UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-08727 SunAmerica Senior Floating Rate Fund, Inc. (Exact name of registrant as specified in charter) Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311 (Address of principal executive offices) (Zip code) Vincent M. Marra Senior Vice President AIG SunAmerica Asset Management Corp. Harborside Financial Center 3200 Plaza 5 Jersey City, NJ 07311 (Name and address of agent for service) Registrant's telephone number, including area code: (201) 324-6464 Date of fiscal year end: December 31 Date of reporting period: December 31, 2006 Item 1. Reports to Stockholders 2006 Annual SunAmerica Report - --------------------- [PHOTO] [GRAPHIC] Senior Floating Rate Fund Table of Contents SHAREHOLDERS' LETTER................................... 1 STATEMENT OF ASSETS AND LIABILITIES.................... 4 STATEMENT OF OPERATIONS................................ 6 STATEMENT OF CHANGES IN NET ASSETS..................... 7 STATEMENT OF CASH FLOWS................................ 8 FINANCIAL HIGHLIGHTS................................... 9 PORTFOLIO OF INVESTMENTS............................... 15 NOTES TO FINANCIAL STATEMENTS.......................... 22 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 30 APPROVAL OF ADVISORY AGREEMENTS........................ 31 DIRECTORS AND OFFICERS INFORMATION..................... 34 SHAREHOLDER TAX INFORMATION............................ 37 COMPARISON: FUND VS. INDEX............................. 38 SPECIAL MEETING OF SHAREHOLDERS........................ 41 December 31, 2006 ANNUAL REPORT Shareholders' Letter Dear Shareholder, We are pleased to present you with the annual report for the SunAmerica Senior Floating Rate Fund for the period ending December 31, 2006. During the period, the Fund benefited from strong economic and credit fundamentals and continued strong demand for bank loans. In addition, the Fund benefited from the continuation of the Federal Reserve's interest-rate tightening policy. During the period, the 3-month London Interbank Offer Rate (LIBOR), the reference rate used for most loans, increased from 4.54% to 5.36% by the end of the year. The Fund continues to emphasize strong credit analysis, which plays an important role in identifying loans that offer solid return/risk characteristics. On the following pages, you will find the financial statements and portfolio information for the Fund for the period ended December 31, 2006. You will also find a detailed commentary offering specific insight into the challenges and opportunities the Fund faced in 2006. We thank you for your continued investment in the SunAmerica Senior Floating Rate Fund. If you have any questions or require additional information on this Fund or other AIG SunAmerica mutual funds, we invite you to visit www.sunamericafunds.com or call our Shareholder Services Department at 1-800-858-8850 x6010. Sincerely, /s/ Peter A. Harbeck Peter A. Harbeck President and CEO AIG SunAmerica Asset Management Corp. - -------- Past performance is no guarantee of future results. The Fund is not a money market fund and its net asset value may fluctuate. Investments in loans involve certain risks including nonpayment of principal and interest; collateral impairment; non-diversification and borrower industry concentration; and lack of full liquidity, which may impair the Fund's ability to obtain full value for loans sold. The Fund may invest all or substantially all of its assets in loans or other securities that are rated below investment grade or in comparable unrated securities. Credit risks include the possibility of a default on the loan or bankruptcy of the borrower. The value of these loans is subject to a greater degree of volatility in response to interest-rate fluctuations. 1 SunAmerica Senior Floating Rate Fund, Inc. EXPENSE EXAMPLE -- December 31, 2006 -- (unaudited) Disclosure of Portfolio Expenses in Shareholder Reports As a shareholder of the SunAmerica Senior Floating Rate Fund, Inc. (the "Fund"), you may incur two types of costs: (1) transaction costs, including sales charges on purchase payments and contingent deferred sales charges and (2) ongoing costs, including management fees, distribution and service fees, and other Fund expenses. This Example set forth below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at July 1, 2006 and held until December 31, 2006. Actual Expenses The "Actual" section of the table provides information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the column under the heading entitled "Expenses Paid During the Six Months Ended December 31, 2006" to estimate the expenses you paid on your account during this period. The "Expenses Paid During the Six Months Ended December 31, 2006" column does not include administrative fees that may apply to qualified retirement plan accounts. See the Fund's prospectus and/or your retirement plan documents for a full description of these fees. Had these fees been included, the "Expenses Paid During the Six Months Ended December 31, 2006" column would have been higher and the "Ending Account Value" would have been lower. Hypothetical Example for Comparison Purposes The "Hypothetical" section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The "Expenses Paid During the Six Months Ended December 31, 2006" column does not include administrative fees that may apply to qualified retirement plan accounts. See the Fund's prospectus and/or your retirement plan document for full description of these fees. Had these fees been included, the "Expenses Paid During the Six Months Ended December 31, 2006" column would have been higher and the "Ending Account Value" would have been lower. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, including sales charges on purchase payments, contingent deferred sales charges and administrative fees, if applicable to your account. Please refer to the Fund's prospectus and/or qualified retirement plan document for more information. Therefore, the "Hypothetical" example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs and other fees were included, your costs would have been higher. 2 SunAmerica Senior Floating Rate Fund EXPENSE EXAMPLE -- December 31, 2006 -- (unaudited) (continued) Actual Hypothetical ---------------------------------------------------- --------------------------------- Ending Ending Account Account Value Expenses Paid Value using Beginning Using Actual During the Beginning a Hypothetical 5% Account Value Returns at Six Months Ended Account Value Assumed Return at at July 1, 2006 December 31, 2006 December 31, 2006* at July 1, 2006 December 31, 2006 --------------- ----------------- ------------------ --------------- ----------------- Senior Floating Rate Fund Class A#+............. $1,000.00 $1,017.49 $3.53 $1,000.00 $1,017.90 Class B#.............. $1,000.00 $1,034.52 $8.97 $1,000.00 $1,016.38 Class C#.............. $1,000.00 $1,034.52 $8.97 $1,000.00 $1,016.38 Class D#.............. $1,000.00 $1,037.12 $6.42 $1,000.00 $1,018.90 Class Q#+............. $1,000.00 $1,036.08 $7.44 $1,000.00 $1,017.90 ------------------- Expense Expenses Paid Ratio During the as of Six Months Ended December 31, December 31, 2006* 2006* ------------------ ------------ Senior Floating Rate Fund Class A#+............. $7.38 1.45% Class B#.............. $8.89 1.75% Class C#.............. $8.89 1.75% Class D#.............. $6.36 1.25% Class Q#+............. $7.38 1.45% - -------- * Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by 184 days divided by 365 days except for Class A shares "Actual Return" information which was multiplied by 88 days divided by 365 days. These ratios do not reflect transaction costs, including sales charges on purchase payments, contingent deferred sales charges and administrative fees, if applicable to your account. Please refer to your Prospectus and/or your qualified retirement plan document for more information. # During the stated period, the investment adviser and distributor either waived a portion of or all of the fees and assumed a portion of or all expenses for the Funds. As a result, if these fees and expenses had not been waived, the "Actual/Hypothetical Ending Account Value" would have been lower and the "Actual/Hypothetical Expenses Paid During the Six Months Ended December 31, 2006" and the "Expense Ratios" would have been higher. + Effective October 4, 2006, Class A shares were redesignated to Class Q shares and a new class of shares designated as Class A commenced offering. 3 SunAmerica Senior Floating Rate Fund, Inc. STATEMENT OF ASSETS AND LIABILITIES -- December 31, 2006 ASSETS: Long-term investment securities, at value (unaffiliated)*......... $222,025,421 Short-term investment securities, at value (unaffiliated)*........ 13,083,087 ------------ Total investments............................................... 235,108,508 Receivable for: Fund shares sold................................................ 2,310,432 Dividends and interest.......................................... 2,855,767 Investments sold................................................ 4,127,482 Prepaid expenses and other assets................................. 45,526 Due from investment adviser for expense reimbursements/fee waivers 121,712 Due from distributor for fee waivers.............................. 44,079 ------------ Total assets.................................................... 244,613,506 ------------ LIABILITIES: Payable for: Fund shares redeemed............................................ 923,655 Investments purchased........................................... 9,009,375 Investment advisory and management fees......................... 163,997 Distribution and service maintenance fees....................... 130,548 Administration fees............................................. 77,175 Transfer agent fees and expenses................................ 63,497 Directors' fees and expenses.................................... 21,716 Other accrued expenses.......................................... 188,395 Dividends payable................................................. 434,206 Commitments ( Note 11)............................................ -- ------------ Total liabilities............................................... 11,012,564 ------------ Net assets..................................................... $233,600,942 ============ NET ASSETS REPRESENTED BY: Common stock, $.01 par value...................................... $ 248,494 Additional paid-in capital........................................ 261,487,350 ------------ 261,735,844 Accumulated undistributed net investment income (loss)............ (39,569) Accumulated undistributed net realized gain (loss) on investments. (27,392,370) Unrealized appreciation (depreciation) on investments............. (702,963) ------------ Net assets...................................................... $233,600,942 ============ *COST Long-term investment securities (unaffiliated).. $222,728,384 ============ Short-term investment securities (unaffiliated). $ 13,083,087 ============ See Notes to Financial Statements 4 SunAmerica Senior Floating Rate Fund, Inc. STATEMENT OF ASSETS AND LIABILITIES -- December 31, 2006 -- (continued) Class A+: Net assets................................................... $ 14,165,352 Shares outstanding........................................... 1,506,712 Net asset value and redemption price per share............... $ 9.40 Maximum sales charge (3.75% of offering price)............... 0.37 ------------ Maximum offering price to public............................. $ 9.77 ============ Class B: Net assets................................................... $ 25,885,345 Shares outstanding........................................... 2,753,507 Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charges) $ 9.40 ============ Class C: Net assets................................................... $176,742,888 Shares outstanding........................................... 18,801,044 Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charges) $ 9.40 ============ Class D: Net assets................................................... $ 16,033,887 Shares outstanding........................................... 1,705,851 Net asset value, offering and redemption price per share..... $ 9.40 ============ Class Q+: Net assets................................................... $ 773,470 Shares outstanding........................................... 82,264 Net asset value, offering and redemption price per share..... $ 9.40 ============ - -------- + Effective October 4, 2006, Class A shares were redesignated to Class Q shares and a new class of shares designated as Class A commenced offering. See Notes to Financial Statements 5 SunAmerica Senior Floating Rate Fund, Inc. STATEMENT OF OPERATIONS -- For the year ended December 31, 2006 INVESTMENT INCOME: Interest (unaffiliated)........................................................... $16,066,776 Dividends (unaffiliated).......................................................... 270,649 Facility and other fee income (Note 2)............................................ 534,967 ----------- Total investment income........................................................ 16,872,392 ----------- EXPENSES: Investment advisory and management fees........................................... 1,792,003 Administration fees............................................................... 843,296 Distribution and service maintenance fees: Class A+........................................................................ 4,707 Class B......................................................................... 192,695 Class C......................................................................... 1,220,153 Class Q+........................................................................ 1,090 Transfer agent fees and expenses: Class A+........................................................................ 7,377 Class B......................................................................... 31,527 Class C......................................................................... 152,854 Class D......................................................................... 16,745 Class Q+........................................................................ 2,680 Registration fees: Class A+........................................................................ 11,143 Class B......................................................................... 10,666 Class C......................................................................... 24,831 Class D......................................................................... 20,143 Class Q+........................................................................ 7,231 Accounting service fees........................................................... 63,218 Custodian and accounting fees..................................................... 90,855 Reports to shareholders........................................................... 176,753 Audit and tax fees................................................................ 97,171 Legal fees........................................................................ 43,072 Directors' fees and expenses...................................................... 49,873 Interest expense.................................................................. 4,107 Other expenses.................................................................... 72,287 ----------- Total expenses before fee waivers, expense reimbursements and custody credits.. 4,936,477 Fees waived and expenses reimbursed by investment adviser and distributor...... (1,355,223) Custody credits earned on cash balances........................................ (496) ----------- Net expenses................................................................... 3,580,758 ----------- Net investment income (loss)...................................................... 13,291,634 ----------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (unaffiliated)............................ 305,142 Change in unrealized appreciation (depreciation) on investments (unaffiliated).... (23,250) ----------- Net realized and unrealized gain (loss) on investments............................ 281,892 ----------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS....................... $13,573,526 =========== - -------- + Effective October 4, 2006, Class A shares were redesignated to Class Q shares and a new class of shares designated as Class A commenced offering. See Notes to Financial Statements 6 SunAmerica Senior Floating Rate Fund, Inc. STATEMENT OF CHANGES IN NET ASSETS For the For the year ended year ended December 31, December 31, 2006 2005 ------------ ------------ INCREASE (DECREASE) IN NET ASSETS: Operations: Net investment income (loss).......................................................... $ 13,291,634 $ 9,753,762 Net realized gain (loss) on investments (unaffiliated)................................ 305,142 14,295 Net unrealized gain (loss) on investments (unaffiliated).............................. (23,250) (618,514) ------------ ------------ Increase (decrease) in net assets resulting from operations............................. 13,573,526 9,149,543 ------------ ------------ Distributions To Shareholders From: Net investment income (Class A)#...................................................... (91,162) -- Net investment income (Class B)....................................................... (1,606,103) (1,163,563) Net investment income (Class C)....................................................... (10,179,734) (7,353,487) Net investment income (Class D)....................................................... (1,385,857) (1,212,647) Net investment income (Class Q)#...................................................... (28,646) (16,613) ------------ ------------ Total distributions to shareholders..................................................... (13,291,502) (9,746,310) ------------ ------------ Net increase (decrease) in net assets resulting from capital share transactions (Note 3) 30,005,042 (26,056,887) ------------ ------------ Total increase (decrease) in net assets................................................. 