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 811-04801 --------------------------------------------- SunAmerica Equity Funds -------------------------------------------------------------------------------- (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) John T. Genoy Senior Vice President SunAmerica Asset Management, LLC 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) 324-6414 ----------------------------- Date of fiscal year end: September 30 -------------------------- Date of reporting period: September 30, 2014 ------------------------- Item 1. Reports to Stockholders [PHOTO] ANNUAL REPORT 2014 SUNAMERICA Equity Funds [LOGO] SEPTEMBER 30, 2014 ANNUAL REPORT SUNAMERICA EQUITY FUNDS SUNAMERICA INTERNATIONAL DIVIDEND STRATEGY FUND (SIEAX) SUNAMERICA JAPAN FUND (SAESX) TABLE OF CONTENTS SHAREHOLDER LETTER.......................................... 2 EXPENSE EXAMPLE............................................. 4 STATEMENT OF ASSETS AND LIABILITIES......................... 6 STATEMENT OF OPERATIONS..................................... 8 STATEMENT OF CHANGES IN NET ASSETS.......................... 9 FINANCIAL HIGHLIGHTS........................................ 10 PORTFOLIO OF INVESTMENTS.................................... 12 NOTES TO FINANCIAL STATEMENTS............................... 18 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM..... 30 APPROVAL OF ADVISORY AGREEMENTS............................. 31 TRUSTEE AND OFFICER INFORMATION............................. 36 SHAREHOLDER TAX INFORMATION................................. 39 COMPARISONS: FUNDS VS. INDICES.............................. 40 SHAREHOLDER LETTER -- (UNAUDITED) Dear Shareholders, We are pleased to present this annual update for the SunAmerica Equity Funds for the 12 months ended September 30, 2014. It was a period wherein international equity performance was driven largely by economic conditions and monetary policies of global central banks, both of which diverged as the fiscal year progressed, as well as by concerns surrounding geopolitical events. As the annual period began in October 2013, generally solid economic data, coupled with continued accommodative monetary policy from central banks around the world, raised many investors' expectations for 2014. Despite liquidity concerns in China and tepid economic growth in Europe, market participants were emboldened by signs of expansionary traction in the U.S. and Japan, the world's largest and third-largest economies, respectively. In the first quarter of 2014, global equities continued to advance. Despite ongoing geopolitical tensions surrounding the crisis in Ukraine, concerns about a Chinese growth slowdown and unsettling economic and political developments in several other emerging market countries, the global equity markets posted positive returns. Investors appeared to take solace from comments out of the European Central Bank ("ECB") and Chinese government suggesting that stimulus measures may be ramped up. Continued evidence of a Eurozone recovery, solid U.S. corporate earnings and robust merger and acquisition activity also aided bullish sentiment. Global equities continued their rally in the second quarter of 2014, as the ECB introduced a set of unconventional measures to fight disinflationary forces and rekindle growth in the Eurozone. In addition, the People's Bank of China ("PBOC") announced a cut in its reserve requirement ratio for major banks in order to stimulate lending and support growth. Global equities then returned a modest gain in the third quarter of 2014 for the ninth consecutive quarter of positive returns. However, ongoing geopolitical tensions in Ukraine and the Middle East, Portuguese banking woes, Argentine government debt default, European economic malaise and the prospect of an accelerated U.S. Federal Reserve (the "Fed") interest rate hike timeline all conspired to stall the five-year-old global stock rally in September 2014. In addition, China's property slump and poor GDP readings in Japan and the Eurozone raised the specter of a slowdown in global economic growth. Nevertheless, there were several positive developments during the third calendar quarter. The ECB increased its accommodative monetary policy to spur growth; the PBOC eased monetary conditions to reduce financial fragilities and lower the risk of a recession; and the U.S. corporate earnings season painted a generally encouraging picture. Even with these upbeat events, many market participants found ample reason to reassess their risk appetites, especially given the strong bull market in recent years. Against this backdrop, international equities, as measured by the MSCI ACWI ex-U.S. (Net)*, posted positive returns but lagged the U.S. equity market, returning 4.77% for the 12-month period ended September 30, 2014. To compare, U.S. equities, as measured by the S&P 500(R) Index*, returned 19.73% for the same 12 month period. Japanese equities, as measured by the MSCI Japan Index (Net)*, posted a positive return of 0.62% during the same annual period. Amid these conditions, each of the portfolios in the SunAmerica Equity Funds generated positive absolute returns during the annual period ended September 30, 2014. On the following pages, you will find detailed financial statements and portfolio information for each of the SunAmerica Equity Funds. 2 We thank you for being a part of the SunAmerica Equity Funds. We value your ongoing confidence in us and look forward to serving your investment needs in the future. As always, if you have any questions regarding your investments, please contact your financial advisor or get in touch with us directly at 800-858-8850 or www.safunds.com. Sincerely, THE SUNAMERICA EQUITY FUNDS INVESTMENT PROFESSIONALS Timothy Pettee Jun Oh Timothy Campion Andrew Sheridan Kara Murphy Jane Bayar -------- Past performance is no guarantee of future results. *The MSCI ACWI (ALL COUNTRY WORLD INDEX) EX-U.S. (NET) is a free float-adjusted market capitalization-weighted index designed to measure the equity market performance of 45 global developed and emerging markets, excluding the U.S. The S&P 500 INDEX is Standard & Poor's 500 Composite Stock Price Index, a widely recognized, unmanaged index of U.S. common stock prices. The MSCI JAPAN INDEX (NET) is a free-float adjusted market capitalization weighted index that is designed to track the equity market performance of Japanese securities listed on Tokyo Stock Exchange, Osaka Stock Exchange, JASDAQ and Nagoya Stock Exchange. Net total return indices reinvest dividends after the deduction of withholding taxes, using (for international indices) a tax rate applicable to non-resident institutional investors who do not benefit from double taxation treaties. Indices are not managed and an investor cannot invest directly in an index. 3 SUNAMERICA EQUITY FUNDS EXPENSE EXAMPLE -- SEPTEMBER 30, 2014 -- (UNAUDITED) DISCLOSURE OF PORTFOLIO EXPENSES IN SHAREHOLDER REPORTS As a shareholder of a Fund (each, a "Fund" and collectively, the "Funds") in the SunAmerica Equity Funds (the "Trust"), you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges and (2) ongoing costs, including management fees, distribution and service fees and other Fund expenses. The Example set forth below is intended to help you understand your ongoing costs (in dollars) of investing in the Funds 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 April 1, 2014 and held until September 30, 2014. 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 September 30, 2014" to estimate the expenses you paid on your account during this period. For shareholder accounts in classes other than Class I, the "Expenses Paid During the Six Months Ended September 30, 2014" column and the "Annualized Expense Ratio" column does not include small account fees that may be charged if your account balance is below $500 ($250 for retirement plan accounts). In addition, the "Expenses Paid During the Six Months Ended September 30, 2014" column does not include administrative fees that may apply to qualified retirement plan accounts. See the Funds' prospectus, your retirement plan document and/or materials from your financial adviser, for a full description of these fees. Had these fees been included, the "Expenses Paid During the Six Months Ended September 30, 2014" 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 each 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 Funds 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. For shareholder accounts in classes other than Class I the "Expenses Paid During the Six Months Ended September 30, 2014" column and the "Annualized Expense Ratio" column does not include small account fees that may be charged if your account balance is below $500 ($250 for retirement plan accounts). In addition, the "Expenses Paid During the Six Months Ended September 30, 2014" column does not include administrative fees that may apply to qualified retirement plan accounts. See the Funds' prospectus, your retirement plan document and/or materials from your financial adviser, for a full description of these fees. Had these fees been included, the "Expenses Paid During the Six Months Ended September 30, 2014" 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, small account fees and administrative fees, if applicable to your account. Please refer to the Fund's prospectus, your retirement plan document and/or materials from your financial adviser, 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. 4 SUNAMERICA EQUITY FUNDS EXPENSE EXAMPLE -- SEPTEMBER 30, 2014 -- (UNAUDITED) (CONTINUED) ACTUAL HYPOTHETICAL ------------------------------------------ ------------------------------------------- ENDING ACCOUNT ENDING ACCOUNT EXPENSE PAID VALUE USING A VALUE USING DURING THE HYPOTHETICAL EXPENSE PAID BEGINNING ACTUAL SIX MONTHS BEGINNING 5% ASSUMED DURING THE SIX ACCOUNT VALUE RETURN AT ENDED ACCOUNT VALUE RETURN AT MONTHS ENDED AT APRIL 1, SEPTEMBER 30, SEPTEMBER 30, AT APRIL 1, SEPTEMBER 30, SEPTEMBER 30, FUND 2014 2014 2014 2014 2014 2014 ---- ------------- -------------- ------------- ------------- -------------- -------------- INTERNATIONAL DIVIDEND STRATEGY FUND# Class A............................. $1,000.00 $ 983.32 $ 9.45 $1,000.00 $1,015.54 $ 9.60 Class B............................. $1,000.00 $ 980.59 $12.66 $1,000.00 $1,012.28 $12.86 Class C............................. $1,000.00 $ 980.55 $12.66 $1,000.00 $1,012.28 $12.86 Class I............................. $1,000.00 $ 985.06 $ 8.56 $1,000.00 $1,016.44 $ 8.69 JAPAN FUND# Class A............................. $1,000.00 $1,043.19 $ 9.73 $1,000.00 $1,015.54 $ 9.60 Class B............................. $1,000.00 $1,039.11 $13.03 $1,000.00 $1,012.28 $12.86 Class C............................. $1,000.00 $1,039.16 $13.04 $1,000.00 $1,012.28 $12.86 ANNUALIZED EXPENSE FUND RATIO* ---- ---------- INTERNATIONAL DIVIDEND STRATEGY FUND# Class A............................. 1.90% Class B............................. 2.55% Class C............................. 2.55% Class I............................. 1.72% JAPAN FUND# Class A............................. 1.90% Class B............................. 2.55% Class C............................. 2.55% -------- * Expenses are equal to each Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by 183 days divided by 365 days (to reflect the one-half year period). These ratios do not reflect transaction costs, including sales charges on purchase payments, contingent deferred sales charges, small account fees and administrative fees, if applicable to your account. Please refer to your Prospectus, your retirement plan documents and/or materials from your financial advisor for more information. # During the stated period, the investment advisor either waived a portion of or all of the fees and assumed a portion of or all expenses for the Funds or through recoupment provisions, recovered a portion of or all fees and expenses waived or reimbursed in the previous two fiscal years. As a result, if these fees and expenses had not been waived or assumed, the "Actual/Hypothetical Ending Account Value" would have been lower and the "Actual/Hypothetical Expenses Paid During the Six Months Ended September 30, 2014" and the "Expense Ratios" would have been higher. If these fees and expenses had not been recouped, the "Actual/Hypothetical Ending Account Value" would have been higher and the "Actual/Hypothetical Expenses Paid During the Six Months Ended September 30, 2014" and the annualized "Expense Ratio" would have been lower. 5 SUNAMERICA EQUITY FUNDS STATEMENT OF ASSETS AND LIABILITIES -- SEPTEMBER 30, 2014 INTERNATIONAL DIVIDEND STRATEGY JAPAN FUND FUND ----------------- ----------- ASSETS: Investments at value (unaffiliated)*............ $217,457,727 $38,929,732 Repurchase agreements (cost approximates value). -- 1,381,000 ------------ ----------- Total investments.............................. 217,457,727 40,310,732 ------------ ----------- Cash............................................ -- 182 Foreign cash*................................... 1,571,439 154,495 Receivable for: Fund shares sold............................... 1,172,216 348,855 Dividends and interest......................... 899,429 259,887 Investments sold............................... 6,018,057 164,107 Prepaid expenses and other assets............... 3,238 2,568 Due from investment adviser for expense reimbursements/fee waivers..................... 12,269 23,479 ------------ ----------- Total assets.................................... 227,134,375 41,264,305 ------------ ----------- LIABILITIES: Payable for: Fund shares redeemed........................... 3,133,589 37,301 Investments purchased.......................... 177,053 837,511 Investment advisory and management fees........ 195,798 37,601 Distribution and service maintenance fees...... 99,569 14,013 Transfer agent fees and expenses............... 51,007 8,159 Trustees' fees and expenses.................... 2,007 628 Other accrued expenses......................... 248,211 114,605 Line of credit................................. 5,623,053 -- Accrued foreign tax on capital gains........... 146,174 -- ------------ ----------- Total liabilities............................... 9,676,461 1,049,818 ------------ ----------- Net Assets...................................... $217,457,914 $40,214,487 ============ =========== NET ASSETS REPRESENTED BY: Shares of beneficial interest, $0.01 par value.. $ 196,463 $ 52,313 Paid-in capital................................. 324,123,585 37,461,060 ------------ ----------- 324,320,048 37,513,373 Accumulated undistributed net investment income (loss)......................................... (110,190) (21,510) Accumulated undistributed net realized gain (loss) on investments, futures contracts, options contracts, securities sold short and foreign exchange transactions.................. (96,090,547) 2,719,212 Unrealized appreciation (depreciation) on investments.................................... (10,468,586) 10,621 Unrealized foreign exchange gain (loss) on other assets and liabilities................... (46,637) (7,209) Accrued capital gains tax on unrealized appreciation (depreciation).................... (146,174) -- ------------ ----------- Net Assets...................................... $217,457,914 $40,214,487 ============ =========== *Cost Investments (unaffiliated)..................... $227,926,313 $38,919,111 ============ =========== Foreign cash................................... $ 1,579,543 $ 158,020 ============ =========== See Notes to Financial Statements 6 SUNAMERICA EQUITY FUNDS STATEMENT OF ASSETS AND LIABILITIES -- SEPTEMBER 30, 2014 -- (CONTINUED) INTERNATIONAL DIVIDEND STRATEGY JAPAN FUND FUND ----------------- ----------- CLASS A (UNLIMITED SHARES AUTHORIZED): Net assets....................................... $162,283,780 $35,177,686 Shares of beneficial interest issued and outstanding..................................... 