Exhibit 99.406 Code of Ethics
ANCHOR SERIES TRUST
AIG SERIES TRUST
SUNAMERICA EQUITY FUNDS
SUNAMERICA FOCUSED ALPHA GROWTH FUND, INC.
SUNAMERICA FOCUSED ALPHA LARGE-CAP FUND, INC.
SUNAMERICA FOCUSED SERIES, INC.
SUNAMERICA INCOME FUNDS
SUNAMERICA MONEY MARKET FUNDS, INC.
SUNAMERICA SENIOR FLOATING RATE FUND, INC.
(collectively, the "Funds")
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND PRINCIPAL ACCOUNTING OFFICERS
I. Introduction
The Boards of Directors/Trustees of the Funds (the "Boards") have
adopted this Code of Ethics (this "Code") pursuant to Section 406 of the
Sarbanes-Oxley Act applicable to the Funds' Principal Executive Officer and
Principal Accounting Officer (the "Covered Officers" each of whom is set forth
in Exhibit A) for the purpose of promoting:
- Honest and ethical conduct, including the ethical handling of
conflicts of interest between personal and professional relationships;
- Full, fair, accurate, timely and understandable disclosure;
- Compliance with applicable laws and governmental rules and
regulations;
- The prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
- Accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest.
II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of
Interest
A "conflict of interest" occurs when a Covered Officer's private
interest improperly interferes with the interests of, or his or her service to,
a Trust. For example, a conflict of interest would arise if a Covered Officer,
or a member of his or her family, receives improper personal benefits as a
result of his or her position with the Trust.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Funds and already are subject to conflict of interest
provisions in the Investment Company Act of 1940, as amended (the "Investment
Company Act") and the Investment Advisers Act of 1940, as amended (the
"Investment Advisers Act"). For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale of securities or
other property) with the Funds because of their status as "affiliated persons"
of the Funds. The compliance programs and procedures of the Funds and the Funds'
investment adviser, AIG SunAmerica Asset Management Corp. ("AIG SunAmerica"),
are designed to prevent, or identify and correct, violations of these
provisions. This Code does not, and is not intended to, repeat or replace these
programs and procedures, and such conflicts fall outside of the parameters of
this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between, the Funds and AIG SunAmerica, of which the Covered
Officers are also officers or employees. As a result, this Code recognizes that
the Covered Officers will, in the normal course of their duties (whether
formally for the Funds or for AIG SunAmerica, or for both), be involved in
establishing policies and implementing decisions that will have different
effects on the Funds and AIG SunAmerica. The participation of the Covered
Officers in such activities is inherent in the contractual relationship between
the Funds and AIG SunAmerica and is consistent with the performance by the
Covered Officers of their duties as officers of the Funds. Thus, if performed in
conformity with the provisions of the Investment Company Act and the Investment
Advisers Act, such activities will be deemed to have been handled ethically. In
addition, it is recognized by the Boards that the Covered Officers may also be
officers or employees of other investment companies advised by AIG SunAmerica.
In particular, each Covered Officer must:
- Not use his or her personal influence or personal relationships to
influence investment decisions or financial reporting by a Trust
whereby the Covered Officer would benefit personally to the detriment
of the Trust;
- Not cause a Trust to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Trust; and
- Report at least annually to the Ethics Committee any material
transaction or relationship that could reasonably be expected to give
rise to a conflict of interest.
There are certain potential conflict of interest situations that
should be discussed with the Ethics Committee if material. Examples of
these include:
- Service as a director on the board of any company;
- The receipt of any non-nominal gifts;
- The receipt of any entertainment from any company with which a Trust
has current or prospective business dealings unless such entertainment
is business-related, reasonable in cost, appropriate as to time and
place, and not so frequent as to raise any question of impropriety;
- Any ownership interest in, or any consulting or employment
relationship with, any of the Funds' service providers, other than
AIG SunAmerica, the Funds' principal underwriter or any affiliated
person thereof;
- A direct or indirect financial interest in commissions, transaction
charges or spreads paid by a Trust for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
III. Disclosure and Compliance
- Each Covered Officer should familiarize himself or herself with the
disclosure requirements generally applicable to the Funds;
- Each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Funds to others, whether
within or outside the Funds, including to the Boards and auditors, or
to governmental regulators and self-regulatory organizations;
- Each Covered Officer should, to the extent appropriate within his or
her area of responsibility, consult with other officers and employees
of the Funds and AIG SunAmerica with the goal of promoting full, fair,
accurate, timely and understandable disclosure in the reports and
documents that the Funds file with, or submit to, the SEC and in other
public communications made by the Funds; and
- It is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. Reporting and Accountability
Each Covered Officer must:
- Upon adoption of the Code (or thereafter as applicable, upon becoming
a Covered Officer), affirm in writing to the Boards that he or she has
received, read and understands the Code;
- Annually thereafter affirm to the Boards that he or she has complied
with the retirements of the Code;
- Not retaliate against any other Covered Officer or affiliated person
of the Funds for reports of potential violations of this Code that are
made in good faith; and
- Notify the Ethics Committee promptly if he or she knows of any
violation of this Code. Failure to do so is itself a violation of this
Code.
The Ethics Committee is responsible for applying this Code to specific
situations in which questions are presented to it and has the authority to
interpret this Code in any particular situation. The Ethics Committee will also
consider waivers sought by the Covered Officers.
The Funds will act according to the following procedures in
investigating and enforcing this Code:
- The Ethics Committee will take all appropriate action to investigate
any potential violations reported to it;
- If, after such investigation, the Ethics Committee believes that no
violation has occurred, the Ethics Committee is not required to take
any further action;
- If the Ethics Committee determines that a violation has occurred, it
will consider appropriate action, which may include review of, and
appropriate modifications to, applicable policies and procedures;
notification to appropriate personnel of AIG SunAmerica or its board;
or a recommendation to dismiss the Covered Officer;
- The Ethics Committee will be responsible for granting waivers, as
appropriate;
- The Ethics Committee will inform the Boards of violations or waivers
of this Code; and
- Any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
V. Other Policies and Procedures
This Code shall be the sole Code of Ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to investment companies thereunder. Insofar as other policies or
procedures of the Funds, AIG SunAmerica, the Funds' principal underwriter or
other service providers govern or purport to govern the behavior or activities
of the Covered Officers who are subject to this Code, they are superseded by
this Code to the extent that they overlap or conflict with the provisions of
this Code. The Code of Ethics of the Funds, AIG SunAmerica and the Funds'
principal underwriter, under Rule 17j-1 of the Investment Company Act, and AIG
SunAmerica's more detailed policies and procedures set forth in the AIG
SunAmerica Compliance Procedures Manual are separate requirements applying to
Covered Officers and others, and are not part of this Code.
VI. Amendments
Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of the Boards.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code
shall be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Funds, the Ethics Committee,
AIG SunAmerica and the Boards and their independent counsel.
VIII. Internal Use
The Code is intended solely for internal use by the Funds and does not
constitute an admission, by or on behalf of the Funds, as to any fact,
circumstance or legal conclusion.
Date: August 7, 2003
Exhibit A
Vincent Marra, as President of the Funds
Donna M. Handel, as Treasurer of the Funds