30,287,066 (26,653,654) ============ ============ NET ASSETS: Beginning of period..................................................................... 203,313,876 229,967,530 ------------ ------------ End of period+.......................................................................... 233,600,942 203,313,876 ============ ============ - -------- + Includes accumulated undistributed net investment income (loss)....................... $ (39,569) $ (39,701) ============ ============ # Effective October 4, 2006, Class A shares were redesignated to Class Q shares and a new class of shares designated as Class A commenced offering. See Notes to Financial Statements 7 SunAmerica Senior Floating Rate Fund, Inc. STATEMENT OF CASH FLOWS -- For the year ended December 31, 2006 INCREASE (DECREASE) IN CASH Cash flows from operating activities: Net increase in net assets from operations................................................................... $ 13,573,526 Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities: Purchase of loans.......................................................................................... (145,632,830) Proceed from loans sold.................................................................................... 52,003,807 Loan principal paydowns.................................................................................... 74,952,895 Net purchases of short-term securities..................................................................... (3,268,282) Accretion of facility fee income........................................................................... (54,390) Increase in receivable for dividends and interest.......................................................... (958,163) Increase in receivable for investments sold................................................................ (3,369,184) Increase in amount due from investment adviser for expense reimbursements/fee waivers...................... (37,195) Increase in amount due from distributor for fee waivers.................................................... (5,393) Increase in prepaid expenses and other assets.............................................................. (20,210) Increase in payable for investments purchased.............................................................. 2,291,736 Increase in payable for investment advisory and management fees............................................ 14,840 Increase in payable for distribution and maintenance fees.................................................. 14,382 Increase in payable for administration fees................................................................ 6,984 Increase in other accrued expenses......................................................................... 139,021 Unrealized depreciation on investments..................................................................... 23,250 Net realized gain from investments......................................................................... (305,142) ------------- Net cash used in operating activities........................................................................ $ (10,630,348) ------------- Cash flows from financing activities: Proceeds from shares sold.................................................................................... 88,565,848 Payment on shares redeemed................................................................................... (73,303,354) Cash dividends paid.......................................................................................... (4,621,965) Decrease in due to custodian................................................................................. (10,181) ------------- Net cash provided by financing activities.................................................................... $ 10,630,348 ------------- Net increase in cash......................................................................................... -- Cash balance at beginning of period.......................................................................... -- ------------- Cash balance at end of period................................................................................ $ -- ============= Supplemental disclosure of cash flow information: Noncash financing activities not included herein consist of reinvestment of dividends and distributions of $8,560,999. See Notes to Financial Statements 8 SunAmerica Senior Floating Rate Fund, Inc. FINANCIAL HIGHLIGHTS Class A+ ----------- For the period from 10/04/06* through 12/31/06 ----------- Net Asset Value, Beginning of Period........................................... $ 9.39 Investment Operations: Net investment income (loss)@.................................................. 0.38 Net realized and unrealized gain (loss) on investments......................... (0.22) ------- Total from investment operations............................................. 0.16 ------- Distributions: Dividends from net investment income........................................... (0.15) ------- Net Asset Value, End of Period................................................. $ 9.40 ------- Total Return(1)................................................................ 1.75% Ratios/Supplemental Data Net assets, end of period ($000's)............................................. $14,165 Ratio of net expenses to average net assets.................................... 1.45%# Ratio of net investment income to average net assets........................... 6.78%# Portfolio turnover rate........................................................ 61% Expense ratio before waiver of fees and reimbursement of expenses.............. 3.26%# Net investment income ratio before waiver of fees and reimbursement of expenses 4.97%# - -------- + Effective October 4, 2006, Class A shares were redesignated to Class Q shares and a new class of shares designated as Class A commenced offering. * Inception date of class @ Calculated based upon average shares outstanding. # Annualized (1)Total return is not annualized and does not reflect sales load but does include expense reimbursements. See Notes to Financial Statements 9 SunAmerica Senior Floating Rate Fund, Inc. FINANCIAL HIGHLIGHTS -- (continued) Class B ------------------------------------------- Year Year Year Year Year ended ended ended ended ended 12/31/06 12/31/05 12/31/04 12/31/03 12/31/02 -------- -------- -------- -------- -------- Net Asset Value, Beginning of Period.... $ 9.39 $ 9.41 $ 9.33 $ 8.78 $ 9.03 Investment Operations: Net investment income (loss)@........... 0.59 0.41 0.29 0.40 0.40 Net realized and unrealized gain (loss) on investments......................... 0.01 (0.02) 0.08 0.54 (0.26) ------- ------- ------- ------- ------- Total from investment operations....... 0.60 0.39 0.37 0.94 0.14 ------- ------- ------- ------- ------- Distributions: Dividends from net investment income.... (0.59) (0.41) (0.29) (0.39) (0.39) ------- ------- ------- ------- ------- Net Asset Value, End of Period.......... $ 9.40 $ 9.39 $ 9.41 $ 9.33 $ 8.78 ------- ------- ------- ------- ------- Total Return(1)......................... 6.55% 4.24% 3.97% 10.95% 1.54% Ratios/Supplemental Data Net assets, end of period ($000's)...... $25,885 $25,181 $27,530 $26,565 $31,906 Ratio of net expenses to average net assets................................. 1.75% 1.75% 1.75% 1.54% 1.45% Ratio of net investment income to average net assets..................... 6.25% 4.36% 3.04% 4.35% 4.42% Portfolio turnover rate................. 61% 57% 24% 75% 112% Expense ratio before waiver of fees and reimbursement of expenses.............. 2.45% 2.38% 2.38% 2.57% 2.51% Net investment income ratio before waiver of fees and reimbursement of expenses............................... 5.55% 3.73% 2.41% 3.33% 3.36% - -------- @ Calculated based upon average shares outstanding. (1)Total return is not annualized and does not reflect sales load but does include expense reimbursements. See Notes to Financial Statements 10 SunAmerica Senior Floating Rate Fund, Inc. FINANCIAL HIGHLIGHTS -- (continued) Class C ----------------------------------------------- Year Year Year Year Year ended ended ended ended ended 12/31/06 12/31/05 12/31/04 12/31/03 12/31/02 -------- -------- -------- -------- -------- Net Asset Value, Beginning of Period.... $ 9.39 $ 9.41 $ 9.33 $ 8.78 $ 9.03 Investment Operations: Net investment income (loss)@........... 0.59 0.42 0.28 0.38 0.40 Net realized and unrealized gain (loss) on investments......................... 0.01 (0.03) 0.09 0.56 (0.27) -------- -------- -------- -------- ------- Total from investment operations....... 0.60 0.39 0.37 0.94 0.13 -------- -------- -------- -------- ------- Distributions: Dividends from net investment income.... (0.59) (0.41) (0.29) (0.39) (0.38) -------- -------- -------- -------- ------- Net Asset Value, End of Period.......... $ 9.40 $ 9.39 $ 9.41 $ 9.33 $ 8.78 -------- -------- -------- -------- ------- Total Return(1)......................... 6.54% 4.24% 3.97% 10.92% 1.47% Ratios/Supplemental Data Net assets, end of period ($000's)...... $176,743 $154,584 $174,583 $103,726 $86,101 Ratio of net expenses to average net assets................................. 1.75% 1.75% 1.75% 1.59% 1.50% Ratio of net investment income to average net assets..................... 6.26% 4.36% 3.06% 4.22% 4.33% Portfolio turnover rate................. 61% 57% 24% 75% 112% Expense ratio before waiver of fees and reimbursement of expenses.............. 2.39% 2.32% 2.35% 2.51% 2.48% Net investment income ratio before waiver of fees and reimbursement of expenses............................... 5.62% 3.79% 2.46% 3.31% 3.36% - -------- @ Calculated based upon average shares outstanding. (1)Total return is not annualized and does not reflect sales load but does include expense reimbursements. See Notes to Financial Statements 11 SunAmerica Senior Floating Rate Fund, Inc. FINANCIAL HIGHLIGHTS -- (continued) Class D ------------------------------------------- Year Year Year Year Year ended ended ended ended ended 12/31/06 12/31/05 12/31/04 12/31/03 12/31/02 -------- -------- -------- -------- -------- Net Asset Value, Beginning of Period.... $ 9.39 $ 9.41 $ 9.33 $ 8.78 $ 9.03 Investment Operations: Net investment income (loss)@........... 0.66 0.47 0.33 0.43 0.43 Net realized and unrealized gain (loss) on investments......................... (0.01) (0.03) 0.08 0.54 (0.27) ------- ------- ------- ------- ------- Total from investment operations....... 0.65 0.44 0.41 0.97 0.16 ------- ------- ------- ------- ------- Distributions: Dividends from net investment income.... (0.64) (0.46) (0.33) (0.42) (0.41) ------- ------- ------- ------- ------- Net Asset Value, End of Period.......... $ 9.40 $ 9.39 $ 9.41 $ 9.33 $ 8.78 ------- ------- ------- ------- ------- Total Return(1)......................... 7.08% 4.76% 4.49% 11.28% 1.72% Ratios/Supplemental Data Net assets, end of period ($000's)...... $16,034 $23,148 $27,630 $13,369 $15,037 Ratio of net expenses to average net assets................................. 1.25% 1.25% 1.25% 1.25% 1.25% Ratio of net investment income to average net assets..................... 6.71% 4.86% 3.60% 4.63% 4.58% Portfolio turnover rate................. 61% 57% 24% 75% 112% Expense ratio before waiver of fees and reimbursement of expenses.............. 1.72% 1.60% 1.62% 1.86% 1.77% Net investment income ratio before waiver of fees and reimbursement of expenses............................... 6.24% 4.51% 3.23% 4.02% 4.06% - -------- @ Calculated based upon average shares outstanding. (1)Total return is not annualized and does not reflect sales load but does include expense reimbursements. See Notes to Financial Statements 12 SunAmerica Senior Floating Rate Fund, Inc. FINANCIAL HIGHLIGHTS -- (continued) Class Q(2) -------------------------- For the period from Year Year 4/28/04* ended ended through 12/31/06 12/31/05 12/31/04 -------- -------- ----------- Net Asset Value, Beginning of Period........................................... $ 9.39 $ 9.41 $ 9.42 Investment Operations: Net investment income (loss)@.................................................. 0.59 0.43 0.22 Net realized and unrealized gain (loss) on investments......................... 0.04 (0.01) (0.01) ------ ------ ------ Total from investment operations............................................. 0.63 0.42 0.21 ------ ------ ------ Distributions: Dividends from net investment income........................................... (0.62) (0.44) (0.22) ------ ------ ------ Net Asset Value, End of Period................................................. 9.40 $ 9.39 $ 9.41 ------ ------ ------ Total Return(1)................................................................ 6.86% 4.55% 2.22% Ratios/Supplemental Data Net assets, end of period ($000's)............................................. $ 773 $ 401 $ 224 Ratio of net expenses to average net assets.................................... 1.45% 1.45% 1.45%# Ratio of net investment income to average net assets........................... 6.57% 4.74% 3.44%# Portfolio turnover rate........................................................ 61% 57% 24% Expense ratio before waiver of fees and reimbursement of expenses.............. 4.06% 4.32% 9.31%# Net investment income ratio before waiver of fees and reimbursement of expenses 3.97% 1.87% (4.42)%# - -------- * Inception date of class @ Calculated based upon average shares outstanding. # Annualized (1)Total return is not annualized and does not reflect sales load but does include expense reimbursements. (2)Effective October 4, 2006, Class A shares were redesignated to Class Q shares and a new class of shares designated as Class A commenced offering. See Notes to Financial Statements 13 SunAmerica Senior Floating Rate Fund, Inc. PORTFOLIO PROFILE -- December 31, 2006 -- (unaudited) Industry Allocation* Broadcasting & Entertainment . . . . . . . . . . . . . . . . . .................. 16.8% Healthcare, Education and Childcare . . . . . . . . . . . . . ................... 7.3 Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..... 6.4 Leisure, Amusement, Entertainment . . . . . . . . . . . . . ..................... 6.1 Chemicals, Plastics and Rubber . . . . . . . . . . . . . . . . .................. 5.9 Registered Investment Companies . . . . . . . . . . . . . . ..................... 5.6 Telecommunications . . . . . . . . . . . . . . . . . . . . . . . . . ............ 5.3 Retail Stores . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..... 4.8 Printing and Publishing . . . . . . . . . . . . . . . . . . . . . . . ........... 4.3 Oil and Gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..... 3.6 Buildings & Real Estate . . . . . . . . . . . . . . . . . . . . . . . ........... 3.4 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.3 Containers, Packaging and Glass . . . . . . . . . . . . . . . ................... 3.2 Diversified/Conglomerate Manufacturing . . . . . . . . . ........................ 3.2 Automobile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... 2.8 Hotels, Motels, Inns and Gaming . . . . . . . . . . . . . . . ................... 2.5 Finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... 2.2 Personal Transportation . . . . . . . . . . . . . . . . . . . . . . ............. 2.2 Diversified/Conglomerate Service . . . . . . . . . . . . . . . .................. 2.0 Beverage, Food & Tobacco . . . . . . . . . . . . . . . . . . . . ................ 1.7 Home and Office Furnishings, Housewares and Durables............................. 1.4 Ecological . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 1.3 Personal, Goods and Misc. Services . . . . . . . . . . . . . .................... 1.3 Personal and Nondurable Consumer Products . . . . . ............................. 1.1 Aerospace/Defense . . . . . . . . . . . . . . . . . . . . . . . . . . ........... 0.7 Machinery........................................................................ 0.7 Mining, Steel, Iron and Nonprecious Metals . . . . . . . ........................ 0.7 Textiles and Leather . . . . . . . . . . . . . . . . . . . . . . . . . .......... 0.5 Cargo Transport . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... 0.2 Farming and Agriculture . . . . . . . . . . . . . . . . . . . . . . ............. 0.1 ----- 100.6% ===== Credit Quality+# BBB-............ 0.9 BB+............. 2.7 BB.............. 9.4 BB-............. 18.8 B+.............. 25.2 B............... 21.8 B-.............. 8.0 CCC+............ 3.4 CCC............. 1.1 CCC-............ 0.5 Not Rated@...... 8.2 ----- 100.0% ===== - -------- * Calculated as a percentage of Net Assets. @ Represents debt issues that either have no rating, or the rating is unavailable from the data source. + Source: Standard and Poors # Calculated as a percentage of total debt issues, excluding short-term securities. 14 SunAmerica Senior Floating Rate Fund, Inc. PORTFOLIO OF INVESTMENTS -- December 31, 2006 Ratings/(1)/ ------------ Interest Maturity Principal Value Industry Description Type Moody's S&P Rate Date/(2)/ Amount (Note 2) - ----------------------------------------------------------------------------------------------------------------------- LOANS(3)(4) -- 93.6% Aerospace/Defense -- 0.7% Axle Tech International.................. 1st Lien B2 B+ 7.62% 10/21/12 $ 239,286 $ 240,481 SI International, Inc.................... BTL B1 B+ 7.35-7.46 02/09/11 720,161 721,060 Wesco International...................... 