14,321,299 4,553,535 Net asset value and redemption price per share... $ 11.33 $ 7.73 Maximum sales charge (5.75% of offering price)... $ 0.69 $ 0.47 ------------ ----------- Maximum offering price to public................. $ 12.02 $ 8.20 ============ =========== CLASS B (UNLIMITED SHARES AUTHORIZED): Net assets....................................... $ 8,399,146 $ 494,405 Shares of beneficial interest issued and outstanding..................................... 810,286 66,464 Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge).......................... $ 10.37 $ 7.44 ============ =========== CLASS C (UNLIMITED SHARES AUTHORIZED): Net assets....................................... $ 46,348,832 $ 4,542,396 Shares of beneficial interest issued and outstanding..................................... 4,477,451 611,333 Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge).......................... $ 10.35 $ 7.43 ============ =========== CLASS I (UNLIMITED SHARES AUTHORIZED): Net assets....................................... $ 426,156 $ -- Shares of beneficial interest issued and outstanding..................................... 37,232 -- Net asset value, offering and redemption price per share....................................... $ 11.45 $ -- ============ =========== See Notes to Financial Statements 7 SUNAMERICA EQUITY FUNDS STATEMENT OF OPERATIONS -- SEPTEMBER 30, 2014 INTERNATIONAL DIVIDEND STRATEGY FUND JAPAN FUND ---------------------- ----------- INVESTMENT INCOME: Dividends (unaffiliated).................. $ 9,111,176 $ 562,504 Interest (unaffiliated)................... 5,201 -- ------------ ----------- Total investment income*................ 9,116,377 562,504 ------------ ----------- EXPENSES: Investment advisory and management fees... 1,697,802 373,571 Distribution and service maintenance fees: Class A................................. 448,178 101,603 Class B................................. 73,749 3,453 Class C................................. 336,998 31,096 Service Fees Class I.................... 1,637 -- Transfer agent fees and expenses: Class A................................. 298,932 66,179 Class B................................. 18,963 1,874 Class C................................. 79,810 8,192 Class I................................. 1,474 -- Registration fees: Class A................................. 28,966 22,245 Class B................................. 12,125 17,696 Class C................................. 18,354 18,132 Class I................................. -- -- Custodian and accounting fees............. 138,883 23,217 Reports to shareholders................... 64,889 3,980 Audit and tax fees........................ 64,462 67,196 Legal fees................................ 21,221 11,674 Directors' fees and expenses.............. 8,468 1,737 Interest expense.......................... 815 178 Other expenses............................ 46,013 16,099 ------------ ----------- Total expenses before fee waivers, expense reimbursements and expense recoupments............................ 3,361,739 768,122 Net (Fees waived and expenses reimbursed)/recouped by investment adviser (Note 3)....................... 130,226 (128,462) ------------ ----------- Net expenses............................ 3,491,965 639,660 ------------ ----------- Net investment income (loss)............... 5,624,412 (77,156) ------------ ----------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES: Net realized gain (loss) on investments (unaffiliated)............................ 6,053,676 3,617,631 Net realized foreign exchange gain (loss) on other assets and liabilities........... (507,933) 2,088 ------------ ----------- Net realized gain (loss) on investments and foreign currencies.................... 5,545,743 3,619,719 ------------ ----------- Change in unrealized appreciation (depreciation) on investments (unaffiliated)............................ (15,050,008) (2,325,214) Change in unrealized foreign exchange gain (loss) on other assets and liabilities............................... (54,097) (8,999) Change in accrued capital gains tax on unrealized appreciation (depreciation).... (146,174) -- ------------ ----------- Net unrealized gain (loss) on investments and foreign currencies.................... (15,250,279) (2,334,213) ------------ ----------- Net realized and unrealized gain (loss) on investments and foreign currencies..... (9,704,536) 1,285,506 ------------ ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS................. $ (4,080,124) $ 1,208,350 ============ =========== *Net of foreign withholding taxes on interest and dividends of................. $ 1,062,821 $ 62,959 ============ =========== See Notes to Financial Statements 8 SUNAMERICA EQUITY FUNDS STATEMENT OF CHANGES IN NET ASSETS INTERNATIONAL DIVIDEND STRATEGY FUND JAPAN FUND -------------------------- -------------------------- FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR ENDED ENDED ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 2014 2013 2014 2013 ------------- ------------- ------------- ------------- INCREASE (DECREASE) IN NET ASSETS OPERATIONS: Net investment income (loss)...... $ 5,624,412 $ 4,029,916 $ (77,156) $ (30,906) Net realized gain (loss) on investments and foreign currencies. 5,545,743 (664,280) 3,619,719 2,137,022 Net unrealized gain (loss) on investments and foreign currencies. (15,250,279) 4,531,110 (2,334,213) 3,476,971 ------------ ------------ ----------- ----------- Net increase (decrease) in net assets resulting from operations...... (4,080,124) 7,896,746 1,208,350 5,583,087 ------------ ------------ ----------- ----------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income (Class A)... (4,140,584) (3,097,332) (495,798) (470,762) Net investment income (Class B)... (195,830) (207,523) (5,794) (3,078) Net investment income (Class C)... (934,780) (761,162) (39,909) (6,981) Net investment income (Class I)... (19,978) (51,338) -- -- Net realized gain on securities (Class A)................. -- -- (1,975,339) -- Net realized gain on securities (Class B)................. -- -- (27,616) -- Net realized gain on securities (Class C)................. -- -- (190,215) -- Net realized gain on securities (Class I)................. -- -- -- -- ------------ ------------ ----------- ----------- Total distributions to shareholders...... (5,291,172) (4,117,355) (2,734,671) (480,821) ------------ ------------ ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS (NOTE 6) 98,901,371 54,407,385 14,227,530 1,061,292 ------------ ------------ ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS............... 89,530,075 58,186,776 12,701,209 6,163,558 NET ASSETS: Beginning of period... 127,927,839 69,741,063 27,513,278 21,349,720 ------------ ------------ ----------- ----------- End of period+........ $217,457,914 $127,927,839 $40,214,487 $27,513,278 ============ ============ =========== =========== + Includes accumulated undistributed net investment income (loss)............... $ (110,190) $ 36,713 $ (21,510) $ 45,538 ============ ============ =========== =========== See Notes to Financial Statements 9 SUNAMERICA EQUITY FUNDS FINANCIAL HIGHLIGHTS INTERNATIONAL DIVIDEND STRATEGY FUND ------------------------------------ NET GAIN (LOSS) ON NET INVESTMENTS DISTRI- NET NET ASSET NET (BOTH DIVIDENDS BUTIONS ASSET ASSETS VALUE INVESTMENT REALIZED TOTAL FROM FROM NET FROM DISTRIBUTIONS TOTAL VALUE END OF BEGINNING INCOME AND INVESTMENT INVESTMENT CAPITAL FROM RETURN DISTRI- END OF TOTAL PERIOD PERIOD ENDED OF PERIOD (LOSS)(1) UNREALIZED) OPERATIONS INCOME GAINS OF CAPITAL BUTIONS PERIOD RETURN(2) (000'S) ------------ --------- ---------- ----------- ---------- ---------- ------- ------------- ------- ------ --------- -------- CLASS A - 09/30/10 $11.58 $(0.01) $ 0.33 $ 0.32 $(0.00) $-- $(0.06) $(0.06) $11.84 2.79% $100,990 09/30/11 11.84 0.08 (1.64) (1.56) (0.00) -- -- (0.00) 10.28 (13.17) 50,177 09/30/12 10.28 0.23 0.66 0.89 (0.26) -- -- (0.26) 10.91 8.77 51,309 09/30/13 10.91 0.47 0.50 0.97 (0.47) -- -- (0.47) 11.41 9.24 96,020 09/30/14 11.41 0.40 (0.14) 0.26 (0.34) -- -- (0.34) 11.33 2.20 162,284 CLASS B - 09/30/10 10.72 (0.09) 0.31 0.22 -- -- -- -- 10.94 2.05 8,815 09/30/11 10.94 (0.02) (1.49) (1.51) -- -- -- -- 9.43 (13.80) 5,130 09/30/12 9.43 0.13 0.62 0.75 (0.14) -- -- (0.14) 10.04 7.97 4,572 09/30/13 10.04 0.34 0.50 0.84 (0.41) -- -- (0.41) 10.47 8.65 5,948 09/30/14 10.47 0.29 (0.12) 0.17 (0.27) -- -- (0.27) 10.37 1.56 8,399 CLASS C - 09/30/10 10.70 (0.09) 0.32 0.23 -- -- -- -- 10.93 2.15 19,763 09/30/11 10.93 (0.02) (1.49) (1.51) -- -- -- -- 9.42 (13.82) 13,190 09/30/12 9.42 0.14 0.61 0.75 (0.14) -- -- (0.14) 10.03 7.98 12,571 09/30/13 10.03 0.36 0.47 0.83 (0.41) -- -- (0.41) 10.45 8.56 24,776 09/30/14 10.45 0.30 (0.13) 0.17 (0.27) -- -- (0.27) 10.35 1.56 46,349 CLASS I - 09/30/10 11.67 (0.02) 0.35 0.33 (0.01) -- (0.06) (0.07) 11.93 2.80 2,600 09/30/11 11.93 0.08 (1.65) (1.57) (0.00) -- -- (0.00) 10.36 (13.13) 1,625 09/30/12 10.36 0.24 0.66 0.90 (0.27) -- -- (0.27) 10.99 8.84 1,289 09/30/13 10.99 0.44 0.56 1.00 (0.48) -- -- (0.48) 11.51 9.41 1,184 09/30/14 11.51 0.32 (0.02) 0.30 (0.36) -- -- (0.36) 11.45 2.45 426 RATIO OF NET RATIO OF INVESTMENT EXPENSES INCOME (LOSS) TO AVERAGE TO AVERAGE PORTFOLIO NET ASSETS NET ASSETS TURNOVER ---------- ------------- --------- 1.85%(4) (0.11)%(4) 295% 1.84 0.63 262 1.90(3) 2.07(3) 248 1.90(3) 4.42(3) 32 1.90(3) 3.47(3) 80 2.55(3)(4) (0.86)(3)(4) 295% 2.55(3) (0.18)(3) 262 2.55(3) 1.29(3) 248 2.55(3) 3.40(3) 32 2.55(3) 2.71(3) 80 2.55(3)(4) (0.82)(3)(4) 295% 2.55(3) (0.14)(3) 262 2.55(3) 1.38(3) 248 2.55(3) 3.70(3) 32 2.55(3) 2.85(3) 80 1.80(3)(4) (0.16)(3)(4) 295% 1.80(3) 0.59(3) 262 1.80(3) 2.14(3) 248 1.80(3) 3.98(3) 32 1.77(3) 2.66(3) 80 -------- (1)Calculated based upon average shares outstanding. (2)Total return does not reflect sales load. Total return does include expense reimbursements. (3)Net of the following expense reimbursements (recoupments) (based on average net assets) (See Note 3): 09/30/10 09/30/11 09/30/12 09/30/13 09/30/14 -------- -------- -------- -------- -------- International Dividend Strategy Class A. -- % -- % 0.25% 0.16% (0.09)% International Dividend Strategy Class B. 0.11 0.07 0.53 0.44 0.07 International Dividend Strategy Class C. 0.02 (0.00) 0.33 0.20 (0.05) International Dividend Strategy Class I. 0.01 (0.09) 0.17 0.09 (0.09) (4)Includes expense reimbursements, but excludes expense reductions. If the expense reductions had been applied the ratio of expenses to average net assets would have been lower and the ratio of net investment income to average net assets would have been higher by: 09/30/10 -------- International Dividend Strategy Class A. 0.01% International Dividend Strategy Class B. 0.00 International Dividend Strategy Class C. 0.01 International Dividend Strategy Class I. 0.00 See Notes to Financial Statements 10 SUNAMERICA EQUITY FUNDS FINANCIAL HIGHLIGHTS -- (CONTINUED) JAPAN FUND ---------- NET GAIN (LOSS) ON NET INVESTMENTS DISTRI- NET NET ASSET NET (BOTH DIVIDENDS BUTIONS ASSET ASSETS VALUE INVESTMENT REALIZED TOTAL FROM FROM NET FROM DISTRIBUTIONS TOTAL VALUE END OF BEGINNING INCOME AND INVESTMENT INVESTMENT CAPITAL FROM RETURN DISTRI- END OF TOTAL PERIOD PERIOD ENDED OF PERIOD (LOSS)(1) UNREALIZED) OPERATIONS INCOME GAINS OF CAPITAL BUTIONS PERIOD RETURN(2) (000'S) ------------ --------- ---------- ----------- ---------- ---------- ------- ------------- ------- ------ --------- ------- CLASS A 09/30/10 $8.34 $(0.02) $ 1.07 $ 1.05 $(0.29) $ -- $-- $(0.29) $9.10 13.01% $58,538 09/30/11 9.10 0.00 (1.11) (1.11) (0.26) -- -- (0.26) 7.73 (12.68) 31,292 09/30/12 7.73 0.04 0.02 0.06 (0.01) (1.37) -- (1.38) 6.41 1.38 20,714 09/30/13 6.41 (0.01) 1.86 1.85 (0.16) -- -- (0.16) 8.10 29.54 25,053 09/30/14 8.10 (0.01) 0.37 0.36 (0.15) (0.58) -- (0.73) 7.73 4.81 35,178 CLASS B 09/30/10 8.17 (0.07) 1.04 0.97 (0.22) -- -- (0.22) 8.92 12.16 377 09/30/11 8.92 (0.05) (1.09) (1.14) (0.23) -- -- (0.23) 7.55 (13.24) 316 09/30/12 7.55 (0.01) 0.04 0.03 -- (1.37) -- (1.37) 6.21 0.87 197 09/30/13 6.21 (0.05) 1.79 1.74 (0.10) -- -- (0.10) 7.85 28.54 238 09/30/14 7.85 (0.05) 0.34 0.29 (0.12) (0.58) -- (0.70) 7.44 4.07 494 CLASS C 09/30/10 8.16 (0.07) 1.05 0.98 (0.22) -- -- (0.22) 8.92 12.30 691 09/30/11 8.92 (0.04) (1.11) (1.15) (0.23) -- -- (0.23) 7.54 (13.35) 888 09/30/12 7.54 (0.02) 0.05 0.03 -- (1.37) -- (1.37) 6.20 0.85 438 09/30/13 6.20 (0.03) 1.77 1.74 (0.10) -- -- (0.10) 7.84 28.58 2,222 09/30/14 7.84 (0.05) 0.34 0.29 (0.12) (0.58) -- (0.70) 7.43 4.07 4,542 RATIO OF NET RATIO OF INVESTMENT EXPENSES INCOME (LOSS) TO AVERAGE TO AVERAGE PORTFOLIO NET ASSETS(3) NET ASSETS(3) TURNOVER ------------- ------------- --------- 1.90% (0.24)% 77% 1.90 0.04 79 1.90 0.52 192 1.90 (0.12) 162 1.90 (0.19) 111 2.55 (0.85) 77% 2.55 (0.55) 79 2.55 (0.16) 192 2.55 (0.76) 162 2.55 (0.65) 111 2.55 (0.86) 77% 2.55 (0.48) 79 2.55 (0.23) 192 2.55 (0.43) 162 2.55 (0.65) 111 -------- (1)Calculated based upon average shares outstanding. (2)Total return does not reflect sales load. Total return does include expense reimbursements. (3)Net of the following expense reimbursements (based on average net assets) (See Note 3): 09/30/10 09/30/11 09/30/12 09/30/13 09/30/14 -------- -------- -------- -------- -------- Japan Class A........................... 0.18% 0.27% 0.59% 0.55% 0.29% Japan Class B........................... 5.60 3.06 6.15 6.25 5.66 Japan Class C........................... 2.66 1.19 2.80 1.57 0.84 See Notes to Financial Statements 11 SUNAMERICA INTERNATIONAL DIVIDEND STRATEGY FUND PORTFOLIO PROFILE -- SEPTEMBER 30, 2014 -- (UNAUDITED) INDUSTRY ALLOCATION* Oil Companies-Integrated............... 11.8% Electric-Integrated.................... 9.1 Telephone-Integrated................... 8.9 Medical-Drugs.......................... 8.2 Oil Companies-Exploration & Production. 4.9 Cellular Telecom....................... 4.2 Oil Refining & Marketing............... 3.8 Electric-Generation.................... 3.7 Electronic Components-Misc............. 3.6 Water.................................. 3.5 Transport-Rail......................... 2.8 Chemicals-Diversified.................. 2.7 Computers.............................. 2.6 Computers-Periphery Equipment.......... 2.5 Machinery-General Industrial........... 2.5 Retail-Hypermarkets.................... 2.3 Coal................................... 2.2 Shipbuilding........................... 2.2 Real Estate Operations & Development... 2.1 Television............................. 1.9 Insurance-Multi-line................... 1.9 Transport-Services..................... 1.9 Brewery................................ 