisor Group, Inc., One World Financial Center, New York, NY 10281
AIG Life Holdings, Inc., 2929 Allen Parkway, Houston, TX 77019
American General Life Insurance Company, 2727-A Allen Parkway, Houston, TX 77019
The United States Life Insurance Company in the City of New York, 2727-A Allen Parkway, Houston, TX 77019
The Variable Annuity Life Insurance Company, 2929 Allen Parkway, Houston, TX 77019
SunAmerica Retirement Markets, Inc. 21650 Oxnard Street, Woodland Hills, CA 91367
FSC Securities, Inc., 2300 Windy Ridge Parkway, Suite 1100, Atlanta,GA 30339
Royal Alliance Associates, Inc., One World Financial Center, New York, NY 10281
SagePoint Financial, Inc., 2800 North Central Avenue, Suite 2200, Phoenix AZ 85004
Woodbury Financial Services, Inc., 7755 3rd Street North MS8B, Oakdale MN 55128
AIG Capital Services, Inc., Harborside financial Center, 3200 Plaza 5, Jersey City, NJ 07311
SunAmerica Fund Services, Inc., Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311
Reference is also made to the caption “Fund Management” in the Prospectus constituting Part A of the Registration Statement and “Management of the Fund” and “Trustees and Officers” in the Statement of Additional Information constituting Part B of the Registration Statement.
ITEM 32.PRINCIPAL UNDERWRITERS.
(a) The principal underwriter of the Registrant also acts as principal underwriter for:
SunAmerica Income Funds
SunAmerica Equity Funds
SunAmerica Money Market Funds, Inc.
SunAmerica Series, Inc.
SunAmerica Series Trust
SunAmerica Senior Floating Rate Fund, Inc.
(b) The following persons are the officers and directors of AIG Capital Services, Inc., the principal underwriter of Registrant’s shares:
Name and Principal |
| Position |
| Position |
Peter A. Harbeck |
| Director |
| Director |
|
|
|
|
|
James Nichols |
| Chief Executive Officer, President and Director |
| Vice President |
|
|
|
|
|
Rebecca Snider |
| Chief Compliance Officer |
| None |
|
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|
|
|
Frank Curran |
| Vice President, Controller, Financial Operations Principal, Chief Financial Officer and Treasurer |
| None |
|
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|
|
Stephen Maginn |
| Senior Vice President |
| None |
|
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|
|
Michael E. Treske |
| Chief Distribution Officer |
| None |
|
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|
John Gatesman |
| Distribution Officer |
| None |
|
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|
|
Kurt Bernlohr |
| Distribution Officer |
| None |
|
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William Devanney |
| Vice President, Tax Officer |
| None |
|
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|
|
Mallary Reznik |
| Vice President |
| None |
|
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|
|
John T. Genoy |
| Vice President |
| President |
Name and Principal |
| Position |
| Position |
Christine A. Nixon |
| Secretary |
| None |
|
|
|
|
|
Virginia N. Puzon |
| Assistant Secretary |
| None |
(c) Not applicable.
ITEM 33. LOCATION OF ACCOUNTS AND RECORDS.
SunAmerica, Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992 or an affiliate thereof, will maintain physical possession of each such accounts, books or other documents of Registrant, except for those maintained by Registrant’s custodian, State Street Bank and Trust Company, 1776 Heritage Drive, North Quincy, MA 02171, and its affiliate, Boston Financial Data Services, P.O. Box 419572, Kansas City, MO 64141-6572. SunAmerica also maintains records at 2929 Allen Parkway, Houston, Texas 77019, Trajectory Asset Management LLC, 780 Third Avenue, 32nd Floor, New York, NY 10017, Pelagos Capital Management, LLC, One International Place, 14th Floor, Boston, MA 02110, Wellington Management Company, LLP, 280 Congress Street, Boston, MA 02210, BAMCO, 767 5th Avenue, 49th Floor, New York, NY 10153, Marsico, 1200 17th Street, Suite 1600, Denver, CO 80202, BlackRock, 800 Scudders Mill Road, Plainsboro, NJ 08536, Cohen & Steers, 280 Park Avenue, 10th Floor, New York, NY 10017-1216, and Cadence, 265 Franklin Street, 11th Floor, Boston, Massachusetts 02110.
ITEM 34. MANAGEMENT SERVICES.
Not applicable.
ITEM 35. UNDERTAKINGS.
The following undertakings relate solely to the Funds as an individual series of the Trust. Any filing, notice or other action required by the following undertakings shall be limited in all respects to the Funds and any action taken by the Trust, on behalf of the Funds, shall be limited to the Funds and shall not require any action to be taken by any other series of the Trust. Capitalized terms used in these undertakings and not otherwise defined, have the respective meanings assigned to them in the Prospectus, which is a part of this Registration Statement.
1. During the Investment Period, the Registrant hereby undertakes to promptly supplement the Prospectus and mail notices to current shareholders after the happening of significant events related to the Put Agreement. These significant events include (i) the termination of the Put Agreement; (ii) the insolvency of Prudential Financial or PGF; (iii) a default under the Put Agreement which has a material adverse effect on the shareholders’ right to receive the Protected High Watermark Value; or (iv) a reduction in the credit rating of Prudential Financial’s long-term debt securities as issued by Standard & Poor’s Corporation (or its successors) or Moody’s Investors Service, Inc. (or its successors) to BBB- or lower or Baa3 or lower, respectively. Prudential Financial’s long-term senior debt is rated Baa2 (Moody’s)/A (S&P) as of February 6, 2013.