2nd Lien B2 B- 11.13 03/28/14 500,000 512,083 ----------- 1,473,624 ----------- Automobile -- 2.8% FleetPride Corp.......................... BTL-B B3 B+ 8.59 06/06/13 248,438 249,523 Goodyear Tire & Rubber Co................ 2nd Lien B1 B+ 8.14 04/30/10 2,000,000 2,027,083 Key Plastics LLC......................... BTL-B B1 B+ 8.85-8.87 06/29/10 1,207,459 1,218,024 Navistar International Corp.............. BTL B1 BB- 10.35-10.37 02/22/09 1,733,333 1,759,603 Ozburn-Hessey Holding Co. LLC............ BTL B3 B 8.62-8.79 08/10/12 519,120 519,768 United Components, Inc................... BTL-C B3 BB- 8.38 06/30/10 580,859 583,763 ----------- 6,357,764 ----------- Beverage, Food & Tobacco -- 1.7% Best Brands Corp......................... BTL-C Caa1 CCC+ 11.82 06/12/13 1,500,000 1,500,000 Dole Food Co., Inc....................... BTL B1 B+ 7.44-9.25 04/12/13 207,733 206,477 Dole Food Co., Inc....................... Tranche C B1 B+ 7.44-9.25 04/12/13 692,442 688,258 Dole Food Co., Inc....................... LOC B1 B+ 5.24 04/12/13 93,023 92,461 Fresh Start Bakeries, Inc................ 2nd Lien Caa1 CCC+ 11.13 03/29/14 250,000 251,406 Leiner Health Products Group, Inc........ BTL-B B2 B- 8.88 05/27/11 493,671 496,550 Pierre Foods, Inc........................ BTL-B B1 B+ 7.61 06/30/10 715,121 718,474 ----------- 3,953,626 ----------- Broadcasting & Entertainment -- 16.4% Century -- TCI California LP(5).......... Revolver NR NR 8.25 12/31/07 10,000 9,894 Century Cable Holdings LLC(5)............ Discretionary BTL NR NR 10.25 12/31/09 2,500,000 2,438,020 Cequel Communications LLC................ 1st Lien B2 B+ 7.62 11/05/13 3,000,000 3,006,093 Cequel Communications LLC................ 2nd Lien B2 B- 9.87 05/05/14 1,000,000 1,003,542 Charter Communications Operating LLC..... BTL Caa1 B 8.01 04/28/13 4,000,000 4,030,748 CSC Holdings, Inc........................ BTL B1 BB 7.11-7.13 03/29/13 2,490,000 2,493,581 Haights Cross Operating Co............... BTL B1 B- 9.88 08/20/08 1,448,825 1,456,069 Hilton Head Communications LP(5)(10)..... BTL NR NR 9.50 09/30/08 1,000,000 974,792 HIT Entertainment, Ltd................... 2nd Lien B1 CCC+ 10.86 02/26/13 1,000,000 1,012,813 HIT Entertainment, Ltd................... BTL B1 B 7.60 03/20/12 495,000 498,867 Insight Midwest Holdings LLC............. BTL-B Ba3 BB- 7.61 04/06/14 3,000,000 3,022,500 Intelstat Zeus, Ltd...................... BTL Ba2 BB+ 7.62 07/13/13 985,000 993,373 Liberty Cablevision of Puerto Rico, Ltd.. BTL NR NR 7.62 03/01/13 1,488,750 1,496,660 Mission Broadcasting, Inc................ BTL-B B2 B+ 7.11 08/14/12 1,200,995 1,197,992 Nexstar Broadcasting, Inc................ BTL-B B2 B 7.11 08/14/12 1,138,046 1,135,201 NextMedia Operating...................... 2nd Lien B2 CCC+ 9.85 11/15/13 500,000 503,542 PANAMSAT Corp............................ BTL-A B2 BB 7.50 07/03/12 136,166 136,883 PANAMSAT Corp............................ BTL-B2 B2 BB 7.87 08/20/11 4,296,334 4,344,965 Panavision, Inc.......................... 2nd Lien B2 CCC 12.38 03/30/12 500,000 508,438 Persona Communication, Inc.(11).......... 1st Lien Ba3 B+ 8.12 10/12/13 154,250 155,214 Persona Communication, Inc.(11).......... 2nd Lien Caa1 CCC 11.37 10/12/13 1,000,000 1,006,250 Radio Systems Corp....................... BTL-B B1 B 8.10-9.50 10/05/13 500,000 502,500 Spanish Broadcasting Systems, Inc........ 1st Lien B1 B+ 7.12 06/10/12 982,500 982,090 UPC Financing Partnership................ BTL-J2 B1 B 7.64 04/01/13 1,000,000 1,002,125 UPC Financing Partnership................ BTL-K2 B1 B 7.64 12/31/13 1,000,000 1,002,125 WideOpenWest Finance LLC................. 2nd Lien B2 B 10.37 05/01/14 500,000 505,563 WideOpenWest Finance LLC................. BTL-B B2 B 7.62 05/01/13 1,000,000 1,003,304 Yell Group, Ltd.......................... BTL-B Ba3 BB- 7.35 08/10/13 1,000,000 1,007,444 Young Broadcasting, Inc.................. BTL B3 B- 7.88-7.94 11/03/12 985,000 984,231 ----------- 38,414,819 ----------- 15 SunAmerica Senior Floating Rate Fund, Inc. PORTFOLIO OF INVESTMENTS -- December 31, 2006 -- (continued) Ratings/(1)/ ------------ Interest Maturity Principal Value Industry Description Type Moody's S&P Rate Date/(2)/ Amount (Note 2) - ------------------------------------------------------------------------------------------------------------------- Buildings & Real Estate -- 3.4% Atrium Cos., Inc............................ BTL B1 B 8.12%-10.00% 05/31/12 $ 444,176 $ 438,624 Masonite International Corp................. BTL B2 BB- 7.36-7.38 04/05/13 1,476,236 1,449,537 Masonite International Corp................. CND TL B2 BB- 7.36-7.38 04/05/13 1,473,726 1,447,072 North Las Vegas............................. 1st Lien B2 BB 8.11 05/09/11 290,911 290,911 North Las Vegas............................. 2nd Lien B2 B 12.36 05/09/12 250,000 247,500 Palmdale Hills Property LLC................. 1st Lien B2 B+ 8.38 05/19/10 985,000 970,225 Palmdale Hills Property LLC................. 2nd Lien B2 CCC+ 12.88 05/19/11 1,000,000 960,000 PGT Industries, Inc......................... 1st Lien B2 B+ 8.38 02/14/12 605,442 605,442 Rhodes Homes................................ 1st Lien B1 BB- 8.61 11/21/10 218,750 214,922 TCO Funding Corp............................ BTL B2 B- 8.13 10/31/12 990,009 994,959 Yellowstone Mountain Club................... 2nd Lien B1 B+ 7.73 09/30/10 233,467 232,105 ----------- 7,851,297 ----------- Cargo Transport -- 0.2% Hertz Corp.................................. BTL Ba3 BB 7.35-7.37 12/21/12 496,259 500,195 ----------- Chemicals, Plastics & Rubber -- 5.9% Basell Finance Co........................... BTL-B2 Ba3 B+ 7.60 09/07/13 104,167 105,469 Basell Finance Co........................... BTL-B4 Ba3 B+ 7.60 09/07/13 20,833 21,094 Basell Finance Co........................... BTL-C2 Ba3 B+ 8.35 09/07/14 104,167 105,469 Basell Finance Co........................... BTL-C4 Ba3 B+ 8.35 09/07/14 20,833 21,094 Brenntag Holdings........................... BTL-B2 B2 B 8.08 01/20/14 200,909 203,044 Brenntag Holdings........................... BTL B2 B 8.08 01/20/14 49,091 49,428 Celanese AG................................. BTL B1 BB- 7.11 04/06/11 2,413,650 2,423,141 Hexion Specialty Chemicals, Inc............. BTL-C1 B2 B 7.88 05/05/13 819,485 819,428 Hexion Specialty Chemicals, Inc............. BTL-C2 B2 B 7.88 05/05/13 177,569 177,557 Huntsman International LLC.................. BTL-B B1 BB- 7.10 08/16/12 2,754,672 2,759,647 Ineos US Finance LLC........................ BTL-B2 Ba3 B+ 7.61 12/16/13 742,500 750,776 Ineos US Finance LLC........................ BTL-C2 Ba3 B+ 8.11 12/16/14 742,500 750,776 Kraton Polymers LLC......................... BTL B1 BB- 7.38 05/12/13 437,666 439,033 Momentive Performance....................... BTL-B B3 B+ 7.63 12/04/13 1,000,000 1,002,708 PQ Corp..................................... BTL B1 B+ 7.37 02/11/12 736,875 740,252 Rockwood Specialties Group, Inc............. Tranche D B1 B+ 7.38 12/13/13 1,970,000 1,981,574 Wellman, Inc................................ 2nd Lien B2 B- 12.12 02/10/10 1,700,000 1,394,000 ----------- 13,744,490 ----------- Containers, Packaging & Glass -- 3.2% Appleton Papers, Inc........................ BTL B1 BB- 7.62-7.63 06/11/10 879,899 883,748 Boise Cascade Corp.......................... BTL-B Ba3 BB 7.13 10/29/11 711,789 715,615 Captive Plastics............................ BTL B2 B- 8.11 08/18/11 463,836 466,735 Captive Plastics............................ 2nd Lien B2 CCC 12.63 02/18/12 1,000,000 1,000,000 Georgia-Pacific Corp........................ 1st Lien Ba3 BB- 7.35-7.38 12/20/12 1,980,000 1,991,549 Graham Packaging Co. LP..................... Tranche B B2 B 7.63-7.88 10/07/12 2,450,000 2,467,500 ----------- 7,525,147 ----------- Diversified/Conglomerate Manufacturing -- 3.2% Accuride Corp............................... BTL-B B1 B+ 7.38 01/31/12 1,325,909 1,328,810 Aearo Technologies, Inc..................... 2nd Lien B2 CCC+ 11.86 09/24/13 500,000 507,500 Aearo Technologies, Inc..................... BTL B2 B 7.86 03/24/13 992,500 1,001,598 Bombardier Capital, Inc..................... BTL B1 B+ 7.88 06/26/13 1,000,000 1,000,938 Enersys, Inc................................ BTL Ba3 BB 7.37-7.59 03/17/11 585,000 588,656 Maxim Crane Works LP........................ BTL B1 BB- 7.35-9.25 01/25/10 316,458 317,645 National Distributing@...................... BTL B2 B- 11.85 06/22/10 880,000 882,200 Oshkosh Truck Corp.......................... BTL-B Ba2 BB 7.35 12/06/13 1,000,000 1,002,031 Polypore, Inc............................... BTL B3 B 8.35 11/12/11 946,122 953,217 ----------- 7,582,595 ----------- 16 SunAmerica Senior Floating Rate Fund, Inc. PORTFOLIO OF INVESTMENTS -- December 31, 2006 -- (continued) Ratings/(1)/ ------------ Interest Maturity Principal Value Industry Description Type Moody's S&P Rate Date/(2)/ Amount (Note 2) - ------------------------------------------------------------------------------------------------------------------- Diversified/Conglomerate Service -- 2.0% Billing Services Group.................... 1st Lien B1 B+ 8.13% 05/11/12 $ 481,250 $ 480,047 Bridge Information Systems, Inc.+#@(5)(6). BTL-B Caa1 NR 11.25 05/29/05 417,016 -- Coinstar, Inc............................. BTL Ba3 BB- 7.37 07/07/11 794,548 799,514 NES Rentals Holdings...................... 2nd Lien B3 B- 12.13 07/20/13 2,500,000 2,522,918 Nielsen Finance LLC....................... BTL-B B1 B+ 8.13 07/01/13 500,000 504,097 Protection One, Inc....................... BTL B2 B+ 7.85-7.87 04/18/11 462,968 464,704 ----------- 4,771,280 ----------- Ecological -- 1.3% Allied Waste North America, Inc........... Tranche A B2 BB 7.07 01/15/12 757,403 759,967 Allied Waste North America, Inc........... BTL B2 BB 7.12-7.21 01/15/12 1,708,366 1,712,714 Wastequip, Inc............................ 2nd Lien B2 CCC+ 10.85 07/15/12 500,000 505,000 ----------- 2,977,681 ----------- Electronics -- 5.5% Advanced Micro Devices, Inc............... BTL-B Ba3 BB- 7.62 12/31/13 886,494 891,924 Affiliated Computer....................... FSRI Ba2 B+ 7.35-7.37 03/20/13 995,000 998,980 Aspect Software........................... 1st Lien B2 B+ 8.38 07/11/11 498,750 499,581 Dealer Computer Services.................. 2nd Lien B1 BB- 10.85 10/25/13 250,000 253,594 Dealer Computer Services.................. BTL B1 BB- 7.85 10/25/12 997,500 1,003,823 Eastman Kodak Co.......................... BTL-B1 B1 B+ 7.60 10/18/12 541,954 544,221 Epicor Software Corp...................... BTL B1 B+ 7.78-9.15 03/30/12 496,250 498,421 Infor Global Solutions.................... Delayed Draw B3 B 9.12 07/28/12 342,000 345,634 Infor Global Solutions.................... BTL B3 B 9.12 07/28/12 655,500 662,465 Sanmina-SCI Corp.......................... BTL Ba3 BB- 7.94 10/27/13 1,000,000 1,004,000 Sungard Data Systems, Inc................. BTL-B B2 B+ 7.88 02/11/13 3,940,000 3,982,631 UGS Corp.................................. BTL B2 B+ 7.13 03/31/12 1,870,720 1,871,109 Vertafore, Inc............................ 2nd Lien B2 CCC+ 11.37-11.46 01/31/13 250,000 253,958 ----------- 12,810,341 ----------- Farming & Agriculture -- 0.1% AGCO Corp................................. BTL Ba2 BB+ 7.12 03/31/08 244,333 245,250 ----------- Finance -- 2.2% Bankruptcy Management Solutions........... 2nd Lien B2 CCC+ 11.60 07/31/13 249,375 253,427 Check$mart Financial Co................... BTL-B B3 B 8.12-8.14 05/01/12 496,250 496,560 iPayment, Inc............................. BTL B2 B 7.35-7.36 05/10/13 992,500 990,639 Nasdaq Stock Market, Inc.................. BTL-B Ba3 BB+ 7.10-7.11 04/18/12 486,872 487,115 Nasdaq Stock Market, Inc.................. BTL-C Ba3 BB+ 7.10-7.11 04/18/12 282,228 282,369 NPC International, Inc.................... 1st Lien B3 B 8.35 09/29/13 1,000,000 1,004,375 NPC International, Inc.................... 2nd Lien B3 CCC+ 11.85 09/29/14 500,000 502,500 Rental Service Corp....................... BTL-B B2 B- 8.82-8.87 11/30/13 1,000,000 1,010,469 ----------- 5,027,454 ----------- 17 SunAmerica Senior Floating Rate Fund, Inc. PORTFOLIO OF INVESTMENTS -- December 31, 2006 -- (continued) Ratings/(1)/ ------------ Interest Maturity Principal Value Industry Description Type Moody's S&P Rate Date/(2)/ Amount (Note 2) - ------------------------------------------------------------------------------------------------------------------------------ Healthcare, Education & Childcare -- 7.3% Accellent Corp........................................ BTL B2 BB- 7.37% 11/22/12 $ 495,000 $ 495,000 AMR/EmCare Holdings................................... BTL B1 B+ 7.38-7.39 02/10/12 647,063 648,681 Community Health Systems, Inc......................... BTL Ba3 BB- 7.12 08/19/11 1,298,853 1,301,592 Community Health Systems, Inc......................... BTL-B Ba3 BB- 7.06 02/28/12 997,500 999,604 ComPsych Investment Corp.............................. BTL-B B2 NR 8.10-8.12 04/20/12 977,500 982,387 DaVita, Inc........................................... BTL-B B1 BB- 7.35-7.69 10/05/12 2,477,500 2,494,533 Encore Medical Finance LLC............................ BTL B2 B 7.87 11/03/13 997,500 1,000,773 Gambro A B............................................ BTL-B2 NR NR 7.85 12/06/14 500,000 502,813 Gambro A B............................................ BTL-C2 NR NR 8.35 12/06/15 500,000 504,688 HCA, Inc.............................................. BTL-B B2 BB 8.11 11/18/13 3,000,000 3,036,708 HealthSouth Corp...................................... BTL-B B3 B+ 8.62 03/10/13 995,000 1,002,946 Magellan Health Services, Inc......................... BTL B1 B+ 7.11 08/15/08 208,333 208,854 Magellan Health Services, Inc......................... CLC B1 B+ 5.23 08/15/08 277,778 278,472 Spectrum Labs......................................... BTL-B NR NR 8.61 12/23/11 990,000 985,050 Team Health, Inc...................................... BTL-B B2 B+ 7.87 11/23/12 247,500 248,583 Vanguard Health Holding Co. II........................ BTL B2 B 7.61 09/23/11 980,156 983,219 Warner Chilcott Corp.................................. BTL B2 B 7.61 01/18/12 207,792 208,779 Warner Chilcott Corp.................................. BTL-B B2 B 7.61-7.62 01/18/12 945,651 951,224 Warner Chilcott Corp.................................. BTL-C B2 B 7.61 01/18/12 259,628 261,158 ----------- 17,095,064 ----------- Home & Office Furnishings, Housewares & Durables -- 1.4% Jarden Corp........................................... BTL B1 B+ 7.36 01/24/12 1,250,937 1,254,260 Jarden Corp........................................... BTL-B2 B1 B+ 7.11 01/24/12 666,278 666,361 Maax Corp............................................. BTL-B B2 CCC+ 8.88 06/04/11 558,477 555,685 Simmons Co............................................ BTL-C B2 BB- 6.88-7.56 12/19/11 843,120 849,180 ----------- 3,325,486 ----------- Hotels, Motels, Inns, & Gaming -- 2.5% CCM Merger, Inc....................................... BTL-B B1 B 7.35-7.37 07/13/12 492,502 492,933 Fairmont Hotels and Resorts........................... BTL-B NR NR 8.60 06/15/11 750,327 756,892 Isle of Capri Casinos, Inc............................ BTL Ba3 BB- 7.13-7.32 02/04/11 294,000 295,139 Kulima Resort Co...................................... 2nd Lien B2 CCC+ 11.85 09/30/11 250,000 239,688 Penn National Gaming, Inc............................. BTL-B Ba2 BB 7.11-7.15 10/03/12 1,975,000 1,987,344 Trump Entertainment Resorts Holdings LP(11)........... BTL-B1 B3 BB- 7.87 05/20/12 492,500 496,502 Venetian Casino Resorts LLC........................... Delayed Draw Ba3 BB- 7.12 06/15/11 170,940 171,787 Venetian Casino Resorts LLC........................... BTL-B Ba3 BB- 7.12 06/15/11 829,060 833,165 Venetian Macau, Ltd................................... BTL B1 BB- 8.12 05/26/13 166,667 167,979 Wembley, Inc.......................................... 1st Lien B1 B+ 7.85-7.95 08/23/11 247,500 250,594 Wembley, Inc.......................................... 2nd Lien B1 B 9.70 08/04/11 250,000 253,750 ----------- 5,945,773 ----------- Leisure, Amusement, Entertainment -- 6.1% 24 Hour Fitness Worldwide, Inc........................ BTL-B B2 B 7.87 06/08/12 1,985,000 2,002,369 Cedar Fair LP......................................... BTL-B Ba3 BB- 7.85 08/30/12 995,000 1,006,069 Fender Musical Instruments Corp....................... 1st Lien B2 B+ 8.13 03/30/12 341,890 344,027 Hicks Sports Group.................................... BTL-B NR NR 7.88 12/22/10 3,000,000 3,000,313 Metro-Goldwyn-Mayer Studios, Inc...................... BTL-B Ba2 B+ 8.61 04/08/12 2,977,500 2,953,308 Six Flags Theme Parks, Inc............................ BTL-B1 B3 B- 8.62-8.87 06/30/09 982,368 994,877 True Temper Sports, Inc............................... BTL B2 B 7.85-9.75 03/15/11 461,066 461,642 WMG Acquisition Corp.(11)............................. BTL Ba2 B+ 7.37-7.41 02/28/11 3,393,817 3,410,152 ----------- 14,172,757 ----------- Machinery -- 0.7% Generac Power Systems, Inc............................ 1st Lien B2 B 7.82 11/06/13 1,000,000 1,004,375 Gleason............................................... BTL B2 B+ 7.88 06/23/13 704,545 709,610 ----------- 1,713,985 ----------- 18 SunAmerica Senior Floating Rate Fund, Inc. PORTFOLIO OF INVESTMENTS -- December 31, 2006 -- (continued) Ratings/(1)/ ------------ Interest Maturity Principal Value Industry Description Type Moody's S&P Rate Date/(2)/ Amount (Note 2) - ------------------------------------------------------------------------------------------------------------------------ Mining, Steel, Iron & Nonprecious Metals -- 0.7% Aleris International, Inc..................... BTL-B NR NR 8.13% 12/19/13 $ 1,000,000 $ 1,015,625 Novelis, Inc.................................. BTL-B B1 BB- 7.62 01/07/12 345,621 346,863 Novelis, Inc.................................. CND TL B1 BB- 7.62 01/07/12 198,994 199,709 Walter Industries, Inc........................ BTL-B Ba3 B+ 7.12 10/03/12 122,641 122,993 ----------- 1,685,190 ----------- Oil & Gas -- 3.6% Alon USA, Inc................................. BTL B2 BB- 7.62-7.88 06/15/13 27,639 27,760 Alon USA, Inc................................. BTL B1 BB- 7.62-7.88 06/15/13 221,111 222,078 Calumet Lubricants Co. LP..................... BTL B2 BB- 8.85 11/09/12 110,000 110,275 Calumet Lubricants Co. LP..................... CLD B2 BB- 5.20 11/09/12 111,111 111,389 CDX Funding LLC............................... 2nd Lien NR NR 10.61 03/31/13 1,000,000 1,008,333 Coffeyville Resources LLC..................... LOC B2 B+ 8.36 12/01/11 162,162 163,277 Coffeyville Resources LLC..................... Tranche D B2 B+ 8.36 12/01/13 837,838 837,838 Dresser, Inc.................................. BTL-B B1 B 8.13 10/31/13 961,783 970,399 Epco Holdings, Inc............................ BTL-C Ba1 B+ 7.35-7.37 08/18/10 490,077 493,447 Exco Operating LP............................. 2nd Lien B2 NR 11.38-11.44 10/18/11 2,000,000 2,022,500 Helix Energy Solutions Group, Inc............. BTL-B B2 BB 7.35-7.64 05/05/13 997,485 1,001,137 Key Energy Services, Inc...................... BTL-C B3 NR 7.85-7.86 06/30/12 990,000 994,331 Targa Resources, Inc.......................... LOC B1 B+ 7.61 10/31/12 96,774 97,319 Targa Resources, Inc.......................... BTL-B B1 B+ 7.61-7.63 10/31/12 398,185 400,425 ----------- 8,460,508 ----------- Personal & Nondurable Consumer Products -- 1.1% American Achievement Corp..................... BTL-B B1 BB- 7.60-9.50 03/25/11 677,827 683,051 Bushnell Performance Optics................... BTL B2 B+ 8.36 08/19/11 493,902 497,401 Hillman Group, Inc............................ BTL-B B2 B 8.50 03/30/11 810,510 817,602 Spectrum Brands, Inc.......................... BTL-B B3 B- 8.60-8.63 02/06/12 461,700 463,803 ----------- 2,461,857 ----------- Personal, Goods & Misc. Services -- 1.3% Garden Fresh Restaurants Corp................. BTL B2 B 8.62 06/22/11 245,313 246,232 Reynolds American, Inc........................ BTL Ba2 BBB- 7.10-7.19 05/31/12 1,990,000 2,005,858 Stewart Enterprises, Inc...................... BTL-B Ba3 BB 7.12-7.33 11/19/11 400,237 400,738 Travelport, Inc............................... BTL B2 B+ 8.36 08/08/13 454,251 455,919 Travelport, Inc............................... LOC B2 B+ 8.36 08/08/13 44,611 44,775 ----------- 3,153,522 ----------- Personal Transportation -- 2.2% Continental Airlines, Inc..................... BTL-A1 B3 B 8.74 06/01/11 285,714 289,286 Continental Airlines, Inc..................... BTL-A2 B3 B 8.74 06/01/11 714,286 723,214 Delta Air Lines, Inc.(5)...................... BTL-C B3 B 12.87 03/27/08 1,500,000 1,544,732 United Airlines, Inc.......................... BTL B2 B+ 9.13 02/01/12 248,750 251,060 United Airlines, Inc.......................... BTL-B B2 B+ 9.12 02/01/12 1,741,250 1,757,419 US Airways Group, Inc......................... BTL B3 B 8.86 03/31/11 500,000 503,973 ----------- 5,069,684 ----------- Printing & Publishing -- 4.3% Affinity Group, Inc........................... BTL NR B+ 7.85 06/24/09 1,162,232 1,166,591 FSC Acquisition LLC........................... Delayed Draw B2 B 7.61 08/01/12 51,391 51,444 FSC Acquisition LLC........................... BTL B2 B 7.61-7.62 08/01/12 430,257 430,705 GateHouse Media Operating, Inc................ 1st Lien B1 B+ 7.60 12/06/13 1,957,895 1,963,606 Idearc, Inc................................... BTL-B Ba3 BB+ 7.35 10/30/13 2,000,000 2,012,438 New Publications, Inc......................... 2nd Lien B2 CCC+ 12.62 02/05/13 250,000 252,500 Primedia, Inc................................. BTL-B B2 B 7.60 09/30/13 1,087,114 1,085,302 R.H. Donnelly, Inc............................ BTL-D2 Baa1 BB 6.85-6.87 06/30/11 1,498,895 1,495,668 Riverdeep Interactive Learning USA, Inc....... BTL-B Ba3 B 8.10 12/20/13 1,000,000 1,007,292 Thomas Nelson Publishers...................... BTL-B B1 B 7.60-7.62 06/12/12 497,500 498,744 ----------- 9,964,290 ----------- 19 SunAmerica Senior Floating Rate Fund, Inc. PORTFOLIO OF INVESTMENTS -- December 31, 2006 -- (continued) Ratings/(1)/ ------------ Interest Maturity Principal Value Industry Description Type Moody's S&P Rate Date/(2)/ Amount (Note 2) - ---------------------------------------------------------------------------------------------------------------------- Retail Stores -- 4.8% Burlington Coat Factory......................... BTL-B B2 B 7.62% 05/28/13 $ 491,250 $ 485,485 CSK Automotive, Inc............................. BTL B1 B+ 8.38-8.44 06/30/12 1,000,000 1,013,125 Jean Coutu Group, Inc........................... BTL-B B3 BB- 7.94 07/30/11 1,345,340 1,349,604 Michaels Stores, Inc............................ BTL B2 B- 8.38 10/31/13 2,937,500 2,958,768 Neiman-Marcus Group, Inc........................ BTL B1 B+ 7.60 04/06/13 949,367 957,137 Petco Animal Supplies, Inc...................... BTL B2 B 8.10 10/25/13 500,000 503,063 Quality Stores, Inc. (Central Tractor)+#@(5)(6). BTL-B Caa2 NR 10.75 04/30/07 833,705 -- Sally Beauty.................................... BTL B2 B+ 7.87 11/01/13 997,500 1,003,022 Supervalu, Inc.................................. BTL-B Ba3 BB- 7.10 06/02/13 992,500 995,775 Toys R Us, Inc.................................. BTL-B B2 B 9.63 07/01/13 2,000,000 2,060,500 ------------ 11,326,479 ------------ Telecommunications -- 5.2% Centennial Communications Corp.................. BTL B2 B- 7.61-7.62 02/09/11 1,375,000 1,386,745 Cricket Communications, Inc..................... BTL-B B3 B 8.11 06/16/13 2,985,000 3,020,447 FairPoint Communications, Inc................... BTL B1 BB- 7.13 02/08/12 1,000,000 1,000,469 Hawaiian Telecom Communications, Inc............ BTL-B B1 B 7.62 10/31/12 993,333 992,092 Madison River Capital LLC....................... BTL-B1 B1 B+ 7.62 07/29/12 742,857 745,063 MetroPCS Wireless, Inc.......................... BTL-B B3 B 7.88 11/02/13 997,500 1,002,176 Ntelos, Inc..................................... 1st Lien B2 B 7.57 08/24/11 1,470,052 1,476,116 Paetec Communications, Inc...................... 2nd Lien B2 CCC+ 12.88 06/12/12 250,000 254,688 Paetec Communications, Inc...................... BTL-B B2 B 8.88 06/12/12 497,500 500,817 Sorenson Communications, Inc.................... 1st Lien B2 B 8.35-8.36 08/11/13 496,421 500,041 Syniverse Holding LLC........................... BTL-B Ba3 BB- 7.12 02/15/12 1,193,370 1,198,591 ------------ 12,077,245 ------------ Textiles & Leather -- 0.5% Globe Manufacturing Corp.+#@(5)(7).............. BTL-B Caa2 NR 11.00 07/16/06 837,014 -- Hanesbrands, Inc................................ BTL-B Ba3 BB- 7.60-7.69 08/23/13 926,071 935,969 William Carter Co............................... BTL-B Ba3 BB 6.85-6.88 07/14/12 345,032 344,816 ------------ 1,280,785 ------------ Utilities -- 3.3% Boston Generating LLC........................... 1st Lien B1 B+ 7.60 12/20/13 1,000,000 1,008,594 Calpine Corp.................................... 2nd Lien B2 B 9.36 12/22/08 500,000 507,500 Connacher....................................... BTL-B B1 BB- 8.61 10/20/13 1,000,000 1,003,750 La Paloma Generating Co......................... BTL B1 BB- 7.11 08/16/12 14,945 14,839 La Paloma Generating Co......................... LOC B1 BB- 7.10 08/16/12 32,787 32,555 La Paloma Generating Co......................... BTL-C B3 B 8.86 08/16/13 250,000 251,458 La Paloma Generating Co......................... BTL-B B1 BB- 7.11 08/16/12 187,651 186,322 NE Energy, Inc.................................. 2nd Lien B3 B- 9.88 04/01/14 250,000 254,063 NRG Energy, Inc................................. CLD Ba3 BB- 7.36 02/02/13 1,000,000 1,005,962 NRG Energy, Inc................................. BTL Ba3 BB- 7.36 02/02/13 871,762 877,336 Reliant Energy, Inc............................. LOC B2 B 5.22 12/01/13 428,571 432,214 Reliant Energy, Inc............................. BTL B2 B 7.73 12/01/13 571,429 576,286 TPF Generation Holdings LLC..................... 2nd Lien NR NR 9.62 02/15/13 1,500,000 1,524,375 ------------ 7,675,254 ------------ Total Loans (cost $219,568,485)................................................ 218,643,442 ------------ 20 SunAmerica Senior Floating Rate Fund, Inc. PORTFOLIO OF INVESTMENTS -- December 31, 2006 -- (continued) Principal Amount/ Value Industry Description Shares (Note 2) ---------------------------------------------------------------------------------------- CORPORATE BONDS -- 1.3% Broadcasting & Entertainment -- 0.4% Paxson Communications Corp. 11.62% due 01/15/13*(8)................................ $ 1,000,000 $ 1,012,500 ------------ Electronics -- 0.9% NXP BV 8.12% due 10/15/13*(8)................................. 2,000,000 2,030,000 ------------ Total Corporate Bonds (cost $2,982,745)................. 3,042,500 ------------ COMMON STOCK -- 0.1% Oil & Gas -- 0.0% Shaw Group, Inc.+....................................... 3,276 109,746 ------------ Telecommunications -- 0.1% Global Crossing, Ltd.+.................................. 175 4,296 SAVVIS Communications Corp.+............................ 6,313 225,437 ------------ 229,733 ------------ Total Common Stock (cost $177,154)...................... 339,479 ------------ Total Long-Term Investment Securities (cost $222,728,384) 222,025,421 ------------ SHORT-TERM INVESTMENT SECURITIES -- 5.6% Registered Investment Companies -- 5.6% SSgA Money Market Fund (cost $13,083,087)............... 13,083,087 13,083,087 ------------ TOTAL INVESTMENTS -- 100.6% (cost $235,811,471)(9).................................. 235,108,508 Liabilities in excess of other assets -- (0.6)%............. (1,507,566) ------------ NET ASSETS -- 100.0%........................................ $233,600,942 ============ - -------- BTL Bank Term Loan CND TLCanadian Term Loan LOC Letter of Credit FSRI First Securities Repurchase Increase CLD Credit Linked Deposit CLC Credit Linked Commitment NR Security is not rated. + Non-income producing security @ Illiquid security. At December 31, 2006, the aggregate value of these securities was $882,200, representing 0.4% of net assets. # Fair valued security; see Note 2 * Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. The Fund has no rights to demand registration of these securities. At December 31, 2006, the aggregate value of these securities was $3,042,500 representing 1.3% of net assets. Unless otherwise indicated, these securities are not considered to be illiquid. (1) Bank loans rated below Baa by Moody's Investor Service, Inc. or BBB by Standard & Poor's Group are considered below investment grade. Ratings are unaudited. Ratings provided are as of December 31, 2006. (2) Based on the stated maturity, the weighted average to maturity of the Loans held in the portfolio will be approximately 66 months. Loans in the Fund's portfolio are generally subject to mandatory and/or optional prepayment. Because of these mandatory prepayment conditions and because there may be significant economic incentives for a Borrower to prepay, prepayments may occur. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. (3) The Fund invests in Senior Loans which generally pay interest at rates which are periodically re-determined by reference to a base lending rate plus a premium. These base lending rates are generally either the lending rate offered by one or more major European banks, such as the London Inter-Bank Offer Rate ("LIBOR") or the prime rate offered by one or more major United States banks, or the certificate of deposit rate. Senior Loans are generally considered to be restrictive in that the Fund is ordinarily contractually obligated to receive approval from the Agent Bank and/or borrower prior to the disposition of a Senior Loan. (4) All loans in the portfolio were purchased through assignment agreements unless otherwise indicated. (5) Company has filed Chapter 11 bankruptcy protection. (6) Loan is in default and did not pay principal at maturity. Final outcome of Chapter 11 bankruptcy still to be determined. (7) Loan is in default of interest payments. (8) Floating rate security where the rate fluctuates. The rate moves up or down at each reset date. The rate reflected is as of December 31, 2006. (9) See Note 6 for cost of investments on a tax basis. (10) Loan was purchased through a participation agreement. (11) Loan is subject to an unfunded loan commitment. See Note 11 for details. See Notes to Financial Statements 21 SunAmerica Senior Floating Rate Fund, Inc. NOTES TO FINANCIAL STATEMENTS -- December 31, 2006 Note 1. Organization of the Fund The SunAmerica Senior Floating Rate Fund, Inc. (the "Fund"), is a non-diversified open-end management investment company. The Fund was organized as a Maryland corporation on March 6, 1998, and is registered under the Investment Company Act of 1940, as amended. The Fund is managed by AIG SunAmerica Asset Management Corp. (the "Adviser" or "AIG SunAmerica"), an indirect wholly-owned subsidiary of American International Group, Inc. ("AIG"). The Fund's investment goal and principal investment techniques are to provide as high a level of current income as is consistent with the preservation of capital by investing, under normal market conditions, at least 80% of its net assets plus any borrowings for investment purposes in senior secured floating rate loans and other institutionally traded senior secured floating rate debt obligations. The Fund may also purchase investment grade fixed income debt securities and money market instruments. Prior to October 4, 2006, the Fund operated as a closed-end investment management company. On October 4, 2006, the Fund converted from a closed-end investment management company to an open-end investment management company. Coincident with the conversion, the Class A shares were redesignated as Class Q shares and a new class of shares designated as Class A commenced offering. The Fund offers four classes of shares. Class A shares are offered at net asset value per share plus an initial sales charge. Additionally, purchases of Class A shares in excess of $1,000,000 will be purchased at net asset value but will be subject to a contingent deferred sales charge ("CDSC") on redemptions made within two years of purchase. Class B shares are offered for sale at net asset value without a front-end sales charge, although a declining CDSC charge may be imposed on redemptions made within four years of purchase. Class C shares are offered for sale at net asset value without a front-end sales charge, although a CDSC may be imposed on redemptions made within 12 months of purchase. Class D shares are offered for sale at net asset value without a front-end sales charge and no CDSC. Class Q shares are not currently offered for sale and are available only through a conversion of Class B shares eight years after purchase and Class C shares purchased before 1999, after ten years from purchase. The share classes differ in their respective distribution and service fees. All classes have equal rights to assets and voting privileges except as may otherwise be provided in the Fund's registration statement. Indemnifications: Under the Fund's 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 Fund's 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 (GAAP) 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: The Fund's investments in loan interests ("Loans") are valued in accordance with guidelines established by the Board of Directors. Under the Fund's current guidelines, Loans for which an active secondary market exists to a reliable degree will be valued at the mean of the last available bid and asked prices in the market for such Loans, as provided by a Board-approved loan pricing service. Loans for which an active secondary market does not exist to a reliable degree will be valued at fair value, which is intended to approximate market value. In valuing a Loan at fair value, the following factors will be considered, (a) the creditworthiness of the borrower and any intermediate participants, (b) the terms of the Loan, (c) recent prices in the market for similar Loans, if any, and (d) recent prices in the market for instruments of similar quality, rate, and period until the next interest rate reset and maturity. 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 22 SunAmerica Senior Floating Rate Fund, Inc. NOTES TO FINANCIAL STATEMENTS -- December 31 2006 -- (continued) 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. Non-convertible bonds and debentures, other long-term debt securities, and short-term debt securities with maturities in excess of 60 days, are valued at bid prices obtained for the day of valuation from a bond pricing service, when such prices are available. If a vendor quote is unavailable the securities may be priced at the mean of two independent quotes obtained from brokers. Securities for which market quotations are not readily available are valued as determined pursuant to procedures adopted in good faith by the Board of Directors. 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 60/th/ day, are amortized to maturity based on the value determined on the 61/st/ day. Securities for which market quotations are not readily available or if a development/significant event occurs that may significantly impact the value of the security, then these securities are valued, as determined pursuant to procedures adopted in good faith by the Board of Directors. The Senior Loans in which the Fund primarily invests are generally not listed on any exchange and the secondary market for those senior Loans is comparatively illiquid relative to markets for other fixed income securities. Consequently, obtaining valuations for those Loans may be more difficult than obtaining valuations for actively traded securities. Thus, the value upon disposition on any given Loan may differ from its current valuation. Repurchase Agreements: The Fund may enter into repurchase agreements. The Fund's 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, the 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, 2006, 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. For financial statement purposes, the Fund amortizes all premiums and accretes all discounts. Facility fees received, which were $54,390 for the period ended December 31, 2006, are accreted to income over the life of the Loans. Other income, including amendment fees, commitment fees, letter of credit fees, etc., which were $480,577 for the period ended December 31, 2006, are recorded as income when received or contractually due to the Fund. Net investment income, other than class specific expenses, and realized and unrealized gains and losses, are allocated daily to each class of shares based upon the relative net asset value of outstanding shares of each class of shares at the beginning of the day (after adjusting for the current capital share activity of the respective class). Interest earned on cash balances held at the custodian are shown as custody credits on the Statement of Operations. Dividends from net investment income are normally declared daily and paid monthly. Capital gain distributions, if any, are paid annually. The Fund records dividends and distributions to the shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts at fiscal year end based on their federal tax-basis treatment; temporary differences do not require reclassification. Net investment income/loss, net realized gain/loss, and net assets are not affected. The Fund intends to comply with the requirements of the Internal Revenue Code, as amended, applicable to regulated investment companies and distribute all of its taxable income, including any net realized gain on investments, to its shareholders. Therefore, no federal tax provision is required. 