1.8 Insurance-Life/Health.................. 1.7 Medical-Generic Drugs.................. 1.7 Public Thoroughfares................... 1.5 Metal-Iron............................. 1.4 Cosmetics & Toiletries................. 1.4 Telecom Services....................... 1.2 ----- 100.0% ===== COUNTRY ALLOCATION* Brazil.................................. 23.9% Taiwan.................................. 11.8 Thailand................................ 11.3 Finland................................. 8.1 United Kingdom.......................... 7.1 Israel.................................. 4.7 Japan................................... 4.2 Singapore............................... 4.1 Canada.................................. 3.3 Belgium................................. 2.7 Norway.................................. 2.6 France.................................. 2.4 Italy................................... 2.2 Chile................................... 2.1 Russia.................................. 2.0 Germany................................. 1.9 Denmark................................. 1.9 Colombia................................ 1.4 Cayman Islands.......................... 1.3 Austria................................. 1.0 Bermuda................................. 0.0 ----- 100.0% ===== -------- *Calculated as a percentage of net assets 12 SUNAMERICA INTERNATIONAL DIVIDEND STRATEGY FUND PORTFOLIO OF INVESTMENTS -- SEPTEMBER 30, 2014 VALUE SECURITY DESCRIPTION SHARES (NOTE 2) ----------------------------------------------------------------------------- COMMON STOCKS -- 93.0% AUSTRIA -- 1.0% OMV AG................................................ 64,568 $ 2,172,970 ----------- BELGIUM -- 2.7% Belgacom SA........................................... 171,634 5,974,523 ----------- BERMUDA -- 0.0% Peace Mark Holdings, Ltd.+(1)(2)...................... 800,000 0 ----------- BRAZIL -- 16.9% AMBEV SA.............................................. 598,000 3,918,668 Cia de Saneamento Basico do Estado de Sao Paulo....... 470,500 3,802,059 Cia de Saneamento de Minas Gerais-COPASA.............. 295,600 3,743,683 EcoRodovias Infraestrutura e Logistica SA............. 658,100 3,242,441 EDP-Energias do Brasil SA............................. 836,900 3,419,058 Natura Cosmeticos SA.................................. 205,554 3,105,459 Odontoprev SA......................................... 1,030,600 3,747,254 Porto Seguro SA+...................................... 361,100 4,191,135 Tractebel Energia SA.................................. 277,500 3,901,042 Transmissora Alianca de Energia Eletrica SA........... 471,000 3,765,691 ----------- 36,836,490 ----------- CANADA -- 3.3% BCE, Inc.............................................. 62,633 2,678,240 Canadian Oil Sands, Ltd............................... 241,195 4,449,385 ----------- 7,127,625 ----------- CAYMAN ISLANDS -- 1.3% TPK Holding Co., Ltd.................................. 484,000 2,903,730 ----------- CHILE -- 2.1% Enersis SA............................................ 14,307,686 4,527,847 ----------- COLOMBIA -- 1.4% Ecopetrol SA.......................................... 2,010,200 3,141,876 ----------- DENMARK -- 1.9% TDC A/S............................................... 542,781 4,122,282 ----------- FINLAND -- 8.1% Elisa Oyj............................................. 191,307 5,079,071 Metso Oyj............................................. 148,706 5,296,614 Orion Oyj, Class B.................................... 182,197 7,133,844 ----------- 17,509,529 ----------- FRANCE -- 2.4% Total SA.............................................. 79,371 5,157,841 ----------- GERMANY -- 1.9% ProSiebenSat.1 Media AG............................... 105,392 4,199,791 ----------- ISRAEL -- 4.7% Bezeq The Israeli Telecommunication Corp., Ltd........ 2,540,274 4,387,429 Israel Chemicals, Ltd................................. 306,474 2,205,178 Teva Pharmaceutical Industries, Ltd................... 68,186 3,678,725 ----------- 10,271,332 ----------- ITALY -- 2.2% Eni SpA............................................... 197,751 4,713,150 ----------- JAPAN -- 4.2% NTT DOCOMO, Inc....................................... 289,915 4,838,745 TonenGeneral Sekiyu KK................................ 498,073 4,355,159 ----------- 9,193,904 ----------- VALUE SECURITY DESCRIPTION SHARES (NOTE 2) ------------------------------------------------------------------------------ NORWAY -- 2.6% Statoil ASA.......................................... 206,128 $ 5,621,017 ------------ RUSSIA -- 2.0% Mobile Telesystems OJSC ADR.......................... 285,617 4,267,118 ------------ SINGAPORE -- 4.1% Hutchison Port Holdings Trust........................ 5,866,000 4,106,200 Yangzijiang Shipbuilding Holdings, Ltd............... 5,086,000 4,704,460 ------------ 8,810,660 ------------ TAIWAN -- 11.8% Asustek Computer, Inc................................ 587,000 5,596,081 Chicony Electronics Co., Ltd......................... 1,836,615 5,494,238 Radiant Opto-Electronics Corp.+...................... 1,276,000 5,054,587 Ruentex Development Co., Ltd......................... 2,812,000 4,543,460 Ruentex Industries, Ltd.............................. 2,208,000 4,914,006 ------------ 25,602,372 ------------ THAILAND -- 11.3% Banpu PCL............................................ 5,264,038 4,789,179 BTS Group Holdings PCL............................... 20,496,000 6,194,628 PTT Exploration & Production PCL..................... 1,224,300 6,041,264 PTT Global Chemical PCL.............................. 1,977,679 3,720,537 Thai Oil PCL......................................... 2,455,922 3,900,693 ------------ 24,646,301 ------------ UNITED KINGDOM -- 7.1% AstraZeneca PLC...................................... 89,378 6,435,519 BP PLC............................................... 659,686 4,849,421 GlaxoSmithKline PLC.................................. 184,397 4,223,955 ------------ 15,508,895 ------------ TOTAL COMMON STOCKS (cost $210,494,074)................................ 202,309,253 ------------ PREFERRED SECURITIES -- 7.0% BRAZIL -- 7.0% AES Tiete SA......................................... 475,102 4,182,800 Cia Energetica de Minas Gerais....................... 552,571 3,383,940 Cia Paranaense de Energia, Class B................... 328,606 4,475,834 Vale SA.............................................. 319,700 3,105,900 ------------ TOTAL PREFERRED SECURITIES (cost $17,432,239)................................. 15,148,474 ------------ TOTAL LONG-TERM INVESTMENT SECURITIES (cost $227,926,313)................................ 217,457,727 ------------ TOTAL INVESTMENTS -- (cost $227,926,313)(3)............................. 100.0% 217,457,727 Other assets less liabilities......................... 0.0 187 ---------- ------------ NET ASSETS -- 100.0% $217,457,914 ========== ============ -------- + Non-income producing security (1) Fair valued security. Securities are classified as Level 3 based on the securities valuation inputs; see Note 2. (2) Illiquid security. At September 30, 2014, the aggregate value of these securities was $0 representing 0.0% of net assets. (3) See Note 5 for cost of investments on a tax basis. ADR -- AmericanDepository Receipt 13 SUNAMERICA INTERNATIONAL DIVIDEND STRATEGY FUND PORTFOLIO OF INVESTMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) The following is a summary of the inputs used to value the Fund's net assets as of September 30, 2014 (see Note 2): LEVEL 1 -- UNADJUSTED LEVEL 2 -- OTHER LEVEL 3 -- SIGNIFICANT QUOTED PRICES OBSERVABLE INPUTS UNOBSERVABLE INPUTS TOTAL - --------------------- ----------------- ---------------------- ------------ ASSETS LONG-TERM INVESTMENT SECURITIES: Common Stock: Bermuda....................... $ -- $-- $ 0 $ 0 Brazil........................ 36,836,490 -- -- 36,836,490 Finland....................... 17,509,529 -- -- 17,509,529 Taiwan........................ 25,602,372 -- -- 25,602,372 Thailand...................... 24,646,301 -- -- 24,646,301 United Kingdom................ 15,508,895 -- -- 15,508,895 Other Countries*.............. 82,205,666 -- -- 82,205,666 Preferred Securities: Brazil........................ 15,148,474 -- -- 15,148,474 ------------ --- --- ------------ Total............................ $217,457,727 $-- $ 0 $217,457,727 ============ === === ============ -------- * Sum of all other countries each of which individually has an aggregate market value of less than 5% of net assets. For a detailed presentation of securities by country classification, please refer to the Portfolio of Investments. The Fund's policy is to recognize transfers between Levels as of the end of the reporting period. Securities held at the beginning of the period currently valued at $59,409,703 were transferred from Level 2 to Level 1 due to foreign equity securities whose values were previously adjusted for fair value pricing procedures for foreign equity securities. There were no additional transfers between Levels during the reporting period. At the beginning and end of the reporting period, Level 3 investments in securities were not considered a material portion of the Fund. See Notes to Financial Statements 14 SUNAMERICA JAPAN FUND PORTFOLIO PROFILE -- SEPTEMBER 30, 2014 -- (UNAUDITED) SUNAMERICA JAPAN FUND PORTFOLIO PROFILE -- SEPTEMBER 30, 2014 -- (UNAUDITED) INDUSTRY ALLOCATION* Auto/Truck Parts & Equipment-Original.. 13.5% Auto-Cars/Light Trucks................. 8.5 Telephone-Integrated................... 6.0 Television............................. 5.5 Electronic Components-Misc............. 5.4 Banks-Commercial....................... 4.3 Insurance-Life/Health.................. 4.2 Diversified Banking Institutions....... 3.6 Repurchase Agreements.................. 3.4 E-Commerce/Products.................... 3.0 Brewery................................ 2.9 Non-Ferrous Metals..................... 2.9 Real Estate Management/Services........ 2.6 Chemicals-Diversified.................. 2.4 Electronic Measurement Instruments..... 2.4 Insurance-Property/Casualty............ 2.3 Machinery-Farming...................... 2.2 Machine Tools & Related Products....... 2.0 Real Estate Operations & Development... 1.9 Machinery-General Industrial........... 1.9 Transport-Marine....................... 1.7 Computers-Integrated Systems........... 1.6 Auto-Heavy Duty Trucks................. 1.6 Chemicals-Specialty.................... 1.5 Retail-Discount........................ 1.3 Steel-Specialty........................ 1.3 Photo Equipment & Supplies............. 1.2 Medical-Drugs.......................... 1.2 Cosmetics & Toiletries................. 1.1 Oil Companies-Exploration & Production. 1.1 Machinery-Electrical................... 1.1 Web Portals/ISP........................ 1.0 Steel-Producers........................ 0.9 Retail-Drug Store...................... 0.9 Capacitors............................. 0.9 Retail-Misc./Diversified............... 0.5 Travel Services........................ 0.4 ----- 100.2% ===== COUNTRY ALLOCATION* Japan................................... 96.8% United States........................... 3.4 Bermuda................................. 0.0 ----- 100.2% ===== -------- *Calculated as a percentage of net assets 15 VALUE SECURITY DESCRIPTION SHARES (NOTE 2) ------------------------------------------------------------------ COMMON STOCKS -- 96.8% AUTO-CARS/LIGHT TRUCKS -- 8.5% Daihatsu Motor Co., Ltd...................... 17,720 $ 281,291 Fuji Heavy Industries, Ltd................... 32,100 1,061,268 Honda Motor Co., Ltd......................... 17,000 589,013 Isuzu Motors, Ltd............................ 44,000 621,837 Mitsubishi Motors Corp....................... 72,000 873,782 ---------- 3,427,191 ---------- AUTO-HEAVY DUTY TRUCKS -- 1.6% Hino Motors, Ltd............................. 45,600 637,797 ---------- AUTO/TRUCK PARTS & EQUIPMENT-ORIGINAL -- 13.5% Aisin Seiki Co., Ltd......................... 21,167 763,305 Denso Corp................................... 23,850 1,099,264 KYB Co., Ltd................................. 169,500 763,465 NOK Corp..................................... 9,000 206,464 Sumitomo Electric Industries, Ltd............ 46,840 692,083 TACHI-S Co., Ltd............................. 20,644 298,531 Toyota Industries Corp....................... 16,380 791,557 TS Tech Co., Ltd............................. 33,020 802,656 ---------- 5,417,325 ---------- BANKS-COMMERCIAL -- 4.3% Shinsei Bank, Ltd............................ 379,000 812,081 Sumitomo Mitsui Financial Group, Inc......... 22,580 920,494 ---------- 1,732,575 ---------- BREWERY -- 2.9% Asahi Group Holdings, Ltd.................... 15,400 445,536 Kirin Holdings Co., Ltd...................... 55,200 733,064 ---------- 1,178,600 ---------- CAPACITORS -- 0.9% Mitsumi Electric Co., Ltd.................... 52,200 376,954 ---------- CHEMICALS-DIVERSIFIED -- 2.4% Mitsubishi Gas Chemical Co., Inc............. 153,000 975,127 ---------- CHEMICALS-SPECIALTY -- 1.5% Tokyo Ohka Kogyo Co., Ltd.................... 22,310 590,119 ---------- COMPUTERS-INTEGRATED SYSTEMS -- 1.6% OBIC Co., Ltd.+.............................. 17,850 637,994 ---------- COSMETICS & TOILETRIES -- 1.1% Pigeon Corp.................................. 3,600 203,838 Pola Orbis Holdings, Inc..................... 6,470 253,373 ---------- 457,211 ---------- DIVERSIFIED BANKING INSTITUTIONS -- 3.6% Mitsubishi UFJ Financial Group, Inc.......... 255,520 1,444,937 ---------- E-COMMERCE/PRODUCTS -- 3.0% Rakuten, Inc................................. 103,210 1,188,550 ---------- ELECTRONIC COMPONENTS-MISC. -- 5.4% Anritsu Corp................................. 71,300 544,136 Japan Display, Inc.+......................... 79,400 382,973 Toshiba Corp................................. 267,000 1,237,196 ---------- 2,164,305 ---------- ELECTRONIC MEASUREMENT INSTRUMENTS -- 2.4% Yokogawa Electric Corp....................... 73,000 959,799 ---------- VALUE SECURITY DESCRIPTION SHARES (NOTE 2) ------------------------------------------------------------------ INSURANCE-LIFE/HEALTH -- 4.2% Sony Financial Holdings, Inc................. 49,780 $ 805,195 T&D Holdings, Inc............................ 67,425 865,905 ---------- 1,671,100 ---------- INSURANCE-PROPERTY/CASUALTY -- 2.3% Tokio Marine Holdings, Inc................... 29,800 924,500 ---------- MACHINE TOOLS & RELATED PRODUCTS -- 2.0% DMG Mori Seiki Co., Ltd...................... 61,900 793,539 ---------- MACHINERY-ELECTRICAL -- 1.1% Mitsubishi Electric Corp..................... 31,930 425,200 ---------- MACHINERY-FARMING -- 2.2% Kubota Corp.................................. 55,300 873,556 ---------- MACHINERY-GENERAL INDUSTRIAL -- 1.9% Makino Milling Machine Co., Ltd.............. 104,460 772,437 ---------- MEDICAL-DRUGS -- 1.2% Takeda Pharmaceutical Co., Ltd............... 11,100 482,560 ---------- MISCELLANEOUS MANUFACTURING -- 0.0% Peace Mark Holdings, Ltd.+(1)(2)............. 8,000 0 ---------- NON-FERROUS METALS -- 2.9% Mitsubishi Materials Corp.................... 362,000 1,171,735 ---------- OIL COMPANIES-EXPLORATION & PRODUCTION -- 1.1% Inpex Corp................................... 30,600 432,320 ---------- PHOTO EQUIPMENT & SUPPLIES -- 1.2% FUJIFILM Holdings Corp....................... 15,820 486,104 ---------- REAL ESTATE MANAGEMENT/SERVICES -- 2.6% Mitsubishi Estate Co., Ltd................... 45,680 1,028,138 ---------- REAL ESTATE OPERATIONS & DEVELOPMENT -- 1.9% Leopalace21 Corp.