2. If at any time during the Investment Period during which the Registrant is required to file amendments to its registration statement with respect to the Funds under the Investment Company Act of 1940, as amended (the “1940 Act”), Prudential Financial (or such successors or substituted entities) ceases to file periodic reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Registrant hereby undertakes to update its registration statement on an annual basis under the 1940 Act to include updated audited financial statements for Prudential Financial (or any successors or substituted entities thereto) covering the periods that would otherwise have been required by Form 10-K under the Exchange Act. Further, the Registrant undertakes under such circumstances to include as an exhibit to its registration statement as it relates to the Funds, the consent of the independent auditors of Prudential Financial (or such successors or substituted entities), as applicable, regarding such reports.
3. During the Investment Period, the Registrant hereby undertakes to include in the Registrant’s annual and semiannual report to shareholders with respect to the Funds an offer to supply the most recent annual and/or quarterly report of Prudential Financial and PGF or their successors to the Put Agreement, respectively, free of charge, upon a shareholder’s request.
4. The Registrant hereby undertakes to update its registration statement on an annual basis under the 1940 Act with respect to the Funds to incorporate by reference the annual report on Form 10-K or include the audited financial statements covering the periods that would otherwise have been required by Form 10-K for each of (i) PGF; (ii) Prudential Financial; (iii) PGF’s and Prudential Financial’s successors to the Put Agreement, as applicable; or (iv) any entity which is replaced or substituted for PGF or Prudential Financial under a new put agreement or financial warranty agreement or the existing Put Agreement. PGF has represented to Registrant that its audited financial statements to be included in Registrant’s registration statement, as it may be amended from time to time, have been and will be prepared in accordance with Regulation S-X and U.S. GAAP, as if PGF was required to file Form 10-K under the Exchange Act. Further, the Registrant undertakes under such circumstances to include as an exhibit to its registration statement as it relates to the Funds, the consent of the independent auditors of each of Prudential Financial and PGF (or such successors or substituted entities), as applicable, regarding such reports.
5. In the event the Registrant enters into a new put agreement or financial warranty agreement with an entity other than PGF or Prudential Financial (“Substitute Put Provider”), and such Substitute Put Provider files Forms 10-K under the Exchange Act then Registrant hereby undertakes to incorporate by reference in its Statement of Additional Information on an annual basis under the 1940 Act updated audited financial statements for the Substitute Put Provider included in such Forms 10-K under the Exchange Act. In the event that at any time during the Investment Period during which the Registrant is required to file amendments to its Registration Statement under the 1940 Act the Substitute Put Provider ceases to file a Form 10-K pursuant to the Exchange Act or if any other Substitute Put Provider is not required to file a Form 10-K pursuant to the Exchange Act, the Registrant undertakes to update its Registration Statement on an annual basis under the 1940 Act to include updated audited financial statements for the then-current Substitute Put Provider (or any successors or substituted entities thereto) and will obtain a representation from said Substitute Put Provider (or any successors or substituted entities thereto) that its audited financial statements provided to Registrant for inclusion in Registrant’s Registration Statement, as it may be amended from time to time, have been and will be prepared in accordance with Regulation S-X and U.S. GAAP covering the periods that would be required if the Substitute Put Provider was required to file Form 10-K under the Exchange Act. Any Substitute Put Provider’s audited financial statements will also be incorporated by reference in Registrant’s Statement of Additional Information. Further, the Registrant undertakes under any circumstances described in this paragraph to include as an exhibit to its Registration Statement as it relates to the Registrant, the consent of the independent auditors of the Substitute Put Provider (or such successors or substituted entities), as applicable, regarding such financial statements.
6. The Registrant hereby undertakes to update its registration statement to include as an exhibit the executed Put Agreement (excluding those provisions that may be omitted pursuant to an order granting confidential treatment of information pursuant to Rule 406 under the Securities Act of 1933) after it has been issued by PGF.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 47 to the Registration Statement on Form N-1A pursuant to Rule 462(d) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 47 to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, and the State of New Jersey, on the 28th day of March 2014.
| SUNAMERICA SPECIALTY SERIES | |
|
| |
|
|
|
| By : | /s/ John Genoy |
|
|
|
| John Genoy | |
|
| |
| President | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 47 to the Registrant’s Registration Statement on Form N-1A has been signed by the following persons in the capacities and on the date indicated:
Signatures |
| Titles |
| Date | |
|
|
|
|
| |
* |
| Trustee |
| March 28, 2014 | |
Peter A. Harbeck |
|
|
|
| |
|
|
|
|
| |
/s/ Donna M. Handel |
| Treasurer (Principal Financial |
| March 28, 2014 | |
Donna M. Handel |
| and Accounting Officer) |
|
| |
|
|
|
|
| |
* |
| Trustee |
| March 28, 2014 | |
Richard W. Grant |
|
|
|
| |
|
|
|
|
| |
* |
| Trustee |
| March 28, 2014 | |
Stephen J. Gutman |
|
|
|
| |
|
|
|
|
| |
* |
| Trustee |
| March 28, 2014 | |
William F. Devin |
|
|
|
| |
|
|
|
|
| |
* |
| Trustee |
| March 28, 2014 | |
Dr. Judith L. Craven |
|
|
|
| |
|
|
|
|
| |
* |
| Trustee |
| March 28, 2014 | |
William J. Shea |
|
|
|
| |
|
|
|
|
| |
/s/ John Genoy |
| President (Principal Executive Officer) |
| March 28, 2014 | |
John Genoy |
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
*By: | /s/ Thomas D. Peeney |
|
| March 28, 2014 | |
| Thomas D. Peeney |
|
|
| |
* Pursuant to a power of attorney previously filed.
Exhibit Index
Ex. Number |
| Description |
(j)(iii) |
| Consent of PricewaterhouseCoopers LLP |
(k)(i) |
| Financial Statements of PGF |