23 SunAmerica Senior Floating Rate Fund, Inc. NOTES TO FINANCIAL STATEMENTS -- December 31, 2006 -- (continued) 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 Fund's 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. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements, if any, has not yet been determined. 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, 2006, 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. Statement of Cash Flows: Information on financial transactions which have been settled through the receipt or disbursement of cash is presented in the Statement of Cash Flows. The cash amount shown in the Statement of Cash Flows is the amount included in the Fund's Statement of Assets and Liabilities and represents cash on hand at its custodian bank account, and does not include any short-term investments at December 31, 2006. Note 3. Capital Share Transactions The Fund has 1,000,000,000 of $.01 par value shares authorized that may be issued in five different classes. Transactions in shares of each class were as follows: For the period October 4, 2006**- December 31, 2006 ------------------------- - Shares Amount Class A# ---------- ------------ Shares sold................. 1,759,134 $ 16,531,338 Reinvested distributions.... 5,048 47,437 Shares redeemed............. (257,470) (2,418,681) ---------- ------------ Net increase (decrease).. 1,506,712 $ 14,160,094 ========== ============ For the For the year ended year ended December 31, 2006 December 31, 2005 ------------------------- ------------------------- Shares Amount Shares Amount Class B ---------- ------------ ---------- ------------ Shares sold................. 453,924 $ 4,269,518 254,487 $ 2,391,460 Reinvested distributions.... 118,659 1,116,260 84,193 791,345 Shares redeemed............. (501,412)* (4,716,044)* (581,114)@ (5,462,413)@ ---------- ------------ ---------- ------------ Net increase (decrease).. 71,171 $ 669,734 (242,434) $ (2,279,608) ========== ============ ========== ============ For the For the year ended year ended December 31, 2006 December 31, 2005 ------------------------- ------------------------- Shares Amount Shares Amount Class C ---------- ------------ ---------- ------------ Shares sold................. 6,565,881 $ 61,753,971 3,815,180 $ 35,893,397 Reinvested distributions.... 673,809 6,338,411 480,086 4,512,412 Shares redeemed............. (4,906,086) (46,157,931) (6,375,191) (59,926,283) ---------- ------------ ---------- ------------ Net increase (decrease).. 2,333,604 $ 21,934,451 (2,079,925) $(19,520,474) ========== ============ ========== ============ 24 SunAmerica Senior Floating Rate Fund, Inc. NOTES TO FINANCIAL STATEMENTS -- December 31, 2006 -- (continued) For the For the year ended year ended December 31, 2006 December 31, 2005 ------------------------ ------------------------ Shares Amount Shares Amount Class D ---------- ------------ ---------- ------------ Shares sold................. 819,357 $ 7,710,168 923,576 $ 8,679,305 Reinvested distributions.... 110,443 1,039,375 101,255 951,642 Shares redeemed............. (1,689,707) (15,879,854) (1,494,315) (14,065,813) ---------- ------------ ---------- ------------ Net increase (decrease).. (759,907) $ (7,130,311) (469,484) $ (4,434,866) ========== ============ ========== ============ For the For the year ended year ended December 31, 2006 December 31, 2005 ------------------------ ------------------------ Shares Amount Shares Amount Class Q# ---------- ------------ ---------- ------------ Shares sold................. 49,174* $ 462,208* 20,621@ $ 194,088@ Reinvested distributions.... 2,075 19,516 1,003 9,426 Shares redeemed............. (11,733) (110,650) (2,715) (25,453) ---------- ------------ ---------- ------------ Net increase (decrease).. 39,516 $ 371,074 18,909 $ 178,061 ========== ============ ========== ============ * Includes automatic conversion of 45,900 shares of Class B shares in the amount of $431,458 to 45,900 shares of Class Q shares in the amount of $431,458. @ Includes automatic conversion of 20,621 shares of Class B shares in the amount of $194,088 to 20,621 shares of Class Q shares in the amount of $194,088. ** Inception date of class. # Effective October 4, 2006, Class A shares were redesignated to Class Q shares and a new class of shares designated as Class A commenced offering. Prior to converting to an open-end investment company, in order to provide shareholders with liquidity and the ability to receive net asset value on a disposition of shares, the Fund made monthly offers to repurchase a percentage (generally up to 10%) of outstanding shares at net asset value subject to any applicable Early Withdrawal Charge. Shareholders were sent a Notification of Repurchase Offer seven to fourteen days before each monthly repurchase offer. During the period from January 1, 2006 through October 3, 2006, the Fund made nine Repurchase Offers and redeemed the amounts shown in the table below. Amount Tendered Amount Tendered --------------------- ------------------ Shares Amount Shares Amount --------- ----------- ------- ---------- January. 544,880 $ 5,127,272 July..... 430,282 $4,036,044 February 482,301 4,548,038 August... 564,148 5,297,352 March... 590,069 5,576,080 September 530,020 4,976,890 April... 457,271 4,321,214 May..... 530,129 4,988,532 June.... 1,305,272 12,256,658 Note 4. Purchases and Sales of Securities During the period ended December 31, 2006, the Fund's cost of purchases of Loans and proceeds from Loan sales were $145,632,830 and $126,956,702, respectively. Note 5. Investment Advisory Agreement and Other Transactions with Affiliates The Fund has entered into an Investment Advisory and Management Agreement (the "Advisory Agreement") with AIG SunAmerica. Pursuant to the Advisory Agreement, AIG SunAmerica provides continuous supervision of the Fund and administers its corporate affairs, subject to the general review and oversight of the Board. In connection therewith, AIG SunAmerica furnishes the Fund with office facilities, maintains certain of the Fund's books and records and pays the salaries and expenses of all personnel, including officers of the Fund who are employees of AIG SunAmerica and its affiliates. AIG SunAmerica also selects, contracts with and compensates the subadviser to manage the Fund's assets. The Fund will pay AIG SunAmerica a monthly advisory fee at the following annual rates, based on the average daily net assets of the Fund: 0.85% on the first $1 billion; 0.80% on the next $1 billion; and 0.75% thereafter. AIG Global Investment Corp. ("AIGGIC") acts as subadviser to the Fund pursuant to a Subadvisory Agreement with AIG SunAmerica. AIGGIC is an indirect wholly-owned subsidiary of AIG and is an affiliate of AIG SunAmerica. Under the Subadvisory Agreement, AIGGIC manages the investment and reinvestment of the Fund's assets. As compensation for its services as subadviser, AIGGIC is entitled to receive from AIG SunAmerica a monthly fee payable at the following annual rates: 0.25% for the first $1 billion of average daily net assets; and 0.20% for average daily net assets of more than $1 billion. The fee paid to the subadviser is paid by AIG SunAmerica and not the Fund. 25 SunAmerica Senior Floating Rate Fund, Inc. NOTES TO FINANCIAL STATEMENTS -- December 31, 2006 -- (continued) Pursuant to the Administrative Services Agreement (the "Administrative Agreement") AIG SunAmerica acts as the Fund's administrator and is responsible for providing and supervising the performance by others, of administrative services in connection with the operations of the Fund, subject to supervision by the Fund's Board of Directors. For its services, AIG SunAmerica receives an annual fee equal to 0.40% of average daily net assets of the Fund. For the period ended December 31, 2006, AIG SunAmerica accrued administration fees in the amount of $843,296. The Fund has entered into a Distribution Agreement with AIG SunAmerica Capital Services, Inc. ("AIG SACS" or the "Distributor"), an affiliate of AIG SunAmerica. The Fund, on behalf of each Class, except Class D, has adopted a plan of distribution pursuant to Rule 12b-1 under the 1940 Act (each a "Plan" and collectively, the "Plans"). Hereinafter referred to as the "Class A Plan," "Class B Plan," "Class C Plan," and "Class Q Plan." In adopting the Plans, the Board determined that there was a reasonable likelihood that each such Plan would benefit the Fund and the shareholders of the respective class. The sales charge and distribution fees of a particular class will not be used to subsidize the sale of shares of any other class. The Class A, Class B and Class C Plans provide that the Fund, on behalf of the respective classes, shall pay the Distributor a distribution fee at an annual rate of 0.10% of average daily net assets of Class A shares and 0.50% of average daily net assets of Class B and C shares, to compensate the Distributor and certain securities firms for providing sales and promotional activities for distributing that class of shares. The distribution costs for which the Distributor may be compensated for include fees paid to broker-dealers that have sold Fund shares, commissions and other expenses such as those incurred for sales literature, prospectus printing and distribution and compensation to wholesalers. It is possible that in any given year the amount paid to the distributor under the Class A, Class B and Class C Plans may exceed the Distributor's distribution costs as described above. The Plans also provide that Class A, Class B, Class C and Class Q shares of the Fund shall pay the Distributor an account maintenance fee of 0.25% of the average daily net assets of such class of shares to compensate the Distributor and securities firms for account maintenance activities. For the period ended December 31, 2006 AIG SACS received sales charges on Class A shares of $15,510, of which $3,850 was reallowed to affiliated broker-dealers and $5,695 to non-affiliated broker-dealers. In addition, AIG SACS receives the proceeds of early withdrawal charges paid by investors in connection with certain redemptions of Class B and Class C shares. For the period ended December 31, 2006, AIG SACS received early withdrawal charges of $73,722. For the period ended December 31, 2006 AIG SACS voluntarily waived fees for the following classes: Class A $2,114, Class B $64,341, Class C $407,466, and Class Q $225. The fee waiver and expense reimbursement will continue indefinitely but may be terminated at any time. The Fund has entered into a Service Agreement with AIG SunAmerica Fund Services, Inc. ("AIG SAFS"), an indirect wholly-owned subsidiary of AIG SunAmerica. Under the Service Agreement, SAFS performs certain shareholder account functions by assisting the Fund's transfer agent in connection with the services that it offers to the shareholders of the Fund. The Service Agreement, which permits the Fund to compensate AIG SAFS for services rendered based upon an annual rate of 0.22% of average daily net assets, is approved annually by the Board of Directors. For the period ended December 31, 2006, the Fund incurred the following expenses, which are included in the transfer agent fees and expenses payable on the Statement of Assets and Liabilities and in transfer agent fees and expenses in the Statement of Operations to compensate AIG SAFS pursuant to the terms of the Service Agreement. Payable at Expense December 31, 2006 ------- ----------------- Class A+...................... $ 2,958 $ 1,965 Class B....................... 13,677 4,812 Class C....................... 90,594 32,545 Class D....................... 8,849 3,000 Class Q+...................... 322 136 - -------- + Effective October 4, 2006, Class A shares were redesignated to Class Q shares and a new class of shares designated as Class A commenced offering. AIG SunAmerica contractually agreed to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's annual operating expenses at 1.45% for Class A, and 1.75% for Class B and Class C of average daily net assets. The expense reimbursements and fee waivers will continue indefinitely, subject to termination by the Directors, including a majority of the Independent Directors. AIG SunAmerica voluntarily agreed to waive fees or 26 SunAmerica Senior Floating Rate Fund, Inc. NOTES TO FINANCIAL STATEMENTS -- December 31, 2006 -- (continued) reimburse expenses, if necessary, at or below 1.45% for Class Q and 1.25% for Class D of average daily net assets. The expense waiver and fee reimbursement will continue indefinitely but may be terminated at any time. For the period ended December 31, 2006, AIG SunAmerica waived fees and reimbursed expenses as follows: Class A $22,177, Class B $114,858, Class C $636,728, Class D $96,176, and Class Q $11,138. 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 differ from the amounts reflected in the Statement of Assets and Liabilities by temporary book/tax differences primarily arising from wash sales, retirement pension expense, dividends payable and treatment of defaulted securities. Distributable Earnings Tax Distributions - ---------------------------------------- ------------------------------------------------------------------------- For the year ended December 31, 2006 For the year ended December 31, 2006 For the year ended December 31, 2005 - ---------------------------------------- ------------------------------------ ------------------------------------ Long-term Gains/ Unrealized Long-term Long-term Ordinary Capital Loss Appreciation Ordinary Capital Ordinary Capital Income Carryover (Depreciation) Income Gains Income Gains - -------- ---------------- -------------- ----------- --------- ---------- --------- $2,886 $(27,384,177) $(703,790) $13,291,502 $ -- $9,746,310 $ -- Capital Loss Carryforwards. At December 31, 2006 capital loss carryforwards available to offset future recognized gains were $27,384,177, with $16,694 expiring in 2007, $1,179,134 expiring in 2008, $9,997,029 expiring in 2009, $7,736,363 expiring in 2010, $4,956,144 expiring in 2011, and $3,498,813 expiring in 2012. During the year ending December 31, 2006, the Senior Floating Rate Fund utilized $312,979 of capital loss carry forwards to offset current year capital gains. Under the current tax law, capital losses related to securities and foreign currency realized after October 31 and prior to the Fund's fiscal year end may be deferred as occurring on the first day of the following year. For the fiscal year ended December 31, 2006, the Fund elected to defer $7,366 of Post-October Capital Losses. Unrealized appreciation and depreciation in the value of investments at December 31, 2006 for federal income tax purposes were as follows: Cost (tax basis)............................................ $235,812,298 ============ Gross unrealized appreciation............................... $ 1,565,401 Gross unrealized depreciation............................... (2,269,191) ------------ Net unrealized depreciation................................. $ (703,790) ============ Note 7. Director Retirement Plan The Directors of the Corporation have adopted the AIG SunAmerica Disinterested Trustees' and Directors' Retirement Plan (the "Retirement Plan") effective January 1, 1993 for the unaffiliated Directors. The Retirement Plan provides generally that an unaffiliated Director may become a participant ("Participant") in the Retirement Plan if he or she has at least 10 years of consecutive service as a Disinterested Director of any of the adopting AIG SunAmerica mutual funds (the "Adopting Funds") or has attained the age of 60 while a Director and completed five (5) consecutive years of service as a Director of any Adopting Fund (an "Eligible Director"). Pursuant to the Retirement Plan, an Eligible Director may receive benefits upon (i) his or her death or disability while a Director or (ii) the termination of his or her tenure as a Director, other than removal for cause from each of the Adopting Funds with respect to which he or she is an Eligible Director. As of each of the first 10 birthdays after becoming a Participant and on which he or she is both a Director and Participant, each Eligible Director will be credited with an amount equal to 50% of his or her regular fees (excluding committee fees) for services as a Disinterested Director of each Adopting Fund for the calendar year in which such birthday occurs. In addition, an amount equal to 8.50% of any amounts credited under the preceding statement during prior years is added to each Eligible Director's account. The rights of any Participant to benefits under the Retirement Plan shall be an unsecured claim against the assets of the Adopting Funds. An Eligible Director may receive any benefits payable under the Retirement Plan, at his or her election, either in one lump sum or in up to 15 annual installments. Any undistributed amounts shall continue to accrue interest at 8.50%. As of December 31, 2006, the Fund had accrued $16,343 for the Retirement Plan, which is included in Directors' fees and expenses line on the Statement of Assets and Liabilities and for the period ended December 31, 2006, expensed $4,599 for the Retirement Plan, which is included in Directors' fees and expenses line on the Statement of Operations. 