+........................... 142,900 784,370 ---------- RETAIL-DISCOUNT -- 1.3% Don Quijote Holdings Co., Ltd................ 9,100 521,897 ---------- RETAIL-DRUG STORE -- 0.9% Tsuruha Holdings, Inc........................ 6,800 378,208 ---------- RETAIL-MISC./DIVERSIFIED -- 0.5% Ryohin Keikaku Co., Ltd...................... 1,725 205,569 ---------- STEEL-PRODUCERS -- 0.9% Yamato Kogyo Co., Ltd........................ 11,400 380,433 ---------- STEEL-SPECIALTY -- 1.3% Hitachi Metals, Ltd.......................... 28,500 513,481 ---------- TELEPHONE-INTEGRATED -- 6.0% KDDI Corp.................................... 19,100 1,148,177 Nippon Telegraph & Telephone Corp............ 12,570 781,764 SoftBank Corp................................ 6,900 483,739 ---------- 2,413,680 ---------- TELEVISION -- 5.5% Nippon Television Holdings, Inc.............. 80,150 1,223,352 TV Asahi Holdings Corp....................... 63,560 1,002,587 ---------- 2,225,939 ---------- TRANSPORT-MARINE -- 1.7% Mitsui OSK Lines, Ltd........................ 221,139 705,709 ---------- 16 SUNAMERICA JAPAN FUND PORTFOLIO OF INVESTMENTS -- SEPTEMBER 30, 2014 SUNAMERICA JAPAN FUND PORTFOLIO OF INVESTMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) VALUE SECURITY DESCRIPTION SHARES (NOTE 2) ----------------------------------------------------------------------- COMMON STOCKS (CONTINUED) TRAVEL SERVICES -- 0.4% HIS Co., Ltd................................. 6,100 $ 162,574 ----------- WEB PORTALS/ISP -- 1.0% Yahoo Japan Corp............................. 102,100 388,199 ----------- TOTAL LONG-TERM INVESTMENT SECURITIES (cost $38,919,111).......................... 38,929,732 ----------- REPURCHASE AGREEMENT -- 3.4% Agreement with State Street Bank & Trust bearing interest at 0.00% dated 09/30/2014 to be repurchased 10/01/2014 in the amount of $1,381,000 and collateralized by $1,525,000 of Federal Home Loan Mtg. Corp. Notes bearing interest at 2.00% due 01/30/2023 and having an approximate value of $1,413,192 (cost $1,381,000)............. $1,381,000 1,381,000 ----------- TOTAL INVESTMENTS (cost $40,300,111)(3)....................... 100.2% 40,310,732 Liabilities in excess of other assets.......... (0.2) (96,245) ---------- ----------- NET ASSETS 100.0% $40,214,487 ========== =========== -------- + Non-income producing security (1)Fair valued security. Securities are classified as Level 3 based on the securities valuation inputs; see Note 2. (2)Illiquid security. At September 30, 2014, the aggregate value of these securities was $0 representing 0.0% of net assets. (3)See Note 5 for cost of investments on a tax basis. The following is a summary of the inputs used to value the Fund's net assets as of September 30, 2014 (see Note 2): LEVEL 1 -- UNADJUSTED LEVEL 2 -- OTHER LEVEL 3 -- SIGNIFICANT QUOTED PRICES OBSERVABLE INPUTS UNOBSERVABLE INPUTS TOTAL - --------------------- ----------------- ---------------------- ----------- ASSETS: LONG-TERM INVESTMENT SECURITIES: Common Stock: Auto-Cars/Light Trucks................. $ 3,427,191 $ -- $-- $ 3,427,191 Auto/Truck Parts & Equipment-Original.. 5,417,325 -- -- 5,417,325 Electronic Components-Misc............. 2,164,305 -- -- 2,164,305 Miscellaneous Manufacturing............ -- -- 0 0 Telephone-Integrated................... 2,413,680 -- -- 2,413,680 Television............................. 2,225,939 -- -- 2,225,939 Other Industries*...................... 23,281,292 -- -- 23,281,292 Repurchase Agreement...................... -- 1,381,000 -- 1,381,000 ----------- ---------- --- ----------- Total..................................... $38,929,732 $1,381,000 $ 0 $40,310,732 =========== ========== === =========== -------- * Sum of all other industries each of which individually has an aggregate market value of less than 5% of net assets. For a detailed presentation of securities by industry classification, please refer to the Portfolio of Investments. The Fund's policy is to recognize transfers between Levels as of the end of the reporting period. Securities held at the beginning of the period currently valued at $16,317,306 were transferred from Level 2 to Level 1 due to foreign equity securities whose values were previously adjusted for fair value pricing procedures for foreign equity securities. There were no additional transfers between Levels during the reporting period. At the beginning and end of the reporting period, Level 3 investments in securities were not considered a material portion of the Fund. See Notes to Financial Statements 17 SUNAMERICA EQUITY FUNDS NOTES TO FINANCIAL STATEMENTS -- SEPTEMBER 30, 2014 Note 1. Organization SunAmerica Equity Funds is registered under the Investment Company Act of 1940, as amended (the "1940 Act") as an open-end management investment company and was organized as a Massachusetts business trust (the "Trust" or "Equity Funds") on June 18, 1986. It currently consists of two different funds (each, a "Fund" and collectively, the "Funds"). Each Fund is a separate series of the Trust with a distinct objective and/or strategy. Each Fund is advised and/or managed by SunAmerica Asset Management, LLC (the "Adviser" or "SunAmerica"). An investor may invest in one or more of the following Funds: SunAmerica International Dividend Strategy Fund ("International Dividend Strategy Fund") or SunAmerica Japan Fund ("Japan Fund"). On October 28, 2013 the SunAmerica Value Fund was reorganized into SunAmerica Focused Alpha Large Cap Fund, a series of SunAmerica Specialty Series. The Funds are considered to be separate entities for financial and tax reporting purposes. The investment objective and principal investment techniques for each of the Funds are as follows: INTERNATIONAL DIVIDEND STRATEGY FUND seeks total return by employing a "buy and hold" strategy to identify approximately 50 to 100 high dividend yielding equity securities selected annually from the MSCI ACWI ex-U.S. Index. At least 80% of the Fund's net assets, plus any borrowing for investment purposes, will be invested in dividend yielding equity securities. JAPAN FUND seeks long-term capital appreciation by active trading of securities of Japanese issuers and other investments that are tied economically to Japan ("Japanese companies"). Under normal circumstances, at least 80% of the Fund's net assets, plus any borrowings for investment purposes, will be invested in Japanese companies. Each Fund is organized as a "diversified" fund within the meaning of the 1940 Act. Each Fund offers multiple classes of shares. The classes within each Fund are presented in the Statement of Assets and Liabilities. The cost structure for each class is as follows: Class A shares are offered at net asset value per share plus an initial sales charge. Additionally, purchases of Class A shares in amounts $1,000,000 or more will be purchased at net asset value but will be subject to a contingent deferred sales charge on redemptions made within two years of purchase. Class B shares are offered without an initial sales charge, although a declining contingent deferred sales charge may be imposed on redemptions made within six years of purchase. Class B shares of each Fund convert automatically to Class A shares approximately eight years after purchase of such Class B shares and at such time will be subject to the lower distribution fee applicable to Class A shares. Class C shares are offered at net asset value per share without an initial sales charge, although may be subject to a contingent deferred sales charge on redemptions made within 12 months of purchase. Class I shares are closed to new purchases, however, existing investors may continue to purchase shares through reinvestments of dividends and capital gains distributions. Each class of shares bears the same voting, dividend, liquidation and other rights and conditions, except as may otherwise be provided in the Trust's registration statement. Class A, Class B and Class C shares each make distribution and account maintenance fee payments under the distribution plans pursuant to Rule 12b-1 under the 1940 Act, except that Class B and Class C shares are subject to higher distribution fee rates. Class I shares have not adopted a 12b-1 plan and make no payments thereunder, however, Class I shares pay a service fee to the Funds' distributor for providing administrative and shareholder services. INDEMNIFICATIONS: Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, pursuant to Indemnification Agreements between the Trust and each of the current trustees who is not an "interested person," as defined in Section 2(a)(19) of the 1940 Act, of the Trust (collectively, the "Disinterested Trustees"), the Trust provides the Disinterested Trustees with a limited indemnification against liabilities arising out of the performance of their duties to the Trust, whether such liabilities are asserted during or after their service as trustees. In addition, in the normal course of business the Trust enters into contracts that contain the obligation to 18 SUNAMERICA EQUITY FUNDS NOTES TO FINANCIAL STATEMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) indemnify others. The Trust's maximum exposure under these arrangements is unknown. Currently, however, the Trust 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 those estimates and those differences could be significant. The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements: SECURITY VALUATION: In accordance with the authoritative guidance on fair value measurements and disclosures under GAAP, the Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. In accordance with GAAP, fair value is defined as the price that the Funds would receive upon selling an asset or transferring a liability in a timely transaction to an independent third party in the principal or most advantageous market. GAAP established a three-tier hierarchy to provide more transparency around the inputs used to measure fair value and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tiers are as follows: Level 1 -- Unadjusted quoted prices in active markets for identical securities Level 2 -- Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the Board of Trustees ("the Board") , etc.) Level 3 -- Significant unobservable inputs (includes inputs that reflect the Funds' own assumptions about the assumptions market participants would use in pricing the security, developed based on the best information available under the circumstances) Changes in valuation techniques may result in transfers in or out of an investment's assigned Level within the hierarchy. The methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to each security. The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is recently issued and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The summary of inputs used to value the Funds' net assets as of September 30, 2014 are reported on a schedule following the Portfolio of Investments. Stocks are generally valued based upon closing sales prices reported on recognized securities exchanges on which the securities are principally traded and are generally categorized as Level 1. Stocks listed on the NASDAQ are valued using the NASDAQ Official Closing Price ("NOCP"). Generally, the NOCP will be the last sale price unless the reported trade for the stock is outside the range of the bid/ask price. In such cases, the NOCP will be normalized to the nearer of the bid or ask price. For listed securities having no sales reported and for unlisted securities, such securities will be valued based upon the last reported bid price. As of the close of regular trading on the New York Stock Exchange ("NYSE"), securities traded primarily on security exchanges outside the United States are valued at the last sale price on such exchanges on the day of valuation, or if there is no sale on the 19 SUNAMERICA EQUITY FUNDS NOTES TO FINANCIAL STATEMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) day of valuation, at the last-reported bid price. If a security's price is available from more than one exchange, the Funds use the exchange that is the primary market for the security. However, depending on the foreign market, closing prices may be up to 15 hours old when they are used to price the Fund's shares, and the Fund may determine that certain closing prices do not reflect the fair value of the security. This determination will be based on review of a number of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. If a Fund determines that closing prices do not reflect the fair value of the securities, the Fund will adjust the previous closing prices in accordance with pricing procedures approved by the Board to reflect what it believes to be the fair value of the securities as of the close of regular trading on the NYSE. The Funds may also fair value securities in other situations, for example, when a particular foreign market is closed but a Fund is open. For foreign equity securities and foreign equity futures contracts, the Funds use an outside pricing service to provide it with closing market prices and information used for adjusting those prices and when so adjusted, such securities and futures are generally categorized as Level 2. Bonds, debentures, other long-term debt securities, and short term debt securities with maturities in excess of 60 days, are valued at evaluated bid prices obtained for the day of valuation from a Board-approved pricing service, and are generally categorized as Level 2. The pricing service may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate, and maturity date, option adjusted spreads models, prepayments projections, interest rate spreads, and yield curves to determine current value. If a price is unavailable from a Board-approved pricing service, the securities may be priced at the mean of two independent quotes obtained from brokers. Short-term securities with 60 days or less to maturity are amortized to maturity based on their cost to the Fund if acquired within 60 days of maturity or, if already held by the Fund on the 60th day, are amortized to maturity based on the value determined on the 61st day, and are generally categorized as Level 2. Investments in registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded. Registered investment companies are generally categorized as Level 1. Other securities are valued on the basis of last sale or bid price (if a last sale price is not available) which is, in the opinion of the Adviser, the broadest and most representative market, that may be either a securities exchange or over-the-counter market and are generally categorized as Level 1 or Level 2. The Board is responsible for the share valuation process and has adopted policies and procedures (the "PRC Procedures") for valuing the securities and other assets held by the Funds, including procedures for the fair valuation of securities and other assets for which market quotations are not readily available or are unreliable. The PRC Procedures provide for the establishment of a pricing review committee, which is responsible for, among other things, making certain determinations in connection with the Trust's fair valuation procedures. Securities for which market quotations are not readily available or the values of which may be significantly impacted by the occurrence of developments or significant events are generally categorized as Level 3. There is no single standard for making fair value determinations, which may result in prices that vary from those of other funds. MASTER AGREEMENTS: The Funds have entered into Master Repurchase Agreements ("Master Agreements") with certain counterparties that govern repurchase agreement transactions. The Master Agreements may contain provisions regarding, among other things, the parties' general obligations, representations, agreements, collateral requirements and events of default. Collateral can be in the form of cash or securities as agreed to by the Funds and applicable counterparty. The Master Agreements typically specify certain standard termination events, such as failure of a party to pay or deliver, credit support defaults and other events of default. Upon the occurrence of an event of default, the other party may elect to terminate early and cause settlement of all repurchase agreement transactions outstanding pursuant to a particular Master Agreement, including the payment of any losses and costs resulting from such early termination, as reasonably determined by the terminating party. Any decision by one or more of the Funds' counterparties to elect early termination could cause the Funds to accelerate the payment of liabilities. Typically, the Master Agreement will permit a single net payment in the event of default. Note, however, that bankruptcy or 20 SUNAMERICA EQUITY FUNDS NOTES TO FINANCIAL STATEMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events. As of September 30, 2014, the repurchase agreements held by the Funds are subject to master netting agreements. See the Portfolio of Investments and Notes to the Financial Statements for more information about a Fund's holdings in repurchase agreements. REPURCHASE AGREEMENTS: The Funds, along with other affiliated registered investment companies, pursuant to procedures adopted by the Board and applicable guidance from the Securities and Exchange Commission ("SEC"), may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which is invested in one or more repurchase agreements collateralized by U.S. Treasury or federal agency obligations. In a repurchase agreement, the seller of a security agrees to repurchase the security at a mutually agreed-upon time and price, which reflects the effective rate of return for the term of the agreement. For repurchase agreements and joint repurchase agreements, the Trusts' custodian takes possession of the collateral pledged for investments in such repurchase agreements ("repo" or collectively "repos"). The underlying collateral is valued daily on a mark to market basis, plus accrued interest to ensure that the value, at the time the agreement is entered into, is equal to at least 102% of the repurchase price, including accrued interest. 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 Trust may be delayed or limited. SECURITIES TRANSACTIONS, INVESTMENT INCOME, EXPENSES, DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Security transactions are recorded on a trade date basis. Realized gains and losses on the sale of investments are calculated on the identified cost basis. For financial statement purposes, the Funds amortize all premiums and accrete all discounts on fixed income securities. Interest income is accrued daily from settlement date except when collection is not expected. Dividend income is recorded on the ex-dividend date except for certain dividends from foreign securities, which are recorded as soon as the Trust is informed after the ex-dividend date. Funds which earn foreign income and capital gains may be subject to foreign withholding taxes and capital gains taxes at various rates. Under applicable foreign law, a withholding of tax may be imposed on interest, dividends, and capital gains from the sale of foreign securities at various rates. Net investment income, expenses 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 current capital shares activity of the respective class). Expenses common to all Funds, not directly related to individual Funds are allocated among the Funds based upon relative net assets or other appropriate allocation methods. In all other respects, expenses are charged to each Fund as incurred on a specific identification basis. Dividends from net investment income, if any, are normally paid quarterly for the International Dividend Strategy Fund. The Japan Fund pays annually. Capital gain distributions, if any, are paid annually. Each of the Funds reserves the right to declare and pay dividends less frequently than disclosed above, provided that the net realized capital gains and net investment income, if any, are paid at least annually. The Funds record dividends and distributions to their shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined and presented in accordance with federal income tax regulations, which may differ from GAAP. 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 assets are not affected by these reclassifications. Each Fund is considered a separate entity for tax purposes and 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 capital gains on investments, to its shareholders. Each Fund also intends to distribute sufficient net investment income and net 21 SUNAMERICA EQUITY FUNDS NOTES TO FINANCIAL STATEMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) capital gains, if any, so that each Fund will not be subject to excise tax on undistributed income and gains. Therefore, no federal income tax or excise tax provision is required. Each Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained, assuming examination by tax authorities. Management has analyzed each Fund's tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2011 - 2013 or expected to be taken in each Fund's 2014 tax return. The Funds are not aware of any tax provisions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Funds file U.S. federal and certain state income tax returns. With few exceptions, the Funds are no longer subject to U.S. federal and state tax examinations by tax authorities for tax returns ending before 2011. FOREIGN CURRENCY TRANSLATION: The books and records of the Funds are maintained in U.S. dollars. Assets and liabilities denominated in foreign currencies and commitments under forward foreign currency contracts are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Funds do not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in the market prices of securities held at the end of the year. Similarly, the Funds do not isolate the effect of changes in foreign exchange rates from the changes in the market prices of portfolio securities sold during the year. Realized foreign exchange gains and losses on other assets and liabilities and change in unrealized foreign exchange gains and losses on other assets and liabilities located in the Statements of Operations include realized foreign exchange gains and losses from currency gains or losses between the trade and the settlement dates of securities transactions, the difference between the amounts of interest, dividends and foreign withholding taxes recorded on the Funds' books and the U.S. dollar equivalent amounts actually received or paid and changes in the unrealized foreign exchange gains and losses relating to the other assets and liabilities arising as a result of changes in the exchange rates. NEW ACCOUNTING PRONOUNCEMENTS: In December 2011 the FASB issued Accounting Standards Update ("ASU") No. 2011-11 "Disclosures about Offsetting Assets and Liabilities, which was subsequently clarified in FASB ASU 2013-01 "Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities" which was issued January 2013. The amended Standard requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The new and revised disclosures are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. All required changes to accounting policies have been made in accordance with ASU No. 2011-11 and 2013-01. Note 3. Investment Advisory and Management Agreement, Distribution Agreement and Service Agreement The Trust, on behalf of each Fund, has an Investment Advisory and Management Agreement (the "Agreement") with SunAmerica. Under the Agreement, SunAmerica provides continuous supervision of a Fund's portfolio and administers its corporate affairs, subject to general review by the Trustees. In connection therewith, SunAmerica furnishes the Funds with office facilities, maintains certain of the Funds' books and records, and pays the salaries and expenses of all personnel, including officers of the Funds who are employees of SunAmerica and its affiliates. The Funds pay SunAmerica a monthly investment advisory and management fee calculated daily at the following annual percentages of each Fund's average daily net assets: MANAGEMENT FUND FEES ---- ---------- International Dividend Strategy Fund+. 1.00% Japan Fund............................ 1.15 22 -------- + Pursuant to a Fee Waiver Agreement, SunAmerica was contractually obligated to waive its advisory fee so that the aggregate advisory fee payable by the Fund to SunAmerica did not exceed an annual rate of 0.95% of average daily net assets. For the year ended September 30, 2014, the amount of the advisory fees waived were $23,391. These amounts are reflected in the Statement of Operations. Effective January 31, 2014, this Fee Waiver Agreement terminated pursuant to its terms. SUNAMERICA EQUITY FUNDS NOTES TO FINANCIAL STATEMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) For the year ended September 30, 2014, SunAmerica earned fees in the amounts stated in the Statement of Operations. The Japan Fund is subadvised by Wellington Management Company, LLP ("Wellington Management") pursuant to a subadvisory agreement with SunAmerica. Wellington Management receives an annual fee of 0.45% of average daily net assets of the Japan Fund, which is paid by SunAmerica. In addition, Wellington Management had agreed to voluntarily waive 50% or 0.225% of the subadvisory fee payable to it by SunAmerica. Effective June 1, 2014, Wellington Management discontinued this voluntary fee waiver. SunAmerica has contractually agreed to waive fees or reimburse expenses to the extent necessary to cap the Funds' annual fund operating expenses at the following percentages of each Class's average daily net assets. For the purposes of waived fee and/or reimbursed expense calculations, annual fund operating expenses shall not include extraordinary expenses, as determined under generally accepted accounting principles, such as litigation, or acquired fund fees and expenses, brokerage commissions and other transactional expenses relating to the purchase and sale of portfolio securities, interest, taxes governmental fees and other expenses not incurred in the ordinary course of the Funds' business. The contractual fee waivers and expense reimbursements will continue in effect indefinitely unless terminated by the Trustees, including a majority of the Disinterested Trustees. FUND PERCENTAGE --------------- International Dividend Strategy Fund Class A. 1.90% International Dividend Strategy Fund Class B. 2.55 International Dividend Strategy Fund Class C. 2.55 International Dividend Strategy Fund Class I. 1.80 Japan Fund Class A........................... 1.90 Japan Fund Class B........................... 2.55 Japan Fund Class C........................... 2.55 Any contractual waivers and/or reimbursements made by SunAmerica are subject to recoupment from the Funds within two years after the occurrence of the waiver and/or reimbursement, provided that the Funds are able to effect such payments to SunAmerica and remain in compliance with the expense limitations in effect at the time the waivers and/or reimbursements were made. For the year ended September 30, 2014, pursuant to the contractual expense limitations referred to above, SunAmerica has waived or reimbursed expenses as follows: OTHER EXPENSES FUND REIMBURSED ---- -------------- Japan Fund................................... $16,387 FUND AMOUNT ---- -------------- International Dividend Strategy Fund Class A. $ 6,467 International Dividend Strategy Fund Class B. 7,910 International Dividend Strategy Fund Class C. 5,661 International Dividend Strategy Fund Class I. -- Japan Fund Class A........................... 71,156 Japan Fund Class B........................... 19,365 Japan Fund Class C........................... 24,375 For the year ended September 30, 2014, the amounts recouped by SunAmerica are as follows: OTHER EXPENSES FUND RECOUPED ---- -------------- International Dividend Strategy Fund......... $ 51,925 FUND AMOUNT ---- -------------- International Dividend Strategy Fund Class A. $101,628 International Dividend Strategy Fund Class B. 1,370 International Dividend Strategy Fund Class C. 18,108 International Dividend Strategy Fund Class I. 624 Japan Fund Class A........................... 2,821 23 SUNAMERICA EQUITY FUNDS NOTES TO FINANCIAL STATEMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) At September 30, 2014, expenses previously waived and/or reimbursed by SunAmerica that remain subject to recoupment and expire during the time periods indicated are as follows: OTHER EXPENSES REIMBURSED ------------------------------------- FUND SEPTEMBER 30, 2015 SEPTEMBER 30, 2016 ---- ------------------ ------------------ Japan Fund............................... $58,268 $16,387 CLASS SPECIFIC EXPENSES REIMBURSED ------------------------------------- FUND SEPTEMBER 30, 2015 SEPTEMBER 30, 2016 ---- ------------------ ------------------ International Dividend Strategy Fund Class A................................. $ -- $ 6,467 International Dividend Strategy Fund Class B................................. 19,805 7,910 International Dividend Strategy Fund Class C................................. 26,135 5,661 International Dividend Strategy Fund Class I................................. -- -- Japan Fund Class A....................... 62,143 71,156 Japan Fund Class B....................... 12,355 19,365 Japan Fund Class C....................... 14,362 24,375 The Trust, on behalf of each Fund, has entered into a Distribution Agreement with AIG Capital Services, Inc.