27 SunAmerica Senior Floating Rate Fund, Inc. NOTES TO FINANCIAL STATEMENTS -- December 31, 2006 -- (continued) Note 8. Line of Credit The AIG SunAmerica Family of Mutual Funds has established $75 million committed and $50 million uncommitted lines of credit with State Street Bank & Trust Company, the Fund's custodian. Interest is currently payable at the Federal Funds rate plus 50 basis points on the committed line and State Street's discretionary bid rate on the uncommitted line of credit. There is also a commitment fee of 10 basis points per annum on the daily unused portion of the $75 million committed line of credit, which is included in other expenses on the Statement of Operations. Borrowings under the line of credit will commence when the Fund's cash shortfall exceeds $100,000. The committed and uncommitted lines of credit were not used during the period from October 4, 2006, through December 31, 2006. From January 1, 2006 through October 3, 2006, the Fund had an agreement with State Street Bank & Trust Company that provided a $20,000,000 committed unsecured Line of Credit to the Fund to be used for overdraft protection. Interest was payable at the Federal Funds rate plus 50 basis points. There was also a commitment fee of 10 basis points per annum on the daily unused portion of the line of credit. For the period January 1, 2006, through October 3, 2006, the Fund had borrowings outstanding for 13 days under the line of credit and incurred $4,107 in interest charges related to these borrowings. The Fund's average amount of debt under the line of credit for the days utilized was $1,965,321 at a weighted average interest rate of 5.66%. At December 31, 2006, there were no borrowings outstanding. Note 9. Interfund Lending Agreement Pursuant to the exemptive relief granted by the Securities and Exchange Commission (the "SEC"), the Fund is permitted to participate in an interfund lending program among investment companies advised by AIG SunAmerica or an affiliate. The interfund lending program allows the participating funds to borrow money from and lend money to each other for temporary or emergency purposes. An interfund loan will be made under this facility only if the participating funds receive a more favorable interest rate than would otherwise be available from a typical bank for a comparable transaction. For the period ended December 31, 2006, the Fund did not participate in this program. Note 10. Investment Concentration The Fund invests primarily in participations and assignments, or acts as a party to the primary lending syndicate of a Variable Rate Senior Loan interest to United States corporations, partnerships, and other entities. If the lead lender in a typical lending syndicate becomes insolvent, enters receivership or, if not FDIC insured, enters into bankruptcy, the Fund may incur certain costs and delays in receiving payment, or may suffer a loss of principal and/or interest. When the Fund purchases a participation of a Senior Loan interest, the Fund typically enters into a contractual agreement with the lender or other third party selling the participation but not with the borrower directly. As such, the Fund assumes the credit risk of the Borrower, Selling Participant or other persons positioned between the Fund and the Borrower. Note 11. Unfunded Loan Commitments On December 31, 2006, the Fund had the following unfunded loan commitments which could be extended at the option of the Borrower: Maturity Name Type Date Amount - ---- ---------------------- -------- -------- Persona Communication, Inc.............. Delayed Draw Term Loan 10/12/13 $ 95,750 Trump Entertainment Resorts Holdings LP. Delayed Draw Term Loan 05/20/12 493,747 WMG Acquisition Corp.................... Revolver 02/28/10 492,000 28 SunAmerica Senior Floating Rate Fund, Inc. NOTES TO FINANCIAL STATEMENTS -- December 31, 2006 -- (continued) Note 12. Other Information On February 9, 2006, AIG, the parent company and an affiliated person of AIG SunAmerica, AIG SACS, and AIGGIC, announced that it had consented to the settlement of an injunctive action instituted by the SEC. In its complaint, the SEC alleged that AIG violated Section 17(a) of the Securities Act of 1933, as amended, Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Securities Exchange Act of 1934, as amended, and Rules 10b-5, 12b-20, 13a-1 and 13b2-1 promulgated thereunder, in connection with AIG's accounting and public reporting practices. The conduct described in the complaint did not involve any conduct of AIG or its subsidiaries related to their investment advisory or distribution activities with respect to the assets of the Fund. AIG, without admitting or denying the allegations in the complaint (except as to jurisdiction), consented to the entry of an injunction against further violations of the statutes referred to above. Absent exemptive relief granted by the SEC, the entry of such an injunction would prohibit AIG and its affiliated persons from, among other things, serving as an investment adviser of any registered investment management company or principal underwriter for any registered open-end investment company pursuant to Section 9(a) of the 1940 Act. Certain affiliated persons of AIG, including the Adviser, received a temporary order from the SEC pursuant to Section 9(c) of the 1940 Act with respect to the entry of the injunction, granting exemptive relief from the provisions of Section 9(a) of the 1940 Act. The temporary order permits AIG and its affiliated persons, including AIG's investment management subsidiaries, to serve as investment adviser, sub-adviser, principal underwriter or sponsor of the Fund. The Adviser expects that a permanent exemptive order will be granted, although there is no assurance the SEC will issue the order. Additionally, AIG and its subsidiaries reached a resolution of claims and matters under investigation with the United States Department of Justice ("DOJ"), the Attorney General of the State of New York ("NYAG") and the New York State Department of Insurance ("DOI"), regarding accounting, financial reporting and insurance brokerage practices of AIG and its subsidiaries, as well as claims relating to the underpayment of certain workers compensation premium taxes and other assessments. As a result of the settlements with the SEC, the DOJ, the NYAG and the DOI, AIG will make payments totaling approximately $1.64 billion. In addition, as part of its settlements, AIG has agreed to retain for a period of three years an Independent Consultant who will conduct a review that will include the adequacy of AIG's internal controls over financial reporting and the remediation plan that AIG has implemented as a result of its own internal review. Subject to receipt of permanent relief, the Adviser, Distributor and AIGGIC believe that the settlements are not likely to have a material adverse effect on their ability to perform their respective investment advisory or distribution services relating to the Fund. 29 SunAmerica Senior Floating Rate Fund, Inc. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of SunAmerica Senior Floating Rate Fund, Inc.: In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations, of changes in net assets and of cash flows and the financial highlights present fairly, in all material respects, the financial position of SunAmerica Senior Floating Rate Fund, Inc. (the "Fund") at December 31, 2006, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2006 by correspondence with the custodian, brokers and selling or agent banks, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Houston, TX February 20, 2007 30 SunAmerica Senior Floating Rate Fund, Inc. APPROVAL OF THE INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT AND SUBADVISORY AGREEMENT -- December 31, 2006 -- (unaudited) The Board, including the Directors that are not interested persons of the Fund AIG SunAmerica or AIGGIC, within the meaning of the 1940 Act, (the "Disinterested Trustees"), approved the continuation of the Advisory Agreement for a one-year period ending August 31, 2007, at a meeting held on August 29, 2006. At this same meeting, the Board also approved the continuation of the Subadvisory Agreement between AIG SunAmerica and AIGGIC with respect to the Fund for a one-year period ending August 31, 2007. In accordance with Section 15(c) of the 1940 Act, the Board requested and the Adviser provided materials relating to the Board's consideration of whether to approve the continuation of the Advisory Agreement and Subadvisory Agreement. In determining whether to approve the continuation of the Advisory Agreement and Subadvisory Agreement, the Board, including the Disinterested Directors, considered the following information: Nature, Extent and Quality of Services Provided by the Adviser and Subadviser The Board, including the Disinterested Directors, considered the nature, quality and extent of services to be provided by AIG SunAmerica and AIGGIC. The Board noted that the services include acting as investment manager and adviser to the Fund, managing the daily business affairs of the Fund, and obtaining and evaluating economic, statistical and financial information to formulate and implement investment policies. Additionally, the Board observed that AIG SunAmerica provides office space, accounting, legal, compliance, clerical and administrative services (exclusive of, and in addition to, overseeing any such service provided by any others retained by the Fund, including the Subadviser), and has authorized any of its officers and employees, if elected, to serve as officers or directors of the Fund without compensation. Finally, the Board noted that AIG SunAmerica is responsible for monitoring and reviewing the activities of affiliated and unaffiliated third-party service providers, including the Subadviser. In connection with the services provided by AIG SunAmerica, the Board analyzed the structure and duties of AIG SunAmerica's fund administration, accounting, legal and compliance departments and concluded that they were adequate to meet the needs of the Fund. The Board further noted that AIG SunAmerica provides and compensates a Chief Compliance Officer for the Fund and reviewed information concerning AIG SunAmerica's compliance staff. The Board also reviewed the personnel responsible for providing advisory services to the Fund, and the level and process of monitoring the portfolio managers, and concluded, based on their experience and interaction with the Adviser, that (i) the Adviser was able to retain quality portfolio managers and other personnel; (ii) the Adviser exhibited a high level of diligence and attention to detail in carrying out its advisory responsibilities under the Advisory Agreement; (iii) the Adviser was responsive to requests of the Board; and (iv) the Adviser had kept the Board apprised of developments relating to the Fund and the industry in general. The Board concluded that the nature and extent of services provided under the Advisory Agreement were reasonable and appropriate in relation to the management fee and that the quality of services continues to be high. The Board also considered AIG SunAmerica's reputation and long-standing relationship with the Fund and considered the benefit to shareholders of investing in a fund that is part of a family of funds offering a variety of types of mutual fund and shareholder services. The Board considered AIG SunAmerica's experience in providing management and investment advisory and administrative services to advisory clients, including approximately 154 registered mutual funds and the fact that as of June 30, 2006 AIG SunAmerica managed, advised an/or administered approximately $48.6 billion of assets. With respect to the subadvisory services provided by AIGGIC, the Board also considered the nature, quality and extent of services provided by AIGGIC. The Board observed that AIGGIC is responsible for providing investment management services, including investment research, advice and supervision, and determining which securities will be purchased or sold by the Fund. The Board reviewed AIGGIC's history, structure, size, visibility and resources, which are needed to attract and retain highly qualified investment professionals. The Board reviewed the personnel responsible for providing subadvisory services to the Fund and concluded, based on their experience with AIGGIC, that (i) AIGGIC was able to retain high quality portfolio managers and other investment personnel; (ii) AIGGIC exhibited a high level of diligence and attention to detail in carrying out its responsibilities under the Subadvisory Agreement; and (iii) AIGGIC was responsive to requests of the Board and of AIG SunAmerica. With respect to the administrative services provided by AIGGIC, the Board considered that AIGGIC provides general marketing assistance and has developed internal policies and procedures for monitoring compliance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund's prospectus. The Board concluded that the nature and extent of services provided by AIGGIC under the Subadvisory Agreement were reasonable and appropriate in relation to the subadvisory fee and that the quality of services continues to be high. 31 SunAmerica Senior Floating Rate Fund, Inc. APPROVAL OF THE INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT AND SUBADVISORY AGREEMENT -- December 31, 2006 -- (unaudited) (continued) The Board also considered AIG SunAmerica's and AIGGIC's compliance and regulatory history, and noted that neither AIG SunAmerica nor AIGGIC had been the target of any regulatory actions or investigations that could potentially affect its ability to provide investment management and advisory services to the Fund. Investment Performance of the Fund and the Adviser and Subadviser The Board also reviewed and considered the performance of the Fund. In preparation for the August 29, 2006 meeting, the Board was provided with reports independently prepared by Lipper, Inc. ("Lipper"). In connection with its review, the Board received and reviewed information regarding the investment performance of the Fund as compared to the Fund's peer group ("Peer Group") and peer universe ("Peer Universe"), as determined by Lipper, and to an appropriate index or combination of indices. The Board reviewed the Fund's performance as a whole, in light of certain economic, market and other factors, and also reviewed the Fund's performance compared to its Peer Group and Peer Universe. The Board also noted that it regularly reviews the performance of the Fund periodically throughout the year. Based on the Lipper reports, the Board reviewed the Fund's annualized total return, as applicable, for the prior one-, two-, three-, four- and five- year periods ended June 30, 2006, as well as since the Fund's inception. In considering the performance of AIGGIC, the Board noted that while the Fund's performance ranked in the fourth quintile of its Peer Universe for the one-year period and the fifth quintile for the three- and five-year periods ending June 30, 2006, the Fund had provided good long-term performance and ranked in the third-quintile of its Peer Universe since its inception. In considering AIG SunAmerica's performance as investment adviser, the Board was provided with a presentation that compared the present and historical staffing levels and annual budget of the Investments Department. In considering the performance of AIG SunAmerica and AIGGIC, the Board did not rely upon comparisons of AIG SunAmerica's or AIGGIC's performance with respect to its other advisory clients. Consideration of the Management Fee and Subadvisory Fee and the Cost of the Services and Profits Realized by the Investment Adviser, Subadviser and their Affiliates from the Relationship with the Fund The Board, including the Disinterested Directors, received and reviewed information regarding the fees paid by the Fund to AIG SunAmerica for investment advisory and management services and the fees paid by AIG SunAmerica to AIGGIC pursuant to the Subadvisory Agreements. The Board examined this information in order to determine the reasonableness of the fees in light of the nature and quality of services provided and any potential additional benefits received by AIG SunAmerica, the Subadviser or their affiliates in connection with providing such services to the Fund. To assist in analyzing the reasonableness of the fees, the Board received reports prepared independently by Lipper. The reports showed comparative fee information of the Fund's Peer Group and Peer Universe, including rankings within the categories. In considering the reasonableness of the management fee and subadviser fee, the Board reviewed a number of expense comparisons, including: (i) contractual advisory and subadvisory fees; and (ii) actual total operating expenses. The Board also received information on fees charged by the Subadviser for management of funds similar to the Fund. This information assisted the Board in considering what other clients pay AIGGIC for similar services. The Board did not rely upon comparisons of the fees earned by AIG SunAmerica with respect to other investment advisory contracts. The Board also considered the contractual expense cap proposed by the Adviser in connection with the new Class A shares that would commence offering in connection with the Fund's conversion to an open-end fund as well as comparative information presented by AIG SunAmerica regarding the net expense ratios of Class A shares other funds that have a similar investment technique. In considering the Fund's total operating expenses, the Board analyzed the level of fee waivers and expense reimbursements and the net expense caps contractually agreed upon by AIG SunAmerica with respect to certain classes of the Fund. The Board compared the Fund's net expense ratios to those of other funds within the Fund's Peer Group and Peer Universe as a guide to help assess the reasonableness of the Fund's management fee. The Board acknowledged that it was difficult to make precise comparisons with other funds in the Peer Group since the exact nature of services provided under the Peer Group's fund agreements is often not apparent. The Board noted that the Peer Group fee information as a whole was useful in assessing whether the Adviser was providing services at a cost that was competitive with other, similar funds. The Board also took into account that the management fee arrangement for the Fund included breakpoints that will adjust the fee downward as the size of Fund increases, thereby allowing the shareholders to participate in economies of scale. In considering the subadvisory fee, the Board, including the Disinterested Directors, considered that the Fund pays a fee to AIG SunAmerica pursuant to the Advisory Agreement, and that, in turn, AIG SunAmerica and not the Fund, pays a fee to AIGGIC. Therefore, the Board considered the amount of the advisory fee retained by AIG SunAmerica and the fee paid 32 SunAmerica Senior Floating Rate Fund, Inc. APPROVAL OF THE INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT AND SUBADVISORY AGREEMENT -- December 31, 2006 -- (unaudited) (continued) to AIGGIC in connection with the services provided. The Board also considered that the Subadvisory Agreement contained breakpoints in the fee schedule that would adjust the subadvisory fee downward if the Fund increased its assets to certain levels. The Board noted that such breakpoints would not directly benefit the shareholders, but would result in AIG SunAmerica retaining a larger portion of the advisory fee. The Board also considered AIG SunAmerica's profitability and the benefits AIG SunAmerica and its affiliates received from its relationship with the Fund. The Board reviewed financial statements relating to AIG SunAmerica's profitability and financial condition with respect to the services it provided the Fund and considered how profit margins could affect AIG SunAmerica's ability to attract and retain high quality investment professionals. The Board was also provided with a profitability analysis that detailed the revenues earned and the expenses incurred on a fund by fund basis by AIG SunAmerica and its affiliates in providing services to the Fund. Based on this information, the Board considered the revenues received by AIG SunAmerica under the Advisory Agreement and the Administrative Agreement. The Board also considered revenues received by AIG SunAmerica's affiliates under the Distribution Plans, Service Agreements, and Administrative and Shareholder Service Agreements. Additionally, the Board reviewed AIGGIC's financial statements and considered whether AIGGIC had the financial resources necessary to attract and retain high quality investment management personnel, continue to perform its obligations under the Subadvisory Agreement and to continue to provide the high quality of services that it had provided the Fund to date. With respect to indirect costs and benefits, the Board considered that (1) any indirect costs incurred by AIG SunAmerica in connection with rendering investment advisory services to the Fund are inconsequential based on management's judgment on the analysis of the adequacy of the advisory fees, and (2) any collateral benefits derived as a result of providing advisory services to the Fund are de minimis according to management and do not impact upon the reasonableness of the advisory fee. The Board did, however, consider the reputational value to AIG SunAmerica from serving as investment adviser. The Board concluded that AIG SunAmerica had the financial resources necessary to perform its obligations under the Advisory Agreement and to continue to provide the high quality of services that it had provided the Fund to date and that the profitability of the Adviser and its affiliates as a result of their relationships with the Fund was reasonable. The Board also concluded that the level of the management fee and subadvisory fee was reasonable in light of the factors discussed above. Economies of Scale The Board, including the Disinterested Directors, considered whether the Fund has benefited from economies of scale and whether there is potential for future realization of economies with respect to the Fund. The Board considered that the funds in the AIG SunAmerica complex share common resources and as a result, an increase in the overall size of the complex could permit each fund to incur lower expenses than they otherwise would achieve as stand-alone entities. The Board also considered the anticipated efficiencies in the processes of AIG SunAmerica as it adds labor and capital to expand the scale of operations. The Board also discussed with AIG SunAmerica whether economies of scale would be realized by it in its management of the Fund at higher asset levels. The Board determined that they were unable to assess at this time whether economies of scale would be realized if the Fund were to experience significant asset growth, however, the Board noted that the management fee included breakpoints and that none of the breakpoint levels had yet to be reached. The Board concluded that the management fee structure was reasonable and that no changes were currently necessary to further reflect economies of scale. The Board noted that it will continue to review fees, including current breakpoint levels and whether changes in the contractual expense caps or breakpoint levels would be appropriate in the future due to an increase in asset size or otherwise. Conclusion After a full and complete discussion, the Board approved the continuation of the Advisory Agreement for the Fund, and the Subadvisory Agreement with respect to the Fund, for a one-year period ending August 31, 2007. Based upon their evaluation of all these factors in their totality, the Board, including the Disinterested Directors, was satisfied that the terms of the Advisory Agreement and Subadvisory Agreement were fair and reasonable and in the best interests of the Fund and the Fund's shareholders. In arriving at a decision to approve the continuation of the Advisory Agreement and Subadvisory Agreement, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together. The Disinterested Directors were also assisted by the advice of independent counsel in making this determination. 33 SunAmerica Senior Floating Rate Fund, Inc. DIRECTORS AND OFFICERS INFORMATION -- December 31, 2006 -- (unaudited) The following table contains basic information regarding the Directors and Officers that oversee operations of the Fund and other investment companies within the Fund complex. Number of Position Term of Funds in Name, Held With Office and Fund Complex Address and SunAmerica Length of Principal Occupations Overseen by Other Directorships Date of Birth* Complex Time Served(4) During Past 5 Years Director(1) Held by Director(2) - ----------------------- ---------- -------------- ----------------------------- ------------ ------------------------------- Disinterested Directors Dr. Judith L. Craven Director 2000- Retired. 90 Director, Belo Corporation DOB: October 6, 1945 present (1992 to present); Director, Sysco Corporation (1996 to present); Director, Luby's Inc. (1998 to present); Director, University of Texas Board of Regents (2001-Present). William F. Devin Director 1998- Retired. 90 Director, Boston Options DOB: December 30, 1938 present Exchange (1985-Present). Samuel M. Eisenstat Chairman 2001- Attorney, solo practitioner. 52 Director of North European DOB: March 7, 1940 of the present Oil Royalty Trust. Board Stephen J. Gutman Director 2001- Senior Associate, Corcoran 52 None DOB: May 10, 1943 present Group (Real Estate) (October 2003 to present); President and Member of Managing Directors, Beau Brummell -- Soho, LLC (Licensing of menswear specialty retailing and other activities) (June 1988 to present). William J. Shea Director 2004- President and CEO, 52 Director, Boston Private DOB: February 9, 1948 present Conseco, Inc. (Financial Financial Holdings (October Services) (2001 to 2004); 2004 to present). Chairman of the Board of Centennial Technologies, Inc. (1998 to 2001). Interested Director Peter A. Harbeck(3) Director 2001- President, CEO and Director, 99 None DOB: January 23, 1954 present AIG SunAmerica (August 1995 to present); Director, AIG SACS (August 1993 to present); President and CEO, AIG AdvisorGroup, Inc. (June 2004 to present). 34 SunAmerica Senior Floating Rate Fund, Inc. DIRECTORS AND OFFICERS INFORMATION -- December 31, 2006 -- (unaudited) (continued) Number of Position Held Term of Funds in Name, With Office and Fund Complex Address and SunAmerica Length of Principal Occupations Overseen by Other Directorships Date of Birth* Complex Time Served(4) During Past 5 Years Director(1) Held by Director(2) - ---------------------- ------------- -------------- ----------------------------- ------------ ------------------- Officers Vincent M. Marra President 2004- Senior Vice President, AIG N/A N/A DOB: May 28, 1950 present SunAmerica (February 2003 to Present); Chief Administrative Officer, Chief Operating Officer and Chief Financial Officer, Carret & Co., LLC (June 2002 to February 2003); President and Chief Operating Officer, Bowne Digital Solutions (1999 to May 2002). Donna M. Handel Treasurer 2002- Senior Vice President, AIG N/A N/A DOB: June 25, 1966 present SunAmerica (December 2004-Present); Assistant Treasurer (2001 to 2002); Vice President, AIG SunAmerica (August 1997 to December 2004). Gregory N. Bressler Secretary September Senior Vice President and N/A N/A DOB: November 17, 1966 and Chief 2005 to General Counsel, AIG Legal Present SunAmerica (June 2005 to Officer Present); Vice President and Director of U.S. Asset Management Compliance, Goldman Sachs Asset Management, L.P. (June 2004 to June 2005); Deputy General Counsel, Credit Suisse Asset Management, LLC. (June 2002-June 2004); and Counsel, Credit Suisse Asset Management, LLC (January 2000-June 2002). James Nichols Vice 2006 to Director, President and CEO, N/A N/A DOB: April 7, 1966 President Present AIG SACS (July 2006 to Present); Senior Vice President, AIG SACS (March 2002 to July 2006); Vice President, AIG SunAmerica (1995 to March 2002) Cynthia Gibbons Vice 2002- Vice President, AIG N/A N/A DOB: December 6, 1967 President present SunAmerica (August 2002- and Chief Present); Securities Compliance Compliance Manager, Officer ) American General Investment Management (June 2000 - August 2002). 35 SunAmerica Senior Floating Rate Fund, Inc. DIRECTORS AND OFFICERS INFORMATION -- December 31, 2006 -- (unaudited) (continued) Number of Position Held Term of Funds in Name, With Office and Fund Complex Address and SunAmerica Length of Principal Occupations Overseen by Other Directorships Date of Birth* Complex Time Served(4) During Past 5 Years Director(1) Held by Director(2) - ---------------------- ------------- -------------- ------------------------------- ------------ ------------------- Gregory R. Kingston Vice 2002- Vice President, SAAMCo N/A N/A DOB: January 18, 1966 President present (2001-Present); Formerly, and Vice President, American Assistant General Investment Treasurer Management, L.P. (1999- 2001) Nori L. Gabert Vice 2002- Vice President and Deputy N/A N/A DOB: August 15, 1953 President present General Counsel, AIG and SunAmerica (2001-Present); Assistant Vice President and Secretary, Secretary VALIC Company I and VALIC Company II (2000-Present) Formerly, Associate General Counsel, American General Corporation, (1997 to 2001). Matthew J. Hackethal Anti-Money 2006- Senior Compliance Manager, N/A N/A DOB: December 31, 1971 Laundering present AIG SunAmerica (November Compliance 2006 to Present); Vice Officer President, Credit Suisse Asset Management (May, 2001 to October 2006); CCO, Credit Suisse Alternative Funds (November 2005 to October 2006); CCO, Credit Suisse Asset Management Securities, Inc. (April 2004 to August 2005) - -------- * The business address for each Director and Officer is the Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992. (1) The "Fund Complex" consists of all registered investment company portfolios for which AIG SunAmerica serves as investment adviser or administrator. The "Fund Complex" includes the SunAmerica Money Market Funds (2 funds), SunAmerica Equity Funds (10 funds), SunAmerica Income Funds (5 funds), SunAmerica Focused Series, Inc. (17 portfolios), SunAmerica Focused Alpha Growth Fund, Inc. (1 fund), SunAmerica Focused Alpha Large-Cap Fund, Inc. (1 fund), Anchor Series Trust (9 portfolios), the Fund, (1 fund), SunAmerica Series Trust (35 portfolios), AIG Series Trust (6 funds), VALIC Company I (32 portfolios), VALIC Company II (15 funds) and Seasons Series Trust (24 portfolios). (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. (3) Interested Director, 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. (4) Directors serve until their successors are duly elected and qualified. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his/her successor is duly elected and qualifies. Additional information concerning the Directors and Officers is contained in the Statement of Additional Information and is available without charge by calling (800) 858-8850. 36 SunAmerica Series Trust Senior Floating Fund SHAREHOLDER TAX INFORMATION -- (unaudited) Certain tax information regarding the Fund is required to be provided to shareholders based upon the Fund's income and distributions for the taxable year ended December 31, 2006. The information necessary to complete your income tax returns is included with your Form 1099-DIV mailed to you in January 2007. During the year ended December 31, 2006 the Fund paid the following dividends: Net Ordinary Net Net Qualifying % for Qualifying Total Investment Short-Term Long-Term the 70% Dividends Dividend Dividends Income Capital Gains* Capital Gains Received Deduction Income % --------- ---------- -------------- ------------- ------------------ ---------- Class A....................... $0.15 $0.15 $-- $-- --% --% Class B....................... 0.59 0.59 -- -- -- -- Class C....................... 0.59 0.59 -- -- -- -- Class D....................... 0.64 0.64 -- -- -- -- Class Q....................... 0.62 0.62 -- -- -- -- - -------- * Short-term capital gains are treated as ordinary income for tax purposes. 37 SunAmerica Senior Floating Rate Fund, Inc. COMPARISON: FUND vs. INDEX -- (unaudited) The following graphs show how the value of a $10,000 investment in the Fund would have changed over the period shown in the graph, and also shows how the index shown performed over the same period of time. The graph and table shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Please note that the term "inception" as used herein reflects the date on which a specific class of shares commenced operations. It is important to note that the Fund is a professionally managed mutual fund while the index is not available for investment and is unmanaged. The comparison is shown for illustrative purposes only. The graph presents the performance of Class B shares of the Fund. The performance of the other classes will vary based upon the difference in sales charges and fees assessed to shareholders of that class. Past performance does not predict future results. 38 SunAmerica Senior Floating Rate Fund, Inc. COMPARISON: FUND vs. INDEX -- (unaudited) (continued) Thomas G. Brandt, John G. Lapham and Steven S. Oh, Portfolio Managers AIG Global Investment Corp. The Fund's Class B shares returned 6.55% for the year ended December 31, 2006 versus a return of 6.77% for the S&P LSTA Leveraged Loan Index (LLI)./1/ The Fund ranked in the top quartile for the one-year period among its peers in the Lipper Loan Participation Funds category./2/ The bank loan market benefited from many of the same factors that contributed to a solid year in 2005. The economy was sound, default rates were low, companies generally posted solid earnings growth, and the demand for bank loans remained high. During the first half of the year, the London Interbank Offer Rate (LIBOR), the reference rate used for most loans, steadily increased. These macroeconomic factors listed above, the detailed credit analysis performed by our research staff and the steady increase in LIBOR rates all led to a strong year for the Fund. The year 2006 was a record year for new issues of leveraged loans. Merger and acquisition activity and private equity buy-outs have been the driving force behind the high level of new issuance. In fact, the two largest loans in the history of this asset class, the $16 billion financing for the purchase of HCA, Inc., an operator of hospitals, and the $18.5 billion refinancing of Ford Motor Company debt, occurred in the fourth quarter. Despite the record new issuance, the market easily absorbed the supply as more investors invested in this asset class. Most industry sectors performed well in 2006, although the automotive and housing/building products sectors did not fare as well. The Fund maintained an underweight position in the automotive sector and selectively invested in credits, such as Goodyear Tire, that were less impacted by the troubles of U.S. automobile manufacturers. The housing/building products sector was negatively impacted by rising interest rates and the softened housing market, and many companies in this sector posted weak results. This sector was a poor performer for the Fund, which maintained a neutral weighting relative to the benchmark, the S&P LSTA Leveraged Loan Index. In the fourth quarter of 2006, our position in Cequel Communications, a cable television company, provided a positive impact on the Fund's performance. - -------- Past performance is no guarantee of future results. /1/The S&P/LSTA Leveraged Loan Index (LLI) reflects the market-weighted performance of U.S. dollar-denominated institutional leveraged loan portfolios. The LLI is the only domestic leveraged loan index that utilizes real-time market weightings, spreads and interest payments. Indices are not managed and an investor cannot invest directly into an index. /2/Lipper ranking for the period ended December 31, 2006, based on total returns at net asset value. The Fund is not a money market fund and its net asset value may fluctuate. Investments in loans involve certain risks including nonpayment of principal and interest; collateral impairment; non-diversification and borrower industry concentration; and lack of full liquidity, which may impair the Fund's ability to obtain full value for loans sold. The Fund may invest all or substantially all of its assets in loans or other securities that are rated below investment grade or in comparable unrated securities. Credit risks include the possibility of a default on the loan or bankruptcy of the borrower. The value of these loans is subject to a greater degree of volatility in response to interest-rate fluctuations. 