* ("ACS" or the "Distributor"), an affiliate of the Adviser. Each Fund has adopted a Distribution Plan on behalf of each class of shares (other than Class I shares) (each a "Plan" and collectively, the "Plans") in accordance with the provisions of Rule 12b-1 under the 1940 Act, hereinafter referred to as the "Class A Plan," "Class B Plan" and "Class C Plan." In adopting the Plans, the Trustees 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. Under the Class A Plan, Class B Plan and Class C Plan, the Distributor receives a distribution fee from a Fund at an annual rate of 0.10%, 0.75% and 0.75%, respectively, of the average daily net assets of the Fund's Class A, Class B and Class 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 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 each Class' Plan may exceed the Distributor's distribution costs as described above. The Plans provide that the Class A, Class B and Class C shares of each Fund will pay the Distributor an account maintenance fee up to an annual rate of 0.25% of the aggregate average daily net assets of such class of shares for payments to compensate the Distributor and certain securities firms for account maintenance activities. Accordingly, for the year ended September 30, 2014, ACS received fees (see Statement of Operations) based upon the aforementioned rates. In addition, ACS is paid a fee of 0.25% of average daily net assets of Class I shares in connection with providing administrative and shareholder services to Class I shareholders. For the year ended September 30, 2014, ACS earned fees (see Statement of Operations) based upon the aforementioned rates. ACS receives sales charges on each Fund's Class A shares, portions of which are reallocated to affiliated broker-dealers and non-affiliated broker-dealers. ACS also receives the proceeds of contingent deferred sales charges paid by investors in connection with certain redemptions of each Fund's Class A, Class B and Class C shares. ACS has advised the funds that for the year ended September 30, 2014, the proceeds received from sales (and paid out to affiliated and non-affiliated broker-dealers) and redemptions are as follows: CLASS A CLASS B CLASS C ---------------------------------------------------- ------------- ------------- CONTINGENT CONTINGENT CONTINGENT SALES AFFILIATED NON-AFFILIATED DEFERRED DEFERRED DEFERRED FUND CHARGES BROKER-DEALERS BROKER-DEALERS SALES CHARGES SALES CHARGES SALES CHARGES ---- -------- -------------- -------------- ------------- ------------- ------------- International Dividend Strategy Fund................ $599,584 $58,389 $447,542 $47,026 $9,410 $6,547 Japan Fund.................... 246,246 5,229 202,305 3,971 25 1,644 24 -------- * Effective February 28, 2014, SunAmerica Capital Services, Inc. changed its name to AIG Capital Services, Inc. SUNAMERICA EQUITY FUNDS NOTES TO FINANCIAL STATEMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) The Trust has entered into a Service Agreement with SunAmerica Fund Services, Inc. ("SAFS"), an affiliate of the Adviser. Under the Service Agreement, SAFS performs certain shareholder account functions by assisting the Funds' transfer agent, State Street Bank and Trust Company, in connection with the services that it offers to the shareholders of the Funds. Pursuant to the Service Agreement, the Funds pay a fee to SAFS for services rendered based upon an annual rate of 0.22% of average daily net assets. For the year ended September 30, 2014, the Funds incurred the following expenses which are included in transfer agent fees payable in the Statement of Asset and Liabilities and in transfer agent fees and expenses in the Statement of Operations to compensate SAFS pursuant to the terms of the Service Agreement. EXPENSE PAYABLE AT SEPTEMBER 30, 2014 -------------------------------- ------------------------------- FUND CLASS A CLASS B CLASS C CLASS I CLASS A CLASS B CLASS C CLASS I ---- -------- ------- ------- ------- ------- ------- ------- ------- International Dividend Strategy Fund. $278,916 $16,077 $73,697 $1,441 $29,676 $1,610 $8,319 $82 Japan Fund........................... 63,368 736 6,817 -- 5,826 61 759 -- At September 30, 2014, the following affiliates owned a percentage of the outstanding shares of the following funds: Focused Multi-Asset Strategy Portfolio and Focused Balanced Strategy Portfolio owned 8% and 6%, respectively, of the SunAmerica International Dividend Strategy Fund; Focused Multi-Asset Strategy Portfolio and Focused Balanced Strategy Portfolio owned 40% and 9%, respectively, of the Japan Fund. Note 4. Purchases and Sales of Investment Securities The cost of purchases and proceeds from sales and maturities of long-term investments during the year ended September 30, 2014 were as follows: INTERNATIONAL DIVIDEND STRATEGY FUND JAPAN FUND ----------------- ----------- Purchases (excluding U.S. government securities)... $240,148,004 $46,232,013 Sales (excluding U.S. government securities) ...... 131,413,032 35,238,816 Purchase of U.S. government securities ............ -- -- Sales and maturities of U.S. government securities. -- -- Note 5. Federal Income Taxes The following details the tax basis of 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, investments in passive foreign investment companies, deferred compensation payments, foreign taxes payable and derivative transactions. FOR THE YEAR ENDED SEPTEMBER 30, 2014 ------------------------------------------------------------------ DISTRIBUTABLE EARNINGS TAX DISTRIBUTIONS ---------------------------------------- ------------------------ LONG-TERM UNREALIZED ORDINARY GAINS/CAPITAL APPRECIATION ORDINARY LONG-TERM INCOME LOSS CARRYOVER (DEPRECIATION)* INCOME CAPITAL GAINS ---------- -------------- --------------- ---------- ------------- International Dividend Strategy Fund. $ 402,718 $(95,426,863) $(11,750,768) $5,291,172 $ -- Japan Fund........................... 2,692,598 364,693 (329,621) 1,911,294 823,377 -------- * Unrealized appreciation (depreciation) includes amounts for derivatives and other assets and liabilities denominated in foreign currency. TAX DISTRIBUTIONS FOR THE YEAR ENDED SEPTEMBER 30, 2013 ------------------------ ORDINARY LONG-TERM INCOME CAPITAL GAINS ---------- ------------- International Dividend Strategy Fund. $4,117,355 $ -- Japan Fund........................... 480,821 -- 25 SUNAMERICA EQUITY FUNDS NOTES TO FINANCIAL STATEMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) The amounts of aggregate unrealized gain (loss) and the cost of investment securities for federal income tax purposes, including short-term securities and repurchase agreements, were as follows at September 30, 2014: INTERNATIONAL DIVIDEND STRATEGY FUND JAPAN FUND ------------- ----------- Cost (tax basis)........................... $229,015,684 $40,636,562 ============ =========== Appreciation............................... 9,034,647 1,744,411 Depreciation............................... (20,592,604) (2,070,241) ------------ ----------- Net unrealized appreciation (depreciation). $(11,557,957) $ (325,830) ============ =========== For the year ended September 30, 2014, the reclassifications arising from book/tax differences resulted in increases (decreases) that were primarily due to disposition of passive foreign investment companies securities, and foreign currency transactions to the components of net assets as follows: ACCUMULATED ACCUMULATED UNDISTRIBUTED NET UNDISTRIBUTED NET FUND INVESTMENT INCOME (LOSS) REALIZED GAIN (LOSS) CAPITAL PAID-IN ---- ------------------------ -------------------- --------------- International Dividend Strategy Fund. $(480,143) $480,143 $-- Japan Fund........................... 551,609 (551,609) -- For Federal income tax purposes, the Funds indicated below have capital loss carryforwards, which expire in the year indicated, as of September 30, 2014, which are available to offset future capital gains, if any: FUND CAPITAL LOSS CARRYFORWARD+ UNLIMITED+ ---- ----------------------------------------------- ---------------- 2015 2016 2017 2018 ST LT ----------- ----------- ----------- ----------- ---------- ----- International Dividend Strategy Fund*. $31,528,888 $25,210,425 $16,578,456 $19,381,525 $2,727,569 $ -- Japan Fund............................ -- -- -- -- -- -- -------- + On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the "Act") was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes are generally effective for taxable years beginning after the date of enactment. Under the Act, the fund will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses rather than being considered all short-term as under previous law. * The capital loss carryforwards include realized capital losses from the acquisition of other funds. Certain losses may be subject to annual limitations imposed by the Internal Revenue Code. Therefore, it is possible that not all of the capital losses will be available for use. As of September 30, 2014, based on current tax law, the International Dividend Strategy Fund has $0 of capital losses that will not be available for use. The Funds indicated below utilized capital loss carryforwards, which offset net taxable gains realized in the current year ended September 30, 2014. CAPITAL LOSS CARRYFORWARD FUND UTILIZED ---- ------------ International Dividend Strategy Fund. $5,655,349 Japan Fund........................... -- 26 SUNAMERICA EQUITY FUNDS NOTES TO FINANCIAL STATEMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) Note 6. Capital Share Transactions Transactions in capital shares of each class of each Fund were as follows: INTERNATIONAL DIVIDEND STRATEGY FUND ------------------------------------------------------------------------------------------------ CLASS A CLASS B -------------------------------------------------- -------------------------------------------- FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED SEPTEMBER 30, 2014 SEPTEMBER 30, 2013 SEPTEMBER 30, 2014 SEPTEMBER 30, 2013 ------------------------ ------------------------ --------------------- --------------------- SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT ---------- ------------ ---------- ------------ -------- ----------- -------- ----------- Shares sold(1)(2)........ 10,141,651 $122,319,215 5,798,641 $ 64,710,792 706,588 $ 7,873,260 235,651 $ 2,417,773 Reinvested dividends..... 278,544 3,325,814 255,296 2,731,325 13,528 148,269 16,359 161,707 Shares redeemed(1)(2)(3). (4,515,532) (52,501,032) (2,342,145) (25,651,140) (478,112) (5,107,918) (138,911) (1,403,186) ---------- ------------ ---------- ------------ -------- ----------- -------- ----------- Net increase (decrease).. 5,904,663 $ 73,143,997 3,711,792 $ 41,790,977 242,004 $ 2,913,611 113,099 $ 1,176,294 ========== ============ ========== ============ ======== =========== ======== =========== INTERNATIONAL DIVIDEND STRATEGY FUND ------------------------------------------------------------------------------------------------ CLASS C CLASS I -------------------------------------------------- -------------------------------------------- FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED SEPTEMBER 30, 2014 SEPTEMBER 30, 2013 SEPTEMBER 30, 2014 SEPTEMBER 30, 2013 ------------------------ ------------------------ --------------------- --------------------- SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT ---------- ------------ ---------- ------------ -------- ----------- -------- ----------- Shares sold(1)(2)........ 2,566,050 $ 28,424,533 1,498,326 $ 15,393,857 -- $ -- -- $ -- Reinvested dividends..... 64,750 706,088 63,771 627,446 1,694 19,978 4,748 51,338 Shares redeemed(1)(2)(3). (524,134) (5,543,315) (444,666) (4,419,530) (67,379) (763,521) (19,146) (212,997) ---------- ------------ ---------- ------------ -------- ----------- -------- ----------- Net increase (decrease).. 2,106,666 $ 23,587,306 1,117,431 $ 11,601,773 (65,685) $ (743,543) (14,398) $ (161,659) ========== ============ ========== ============ ======== =========== ======== =========== -------- (1)For the year ended September 30, 2014, includes automatic conversion of 45,073 shares of Class B shares in the amount of $486,223 to 41,253 shares of Class A shares in the amount of $486,223. (2)For the year ended September 30, 2013, includes automatic conversion of 49,437 shares of Class B shares in the amount of $502,149 to 45,403 shares of Class A shares in the amount of $502,149. (3)For the year ended September 30, 2013, net of redemption fees of $13,719, $1,004, $3,582 and $244 for Class A, Class B, Class C and Class I shares, respectively. JAPAN FUND ------------------------------------------------------------------------------------- CLASS A CLASS B ----------------------------------------------- ------------------------------------ FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED SEPTEMBER 30, 2014 SEPTEMBER 30, 2013 SEPTEMBER 30, 2014 SEPTEMBER 30, 2013 ---------------------- ----------------------- ------------------ ---------------- SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT --------- ----------- ---------- ----------- ------- --------- ------ -------- Shares sold(1)(2)........ 2,116,814 $16,579,584 1,031,698 $ 7,749,168 58,674 $ 441,558 5,743 $ 41,942 Reinvested dividends..... 309,873 2,283,764 73,705 468,763 4,679 33,410 496 3,078 Shares redeemed(1)(2)(3). (966,612) (7,367,031) (1,241,592) (8,747,150) (27,265) (197,151) (7,663) (51,206) --------- ----------- ---------- ----------- ------- --------- ------ -------- Net increase (decrease).. 1,460,075 $11,496,317 (136,189) $ (529,219) 36,088 $ 277,817 (1,424) $ (6,186) ========= =========== ========== =========== ======= ========= ====== ======== JAPAN FUND ----------------------------------------------- CLASS C ----------------------------------------------- FOR THE YEAR ENDED FOR THE YEAR ENDED SEPTEMBER 30, 2014 SEPTEMBER 30, 2013 ---------------------- ----------------------- SHARES AMOUNT SHARES AMOUNT --------- ----------- ---------- ----------- Shares sold(1)(2)........ 435,837 $ 3,249,375 233,230 $ 1,735,449 Reinvested dividends..... 9,799 69,866 1,039 6,443 Shares redeemed(1)(2)(3). (117,582) (865,845) (21,622) (145,195) --------- ----------- ---------- ----------- Net increase (decrease).. 328,054 $ 2,453,396 212,647 $ 1,596,697 ========= =========== ========== =========== -------- (1)For the year ended September 30, 2014, includes automatic conversion of 4,388 shares of Class B shares in the amount of $32,062 to 4,236 shares of Class A shares in the amount of $32,062. (2)For the year ended September 30, 2013, includes automatic conversion of 1,472 shares of Class B shares in the amount of $10,020 to 1,428 shares of Class A shares in the amount of $10,020. (3)For the year ended September 30, 2013, net of redemption fees of $1,974, $19, and $43 for Class A, Class B, Class C shares, respectively. 