39 SunAmerica Senior Floating Rate Fund, Inc. COMPARISON: FUND vs. INDEX -- (unaudited) (continued) Over the past nine years, $10,000 invested in Senior Floating Rate Fund Class B shares would have increased to $14,788. The same amount invested in securities mirroring the performance of the S&P/LSTA Leveraged Loan Index would be valued at $15,204. [CHART] Senior Floating Rate Class B S&P/LSTA Leveraged Loan Index ---------------------------- ----------------------------- 31-Aug-98 $10,000.00 $10,000.00 30-Sep-98 10,045.00 9,925.60 31-Oct-98 10,084.00 9,994.38 30-Nov-98 10,112.00 10,092.13 31-Dec-98 10,185.00 10,142.49 31-Jan-99 10,259.00 10,177.58 28-Feb-99 10,311.00 10,162.01 31-Mar-99 10,380.00 10,095.55 30-Apr-99 10,446.00 10,158.14 31-May-99 10,506.00 10,284.82 30-Jun-99 10,574.00 10,366.07 31-Jul-99 10,625.00 10,429.92 31-Aug-99 10,669.00 10,432.84 30-Sep-99 10,719.00 10,351.15 31-Oct-99 10,772.00 10,366.47 30-Nov-99 10,844.00 10,432.51 31-Dec-99 10,911.00 10,512.84 31-Jan-00 10,976.00 10,603.98 29-Feb-00 11,027.00 10,652.34 31-Mar-00 10,984.00 10,595.35 30-Apr-00 11,020.00 10,629.36 31-May-00 11,092.00 10,715.67 30-Jun-00 11,153.00 10,793.89 31-Jul-00 11,207.00 10,881.32 31-Aug-00 11,274.00 10,913.86 30-Sep-00 11,325.00 10,943.87 31-Oct-00 11,324.00 10,941.14 30-Nov-00 11,355.00 10,980.85 31-Dec-00 11,414.00 11,037.07 31-Jan-01 11,458.00 11,156.83 28-Feb-01 11,510.00 11,267.39 31-Mar-01 11,497.00 11,270.43 30-Apr-01 11,468.00 11,254.43 31-May-01 11,559.00 11,382.05 30-Jun-01 11,525.00 11,394.00 31-Jul-01 11,531.00 11,481.40 31-Aug-01 11,585.00 11,566.70 30-Sep-01 11,453.00 11,375.16 31-Oct-01 11,313.00 11,263.57 30-Nov-01 11,336.00 11,401.21 31-Dec-01 11,380.00 11,497.89 31-Jan-02 11,420.00 11,556.53 28-Feb-02 11,410.00 11,522.21 31-Mar-02 11,491.00 11,659.90 30-Apr-02 11,561.00 11,795.27 31-May-02 11,636.00 11,806.83 30-Jun-02 11,624.00 11,690.65 31-Jul-02 11,511.00 11,586.14 31-Aug-02 11,455.00 11,547.67 30-Sep-02 11,461.00 11,555.41 31-Oct-02 11,290.00 11,418.59 30-Nov-02 11,416.00 11,579.48 31-Dec-02 11,542.00 11,717.85 31-Jan-03 11,593.00 11,860.46 28-Feb-03 11,611.00 11,912.17 31-Mar-03 11,769.00 11,958.75 30-Apr-03 11,982.00 12,100.46 31-May-03 12,148.00 12,231.75 30-Jun-03 12,313.00 12,380.61 31-Jul-03 12,391.00 12,463.06 31-Aug-03 12,422.00 12,491.36 30-Sep-03 12,547.00 12,609.40 31-Oct-03 12,639.00 12,724.52 30-Nov-03 12,717.00 12,806.85 31-Dec-03 12,792.00 12,886.25 31-Jan-04 12,937.00 12,997.33 29-Feb-04 12,954.00 13,038.14 31-Mar-04 12,982.00 13,085.21 30-Apr-04 13,067.00 13,149.33 31-May-04 13,072.00 13,164.19 30-Jun-04 13,117.00 13,245.94 31-Jul-04 13,147.00 13,289.25 31-Aug-04 13,137.00 13,312.64 30-Sep-04 13,170.00 13,367.89 31-Oct-04 13,221.00 13,435.40 30-Nov-04 13,273.00 13,495.59 31-Dec-04 13,315.00 13,551.73 31-Jan-05 13,370.00 13,606.48 28-Feb-05 13,436.00 13,679.54 31-Mar-05 13,481.00 13,736.45 30-Apr-05 13,455.00 13,726.70 31-May-05 13,443.00 13,734.66 30-Jun-05 13,520.00 13,823.66 31-Jul-05 13,612.00 13,928.58 31-Aug-05 13,693.00 14,011.87 30-Sep-05 13,730.00 14,068.90 31-Oct-05 13,759.00 14,111.95 30-Nov-05 13,817.00 14,165.01 31-Dec-05 13,879.00 14,239.81 31-Jan-06 13,974.00 14,338.35 28-Feb-06 14,062.00 14,429.11 31-Mar-06 14,164.00 14,516.40 30-Apr-06 14,236.00 14,587.24 31-May-06 14,250.00 14,623.86 30-Jun-06 14,294.00 14,664.95 31-Jul-06 14,361.00 14,748.10 31-Aug-06 14,457.00 14,838.95 30-Sep-06 14,534.00 14,918.63 31-Oct-06 14,644.00 15,017.54 30-Nov-06 14,691.00 15,097.14 31-Dec-06 14,788.00 15,204.33 Class A++ Class B Class C Class D Class Q++ Senior ------------------ ------------------ ------------------ ------------------ ------------------ Floating Average Average Average Average Average Rate Annual Cumulative Annual Cumulative Annual Cumulative Annual Cumulative Annual Cumulative Fund Return Return+ Return Return+ Return Return+ Return Return+ Return Return+ - ---------------- ------- ---------- ------- ---------- ------- ---------- ------- ---------- ------- ---------- 1 Year Return NA NA 3.55% 6.55% 5.54% 6.54% 7.08% 7.08% 6.86% 6.86% - --------------------------------------------------------------------------------------------------------------- 5 Year Return NA NA 5.38% 29.95% 5.36% 29.82% 5.79% 32.53% NA NA - --------------------------------------------------------------------------------------------------------------- Since Inception* NA 1.75% 4.81% 47.88% 4.79% 47.64% 4.97% 31.63% 5.09% 14.21% - --------------------------------------------------------------------------------------------------------------- + Cumulative returns do not include sales load. If sales load had been included, the return would have been lower. * Inception date: Class A: 10/04/2006; Class B: 08/31/1998; Class C: 08/31/1998; Class D: 05/02/2001; Class Q: 04/28/2004. ++ Effective October 4, 2006, Class A shares were redesignated to Class Q shares and a new class of shares designated as Class A commenced offering. For the 12 month period ended December 31, 2006, the SunAmerica Senior Floating Rate Class B returned 3.55% compared to 6.77% for the S&P/LSTA Leveraged Loan Index. (The performance data and graph do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.) - -------- Performance data quoted represents past performance and is no guarantee of future results. Maximum Sales Charge: Class A: 3.75% Contingent Deferred Sales Charge (CDSC), Class B: 3.00%, Class C 1.00% CDSC. The fund's daily net asset values are not guaranteed and shares are not insured by the FDIC, the Federal Reserve Board or any other agency. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be higher or lower than the original cost. Current performance may be higher or lower than that shown. Performance as of the most recent month end is available at www.sunamericafunds.com 40 SunAmerica Senior Floating Rate Fund, Inc. SPECIAL MEETING OF SHAREHOLDERS -- Proxy Voting Results -- December 31, 2006 (unaudited) A Special Meeting of the Shareholders of the Fund was held on June 23, 2006. At this meeting the Class Q and Class B shareholders of the Fund approved Distribution Plans pursuant to Rule 12b-1 Plans for their respective class of shares. The meeting was adjourned to allow for the continued solicitation of votes with respect to the proposal to convert the Fund from a closed-end investment company to that of an open-end investment company and with respect to the proposal to amend the Fund's charter to discontinue the monthly repurchase offers made by the Fund. Additionally, the meeting was adjourned with respect to the approval of Rule 12b-1 Plan for Class C shares. The voting results of the shareholder meeting to approve the Class Q and Class B shares' Rule 12b-1 Plans are listed below. Approval of the Rule 12b-1 Plan for Class Q Shares For Against Abstain Total ------ ------- ------- ------ Shares Voted 21,880 5,262 4,632 31,774 Approval of the Rule 12b-1 Plan for Class B Shares For Against Abstain Total --------- ------- ------- --------- Shares Voted 1,271,070 40,712 147,877 1,459,659 A Special Meeting of the Shareholders of the Fund was held on July 21, 2006. At this meeting the Class C shareholders of the Fund approved a Rule 12b-1 Plan. The meeting was adjourned to allow for the continued solicitation of votes with respect to the proposal to convert the Fund from a closed-end investment company to an open-end investment company and with respect to the proposal to amend the Fund's charter to discontinue the monthly repurchase offers made by the Fund. The voting results of the shareholder meeting to approve the Class C share's Rule 12b-1 Plan are listed below. Approval of the Rule 12b-1 Plan for Class C Shares For Against Abstain Total --------- ------- ------- --------- Shares Voted 7,829,790 453,617 598,831 8,882,238 A Special Meeting of the Shareholders of the Fund was held on August 4, 2006. At this meeting the shareholders approved the proposal to convert the Fund from a closed-end investment company to an open-end investment company. Additionally, the Fund approved the proposal to rescind a fundamental policy of the Fund to conduct monthly share repurchases offers. The voting results to approve the proposal to convert the Fund from a closed-end investment company to an open-end investment company are listed below. Approval to Redesignate the Fund as an Open-End Investment Company For Against Abstain Total ---------- ------- ------- ---------- Shares Voted 11,174,289 710,368 591,506 12,476,163 The voting results to approve the proposal to rescind a fundamental policy of the Fund to conduct monthly share repurchase offers are listed below. Approval to Rescind a Policy to Conduct Monthly Share Repurchases as a Closed-End Interval Fund. For Against Abstain Total ---------- ------- ------- ---------- Shares Voted 11,174,289 710,368 591,506 12,476,163 41 [LOGO] AIG Sun America Mutual Funds AIG SunAmerica Asset Management Corp. Harborside Financial Center 3200 Plaza 5 Jersey City, NJ 07311-4992 Directors Investment Adviser DISCLOSURE OF QUARTERLY Dr. Judith L. Craven PORTFOLIO HOLDINGS William F. Devin AIG SunAmerica Asset Management Corp. The Fund is required to Samuel M. Eisenstat Harborside Financial file its com-plete Stephen J. Gutman Center schedule of portfolio Peter A. Harbeck 3200 Plaza 5 holdings with the U.S. William J. Shea Jersey City, NJ Securities and Exchange 07311-4992 Commission for its first Officers and third fiscal quarters Vincent M. Marra, Distributor on Form N-Q. The Fund's President AIG SunAmerica Capital Forms N-Q are available Donna M. Handel, Services, Inc. on the U.S. Securities Treasurer Harborside Financial and Exchange Commission's James Nichols, Vice Center website at www.sec.gov. President 3200 Plaza 5 You can also obtain Cynthia A. Gibbons, Vice Jersey City, NJ copies of the Forms N-Q President and Chief 07311-4992 at the U.S. Securities Compliance Officer and Exchange Gregory N. Bressler, Shareholder Servicing Commis-sion's Public Chief Legal Agent Reference Room in Officer and Secretary AIG SunAmerica Fund Washington, DC Gregory R. Kingston, Services, Inc. (information on the Vice President and Harborside Financial operation of the Public Assistant Treasurer Center Reference Room may be Nori L. Gabert, Vice 3200 Plaza 5 obtained by calling President and Jersey City, NJ 1-800-SEC-0330). Assistant Secretary 07311-4992 Corey A. Issing, PROXY VOTING RECORD ON Assistant Secretary Transfer Agent FUND PORTFOLIO SECURITIES Kathleen Fuentes, State Street Bank and Information regarding how Assistant Secretary Trust Company the Fund voted proxies Kathryn A. Pearce, P.O. Box 219373 relating to securities Assistant Treasurer Kansas City, MO 64141 held in the Fund's Matthew J. Hackethal, portfolio during the most Anti-Money Laundering Custodian recent twelve month Compliance Officer State Street Bank and period ended June 30 is Trust Company available, once filed P.O. Box 5607 with the U.S. Securities Boston, MA 02110 and Exchange Commission, without charge, upon VOTING PROXIES ON FUND request, by call-ing PORTFOLIO SECURITIES (800) 858-8850 or on the A description of the U.S. Securities and policies and proce-dures Exchange Commission's that the Fund uses to website at determine how to vote http://www.sec.gov. proxies related to securities held in the This report is submitted Fund's portfolio, which solely for the general is available in the information of Fund's Statement of shareholders of the Fund. Additional Information, Distribution of this may be ob-tained without report to persons other charge upon request, by than shareholders of the calling (800) 858-8850. Fund is authorized only This in-formation is also in connection with a available from the EDGAR currently effective database on the U.S. prospectus, setting forth Secu-rities and Exchange details of the Fund, Commission's website at which must precede or http://www.sec.gov. accompany this report. 42 [LOGO] Distributed by: AIG SunAmerica Capital Services, Inc. Harborside Financial Center 3200 Plaza 5 Jersey City, NJ 07311-4992 Investors should carefully consider the investment objectives, risks, charges and expenses of any mutual fund before investing. This and other important information is contained in the prospectus, which can be obtained from your financial adviser or from the AIG SunAmerica Sales Desk at 800-858-8850, ext. 6003. Read the prospectus carefully before you invest. Funds distributed by AIG SunAmerica Capital Services, Inc. www.sunamericafunds.com SFANN-12/06 Item 2. Code of Ethics. SunAmerica Senior Floating Rate Fund, Inc. ("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 registrant's Board of Directors has determined that William J. Shea, the Charirman of the registrant's Audit Committe, 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 registrant's principal accountant were as follows: 2005 2006 ---- ---- (a) Audit Fees ....................... $67,006 $76,848 (b) Audit-Related Fees ............... $22,334 $ 0 (c) Tax Fees ......................... $ 8,871 $ 9,356 (d) All Other Fees ................... $ 0 $ 0 Audit Fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the principal accountant in connection with statutory and regulatory filings. Audit-Related Fees principally include a SAS No. 100 review of the registrant's Semiannual Shareholder Report. 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 registrant's principal accountant were as follows: 2005 2006 ---- ---- (b) Audit-Related Fees ............ $ 0 $ 0 (c) Tax Fees ...................... $ 0 $ 0 (d) All Other Fees ................ $ 0 $ 0 (e) (1) The registrant's audit committee pre-approves all audit services provided by the registrant's principal accountant for the registrant and all non-audit services provided by the registrant's principal accountant for the registrant, its investment adviser and any entity controlling, controlled by, or under common control with the investment adviser ("Adviser Affiliate") that provides 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 registrant's audit committee charter. (2) No services included in (b) - (d) above in connection with fees billed to the registrant or the investment adviser or Advisor Affiliate 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 registrant's principal accountant for non-audit services rendered to the registrant, its investment adviser, and Adviser Affiliate that provides ongoing services to the registrant for 2006 and 2005 were $ 973,056 and $298,518 respectively. (h) Non-audit services rendered to the registrant's investment adviser and any Adviser Affiliate that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X were considered by the registrant's audit committee as to whether they were compatible with maintaining the principal accountant's independence. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. Schedule of Investments. Included in Item 1 to the Form. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable. Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. In addition, there were no such purchases from January 1, 2006 through October 3, 2006, the period covered by this report during which the registrant operated as a closed-end management investment company. Item 10. 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 registrant's 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. 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 registrant's management, including the President and Treasurer, of the effectiveness of the design and operation of the registrant's 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 registrant's management, including the President and Treasurer, concluded that the registrant's disclosure controls and procedures are effective. (b) There was no change in the registrant's 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 12. Exhibits. (a) (1) Code of Ethics applicable to its Principal Executive and Principal 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. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SunAmerica Senior Floating Rate Fund, Inc. By: /s/ Vincent M. Marra -------------------- Vincent M. Marra President Date: March 8, 2007 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Vincent M. Marra -------------------- Vincent M. Marra President Date: March 8, 2007 By: /s/ Donna M. Handel ------------------- Donna M. Handel Treasurer Date: March 8, 2007