27 SUNAMERICA EQUITY FUNDS NOTES TO FINANCIAL STATEMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) Note 7. Line of Credit The SunAmerica family of mutual funds has established a $75 million committed and a $50 million uncommitted line of credit with State Street Bank and Trust Company, the Funds' custodian. Interest is currently payable at the higher of the Federal Funds Rate plus 125 basis points or the overnight London Interbank Offered Rate plus 125 basis points on the committed line and State Street Bank and Trust Company's discretionary bid rate on the uncommitted line of credit. There is also a commitment fee of 15 basis points per annum on the daily unused portion of the committed line of credit and a one-time closing fee of 5 basis points on the uncommitted line of credit both of which are included in other expenses on the Statements of Operations. Prior to September 12, 2014, the commitment fee was 10 basis points per annum on the daily unused portion of the committed line of credit and there was no closing fee on the uncommitted line of credit. Borrowings under the line of credit will commence when the respective Fund's cash shortfall exceeds $100,000. For the year ended September 30, 2014, the following Funds had borrowings: AVERAGE WEIGHTED DAYS INTEREST DEBT AVERAGE FUND OUTSTANDING CHARGES UTILIZED INTEREST ---- ----------- -------- ---------- -------- International Dividend Strategy Fund. 10 $815 $2,187,865 1.34% Japan Fund........................... 7 178 681,787 1.34 At September 30, 2014, the following Fund has an outstanding borrowing: FUND AMOUNT ---- ---------- International Dividend Strategy Fund. $5,623,053 Note 8. Interfund Lending Agreement Pursuant to the exemptive relief granted by the SEC, the Funds are permitted to participate in an interfund lending program among investment companies advised by 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 year ended September 30, 2014, none of the Funds participated in this program. Note 9. Trustees' Retirement Plan The Board has adopted the SunAmerica Disinterested Trustees' and Directors' Retirement Plan (the "Retirement Plan") effective January 1, 1993, as amended, for the Disinterested Trustees. The Retirement Plan provides generally that a Disinterested Trustee may become a participant ("Participant") in the Retirement Plan if he or she has at least 10 years of consecutive service as a Disinterested Trustee of any of the adopting SunAmerica mutual funds (the "Adopting Funds") or has attained the age of 60 while a Trustee and completed five (5) consecutive years of service as a Trustee of any Adopting Fund (an "Eligible Trustee/Director"). Pursuant to the Retirement Plan, an Eligible Trustee may receive benefits upon (i) his or her death or disability while a Trustee or (ii) the termination of his or her tenure as a Trustee, other than removal for cause from each of the Adopting Funds with respect to which he or she is an Eligible Trustee. As of each of the first 10 birthdays after becoming a Participant and on which he or she is both a Trustee and Participant, each Eligible Trustee will be credited with an amount equal to 50% of his or her regular fees (excluding committee fees) for services as a Disinterested Trustee 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 Trustee'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 Trustee 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%. Effective December 3, 2008, the Retirement Plan was amended to, among other things, (1) freeze the Retirement Plan as to future accruals for active Participants as of December 31, 2008, (2) prohibit Disinterested Trustees from first becoming 28 SUNAMERICA EQUITY FUNDS NOTES TO FINANCIAL STATEMENTS -- SEPTEMBER 30, 2014 -- (CONTINUED) participants in the Retirement Plan after December 31, 2008 and (3) permit active Participants to elect to receive a distribution of their entire Retirement Plan account balance in 2009. The freeze on future accruals does not apply to Participants that have commenced receiving benefits under the Retirement Plan on or before December 31, 2008. The following amounts for the Retirement Plan Liabilities are included in the Trustees' fees and expenses payable line on the Statements of Assets and Liabilities and the amounts for the Retirement Plan Expenses are included in the Trustees' fees and expenses line on the Statements of Operations. RETIREMENT PLAN RETIREMENT PLAN RETIREMENT PLAN FUND LIABILITY EXPENSE PAYMENTS ---- --------------- --------------- --------------- AS OF SEPTEMBER 30, 2014 ----------------------------------------------- International Dividend Strategy Fund. $443 $12 $868 Note 10. Investment Concentration Each of the Funds invest internationally, including in "emerging market" countries. Emerging market securities involve risks not typically associated with investing in securities of issuers in more developed markets. The markets of emerging market countries are typically more volatile and potentially less liquid than more developed markets. Emerging market countries may have relatively unstable government and may present the risk of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies. These securities may be denominated in currencies other than U.S. dollars. When investing internationally, the value of the investment may be affected by fluctuating currency values, changing local and regional economic, political and social conditions, and greater market volatility. In addition, because the Japan Fund concentrates its investments in Japan, the Fund's performance is expected to be closely tied to social, political and economic conditions of that country. At September 30, 2014, the International Dividend Strategy Fund had 23.9%, 11.8% and 11.3% of its net assets invested in equity securities domiciled in Brazil, Taiwan and Thailand respectively, while the Japan Fund had 96.8% of its net assets invested in equity securities domiciled Japan. 29 SUNAMERICA EQUITY FUNDS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of the SunAmerica Equity Funds: In our opinion, the accompanying statements of assets and liabilities, including the portfolios of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of each of the two funds constituting the SunAmerica Equity Funds (the "Trust") at September 30, 2014, the results of each of their operations for the year then ended, the changes in each of their net assets for the two years then ended and the financial highlights for each of the five years then ended, 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 Trust'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 audits 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 September 30, 2014 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for our opinion expressed above. PricewaterhouseCoopers LLP Houston, Texas November 21, 2014 30 SUNAMERICA EQUITY FUNDS APPROVAL OF ADVISORY AGREEMENTS -- SEPTEMBER 30, 2014 -- (UNAUDITED) APPROVAL OF THE INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT AND SUBADVISORY AGREEMENT The Board of Trustees (the "Board," the members of which are referred to as "Trustees") of SunAmerica Equity Funds (the "Trust"), including the Trustees who are not "interested persons," as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act") (the "Independent Trustees"), of the Trust or its separate series (each, a "Fund," and collectively, the "Funds"), SunAmerica Asset Management, LLC ("SunAmerica") or Wellington Management Company, LLP (" the "Subadviser"), approved the continuation of the Investment Advisory and Management Agreement between the Trust, on behalf of the Funds, and SunAmerica (the "Advisory Agreement") for a one-year period ending June 30, 2015 at an in-person meeting held on June 3, 2014 (the "Meeting"). The Trust currently consists of the following two separate Funds: SunAmerica International Dividend Strategy Fund ("International Dividend Strategy Fund") and the SunAmerica Japan Fund ("Japan Fund"). At the Meeting, the Board, including the Independent Trustees, also approved the continuation of the Subadvisory Agreement between SunAmerica and the Subadviser with respect to the Japan Fund for a one-year period ending June 30, 2015 (the "Subadvisory Agreement," and together with the Advisory Agreement, the "Agreements"). In accordance with Section 15(c) of the 1940 Act, the Board requested, and SunAmerica and the Subadviser provided, materials relating to the Board's consideration of whether to approve the continuation of the Agreements. These materials included, among other things: (a) a summary of the services provided to the Funds by SunAmerica and its affiliates, and by the Subadviser; (b) information independently compiled and prepared by Lipper, Inc. ("Lipper"), an independent third-party provider of mutual fund data, on fees and expenses of the Funds, and the investment performance of the Funds as compared with a peer group of funds, along with fee and performance data with respect to the Funds and any other mutual funds or other accounts advised or subadvised by SunAmerica or the Subadviser with similar investment objectives and/or strategies, as applicable; (c) information on the profitability of SunAmerica, and its affiliates, and a discussion relating to indirect benefits; (d) information relating to economies of scale; (e) information about SunAmerica's general compliance policies and procedures and the services it provides in connection with its oversight of subadvisers; (f) information about SunAmerica's and the Subadviser's risk management processes; (g) information regarding brokerage and soft dollar practices; and (h) information about the key personnel of SunAmerica and its affiliates, and the Subadviser, that are involved in the investment management, administration, compliance and risk management activities with respect to the Funds, as well as current and projected staffing levels and compensation practices. In determining whether to approve the continuation of the Agreements, the Board, including Independent Trustees, considered at the Meeting, and from time to time as appropriate, factors that it deemed relevant, including the following information: NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY SUNAMERICA AND THE SUBADVISER. The Board, including the Independent Trustees, considered the nature, extent and quality of services provided by SunAmerica. The Board noted that the services include acting as investment manager and adviser to the Funds, managing the daily business affairs of the Funds, and obtaining and evaluating economic, statistical and financial information to formulate and implement investment policies. Additionally, the Board observed that SunAmerica provides office space, bookkeeping, accounting, legal, and compliance, clerical and administrative services and has authorized its officers and employees, if elected, to serve as officers or trustees of the Trust without compensation. The Board noted that SunAmerica is responsible for monitoring and reviewing the activities of affiliated and unaffiliated third-party service providers, including the Subadviser. In addition to the quality of the advisory services provided by SunAmerica, the Board considered the quality of the administrative and other services provided by SunAmerica to the Funds pursuant to the Advisory Agreement. In connection with the services provided by SunAmerica, the Board analyzed the structure and duties of SunAmerica's fund administration, accounting, operations, legal and compliance departments and concluded that they were adequate to meet the needs of the Funds. The Board also reviewed the personnel responsible for providing advisory services to the Funds and other key personnel of SunAmerica, in addition to current and projected staffing levels and compensation practices. The Board further considered certain strategic changes that SunAmerica had implemented with respect to its investment department, and concluded, based on their experience and interaction with SunAmerica, that: (i) SunAmerica would continue to be able to retain quality investment and other personnel; (ii) SunAmerica has exhibited a high level of diligence and attention to detail in carrying out its advisory and other responsibilities under the Advisory Agreement; (iii) SunAmerica has been responsive to requests of the Board; and (iv) SunAmerica has kept the Board apprised of developments relating to the Funds 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. 31 SUNAMERICA EQUITY FUNDS APPROVAL OF ADVISORY AGREEMENTS -- SEPTEMBER 30, 2014 -- (UNAUDITED) (CONTINUED) The Board also considered SunAmerica's reputation and long-standing relationship with the Funds and considered the benefit to shareholders of investing in funds that are part of a family of funds offering a variety of types of mutual funds and shareholder services. The Board considered SunAmerica's experience in providing management and investment advisory and administrative services to advisory clients and noted that as of March 31, 2014, SunAmerica managed, advised and/or administered approximately $66.7 billion in assets. In addition, the Board considered SunAmerica's code of ethics and its commitment to compliance generally and with respect to its management and administration of the Funds. The Board also considered SunAmerica's risk management processes. The Board further observed that SunAmerica has developed internal procedures for monitoring compliance with the investment objectives, policies and restrictions of the Funds as set forth in the Funds' prospectuses. The Board also reviewed SunAmerica's compliance and regulatory history and noted that there were no material legal, regulatory or compliance issues that would potentially impact SunAmerica from effectively serving as the investment adviser to the Funds. The Board also considered the nature, quality and extent of services provided by the Subadviser with respect to the Japan Fund. The Board observed that the Subadviser is responsible for providing day-to-day investment management services, including investment research, advice and supervision, and determining which securities will be purchased or sold by the Japan Fund, subject to the oversight and review of SunAmerica. The Board reviewed the Subadviser's history, structure, size, visibility and resources, which are needed to attract and retain highly qualified investment professionals. The Board reviewed the personnel that are responsible for providing subadvisory services to the Funds and other key personnel of the Subadviser, in addition to current and projected staffing levels and compensation practices, and concluded, based on its experience with the Subadviser, that the Subadviser: (i) has been able to retain high quality portfolio managers and other investment personnel; (ii) has exhibited a high level of diligence and attention to detail in carrying out its responsibilities under the Subadvisory Agreement; and (iii) has been responsive to requests of the Board and of SunAmerica. In addition, the Board considered the Subadviser's code of ethics and its risk management processes. The Board further observed that the Subadviser has developed internal policies and procedures for monitoring compliance with the investment objectives, policies and restrictions of the Funds as set forth in the Funds' prospectuses. The Board also reviewed the Subadviser's compliance and regulatory history and noted that there were no material legal, regulatory or compliance issues that would potentially impact the Subadviser from effectively serving as a subadviser to the Fund. The Board concluded that the nature and extent of services provided by the Subadviser under the Subadvisory Agreement were reasonable and appropriate in relation to the subadvisory fees and that the quality of services continues to be high. INVESTMENT PERFORMANCE. The Board, including the Independent Trustees, also considered the investment performance of SunAmerica and the Subadviser with respect to the Funds, as applicable. In connection with its review, the Board received and reviewed information regarding the investment performance of the Funds as compared to each Fund's peer group ("Peer Group") and/or peer universe ("Peer Universe") as independently determined by Lipper and to an appropriate index or combination of indices, including the Funds' benchmarks. The Board was provided with a description of the methodology used by Lipper to select the funds in the Peer Groups and Peer Universes. The Board noted that performance information was for the periods ended March 31, 2014. The Board also noted that it regularly reviews the performance of the Funds throughout the year. The Board further noted that, while it monitors performance of the Funds closely, it generally attaches more importance to performance over relatively long periods of time, typically three to five years. International Dividend Strategy Fund. The Board considered that the Fund's performance was below the median of its Peer Group and Peer Universe for the one-, three- and five-year periods. The Board noted management's discussion of the Fund's performance, including the fact that SunAmerica had assumed day-to-day management of the Fund in July 2012 and that, in connection with this change, the Fund changed its name and certain other changes were made to the Fund's investment goal, principal investment strategy and principal investment techniques, and that performance prior to July 2012 does not reflect that of the Fund's current strategy. The Board further noted that, since SunAmerica assumed day-to-day management of the Fund, the Fund's performance has improved. The Board concluded that the Fund's performance was being addressed. Japan Fund. The Board considered that the Fund's performance was above the median of its Peer Group and Peer Universe for the one- and two-year periods. The Board also considered that the Fund outperformed its Lipper Index for the one-year period and underperformed its Lipper Index for the two-year period. The Board further considered that effective January 27, 2012, the Fund changed its name of and certain of the Fund's principal investment strategies and techniques, and the Subadviser was appointed as the subadviser to the Fund. The Board noted management's discussion of the Fund's performance, including that such performance had improved since the Subadviser assumed management of the Fund. 32 SUNAMERICA EQUITY FUNDS APPROVAL OF ADVISORY AGREEMENTS -- SEPTEMBER 30, 2014 -- (UNAUDITED) (CONTINUED) While the Board noted its concern with respect to the performance of the Funds, it further considered the strategy and manager changes that had been made to the International Dividend Strategy Fund and the Japan Fund in July 2012 and January 2012, respectively. Accordingly, the Board observed that appropriate resources were being dedicated to the Funds to address these performance concerns. The Board also noted that it would continue to evaluate each Fund's performance, including in connection with the strategy and manager changes. CONSIDERATION OF THE MANAGEMENT FEES AND SUBADVISORY FEES AND THE COST OF THE SERVICES AND PROFITS TO BE REALIZED BY SUNAMERICA, THE SUBADVISER AND THEIR AFFILIATES FROM THE RELATIONSHIP WITH THE FUNDS. The Board, including the Independent Trustees, received and reviewed information regarding the fees to be paid by the Funds to SunAmerica pursuant to the Advisory Agreement and the fees paid by SunAmerica to the Subadviser pursuant to the Subadvisory Agreement. The Board examined this information in order to determine the reasonableness of the fees in light of the nature and quality of services to be provided and any potential additional benefits to be received by SunAmerica, the Subadviser or their affiliates in connection with providing such services to the Funds. To assist in analyzing the reasonableness of the management fee for each of the Funds, the Board received reports independently prepared by Lipper. The reports showed comparative fee information for each Fund's Peer Group and/or Peer Universe as determined by Lipper, including rankings within each category. In considering the reasonableness of the management fee to be paid by each Fund to SunAmerica, the Board reviewed a number of expense comparisons, including: (i) contractual and actual management fees; and (ii) actual total operating expenses. In considering each 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 SunAmerica with respect to the Funds. The Board further considered that, unlike the funds in the Peer Group and Peer Universe, the fee waivers and/or reimbursements being made by SunAmerica with respect to the Funds are only reflected in the total expenses category of the Lipper reports, rather than also being reflected as specific management fee waivers in the actual management fees category of the Lipper reports. As a result, the Board took into account that the actual management fees presented by Lipper for the funds in the Peer Group and Peer Universe may appear lower on a relative basis. The Board also considered the various expense components of the Funds and compared each Fund's net expense ratio (taking into account the contractual fee caps) to those of other funds within its Peer Group and/or 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 Groups and Peer Universes since the exact nature of services provided under the various fund agreements is often not apparent. The Board noted, however, that the comparative fee information provided by Lipper as a whole was useful in assessing whether SunAmerica was providing services at a cost that was competitive with other, similar funds. The Board also considered the management fees received by SunAmerica with respect to other mutual funds and accounts with similar investment strategies to the Funds, to the extent applicable. The Board further noted that SunAmerica serves as subadviser to certain of these similar mutual funds and observed that the services SunAmerica provides as subadviser are much more limited in scope than in its role as investment manager and adviser to the Fund. The Board then noted the management fees paid by the Funds were reasonable as compared to the fees SunAmerica was receiving from other mutual funds and accounts for which it serves as adviser or subadviser. The Board also received and reviewed information regarding the fees paid by SunAmerica to the Subadviser pursuant to the Subadvisory Agreement. To assist in analyzing the reasonableness of the subadvisory fees, the Board received a report independently prepared by Lipper. The report showed comparative fee information of each Portfolio's Peer Group and/or Peer Universe that the Board used as a guide to help assess the reasonableness of the subadvisory fees. The Board noted that the Peer Group/Universe information as a whole was useful in assessing whether the Subadviser was providing services at a cost that was competitive with other, similar funds. The Directors also considered that the subadvisory fees are paid by SunAmerica out of its management fee and not by the Japan Fund, and that subadvisory fees may vary widely within a Peer Group for various reasons, including market pricing demands, existing relationships, experience and success, and individual client needs. The Board further considered the amount of subadvisory fees paid out by SunAmerica and the amount of the management fees which it retained and determined that these amounts were reasonable in light of the services performed by SunAmerica and the Subadviser, respectively. The Board also considered fees received by the Subadviser with respect to other mutual funds and accounts with similar investment strategies to the Japan Fund for which it serves as subadviser, to the extent applicable. The Board noted in particular that the similar accounts identified by the Subadviser were institutional separate accounts, and the Subadviser highlighted certain differences between 33 SUNAMERICA EQUITY FUNDS APPROVAL OF ADVISORY AGREEMENTS -- SEPTEMBER 30, 2014 -- (UNAUDITED) (CONTINUED) these separate accounts and the Fund, including that these separate accounts are subject to different investment limitations and restrictions and do not experience daily cash flows in a manner similar to the Fund. The Board then noted that the subadvisory fees paid by SunAmerica to the Subadviser were reasonable as compared to fees the Subadviser receives for other accounts for which it serves as subadviser. International Dividend Strategy Fund. The Board considered that the Fund's actual management fees were above the median of its Peer Group and Peer Universe. The Board also considered that the Fund's total expenses were above the median of its Peer Group and Peer Universe. The Board also took into account management's discussion of the Fund's expenses, including the limited size of the Peer Group. Japan Fund. The Board considered that the Fund's actual management fees were above the median of its Peer Group and Peer Universe. The Board also considered that the Fund's total expenses were above the median of its Peer Group and Peer Universe. The Board took into account management's discussion of the Fund's expenses, including the limited size of the Peer Group. PROFITABILITY. The Board also considered SunAmerica's profitability and the benefits SunAmerica and its affiliates received from its relationship with the Funds. The Board received and reviewed financial statements relating to SunAmerica's financial condition and profitability with respect to the services it provided the Funds and considered how profit margins could affect SunAmerica's ability to attract and retain high quality investment professionals and other key personnel. The Board was also provided with a profitability analysis that detailed the revenues earned and the expenses incurred by SunAmerica and its affiliates that provide services to the Funds on a Fund by Fund basis. In particular, the Board considered the contractual fee waivers and/or expense reimbursement agreed to by SunAmerica. The Board considered the profitability of SunAmerica under the Advisory Agreement, including the amount of management fees it retained after payment to the Subadviser, and considered the profitability of SunAmerica's affiliates under the Rule 12b-1 Plans, Service Agreements, and Administrative and Shareholder Services Agreements. Additionally, the Board considered whether SunAmerica and its affiliates received any indirect benefits from the relationship with the Funds. Specifically, the Board observed that AIG Federal Savings Bank, an affiliate of SunAmerica, serves as custodian with respect to certain shareholder retirement accounts that are administered by SunAmerica and receives a fee payable by the qualifying shareholders. The Board further considered whether there were any collateral or "fall-out" benefits that SunAmerica and its affiliates may derive as a result of their relationship with the Funds. The Board noted that SunAmerica believes that any such benefits are de minimis and do not impact the reasonableness of the management fees. The Board also reviewed financial reports from the Subadviser and considered whether the Subadviser had the financial resources necessary to attract and retain high quality investment management personnel and to provide a high quality of services. The Board concluded that SunAmerica and the Subadviser had the financial resources necessary to perform their obligations under the Agreements and to continue to provide the Funds with the high quality services that they had provided in the past. The Board also concluded that the management fees and subadvisory fees were reasonable in light of the factors discussed above. ECONOMIES OF SCALE. The Board, including the Independent Trustees, considered whether the shareholders would benefit from economies of scale and whether there was potential for future realization of economies with respect to the Funds. The Board considered that as a result of being part of the SunAmerica fund complex, the Funds share common resources and may share certain expenses, and if the size of the complex increases, each Fund could incur lower expenses than they otherwise would achieve as stand-alone entities. The Board further noted that SunAmerica has agreed to contractually cap the total annual operating expenses of one or more classes of the Funds, at certain levels. The Board observed that those expense caps benefited shareholders by keeping total fees down even in the absence of breakpoints or economies of scale. The Board concluded that the Funds' management fee structure was reasonable and that it would continue to review fees in connection with the renewal of the Advisory Agreement, including whether the implementation of breakpoints would be appropriate in the future due to an increase in asset size or otherwise. The Board did not review specific information regarding whether there have been economies of scale with respect to the Subadviser's management of the Fund because it regards that information as less relevant at the subadviser level. Rather, the Board considered information regarding economies of scale in the context of the renewal of the Advisory Agreement. 34 SUNAMERICA EQUITY FUNDS APPROVAL OF ADVISORY AGREEMENTS -- SEPTEMBER 30, 2014 -- (UNAUDITED) (CONTINUED) OTHER FACTORS. In consideration of the Agreements, the Board also received information regarding SunAmerica's and the Subadviser's brokerage and soft dollar practices. The Board considered that SunAmerica and the Subadviser are responsible for decisions to buy and sell securities for the applicable Funds, selection of broker-dealers and negotiation of commission rates. The Board also noted that it receives reports from SunAmerica and from an independent third party that include information on brokerage commissions and execution throughout the year. The Board further considered the benefits SunAmerica and the Subadviser derive from their soft dollar arrangements, including arrangement under which brokers provide brokerage and/or research services to SunAmerica and/or the Subadviser in return for allocating brokerage. CONCLUSION. After a full and complete discussion, the Board approved the Agreements, each for a one-year period ending June 30, 2015. Based upon their evaluation of all these factors in their totality, the Board, including the Independent Trustees, was satisfied that the terms of the Agreements were fair and reasonable and in the best interests of the Funds and the Funds' shareholders. In arriving at a decision to approve the Agreements, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and each Independent Trustee may have attributed different weights to different factors. The Independent Trustees were also assisted by the advice of independent legal counsel in making this determination. 35 SUNAMERICA EQUITY FUNDS TRUSTEE AND OFFICER INFORMATION -- SEPTEMBER 30, 2014 -- (UNAUDITED) The following table contains basic information regarding the Trustees and Officers that oversee operations of the Funds and other investment companies within the Fund complex. NUMBER OF POSITION TERM OF PORTFOLIOS IN NAME, HELD WITH OFFICE AND FUND COMPLEX ADDRESS AND SUNAMERICA LENGTH OF PRINCIPAL OCCUPATIONS OVERSEEN BY OTHER DIRECTORSHIPS AGE* COMPLEX TIME SERVED(4) DURING PAST 5 YEARS TRUSTEE(1) HELD BY TRUSTEE(2) ----------------------- ---------- -------------- ------------------------------ ------------- ------------------------------- DISINTERESTED TRUSTEES Dr. Judith L. Craven Trustee 2001-present Retired. 78 Director, Sysco Corp. (1996 Age: 68 to present); Director, Luby's, Inc. (1998 to present). William F. Devin Trustee 2001-present Retired. 78 None Age: 75 Richard W. Grant Trustee 2011-present Retired. Prior to that, 29 None Age: 68 Chairman Attorney and partner at of the Morgan Lewis & Bockius Board LLP (1989 to 2011). Stephen J. Gutman Trustee 1985-present Vice President and Associate 29 None Age: 71 Broker, Corcoran Group (real estate) (2002 to present); President and Member of Managing Directors, Beau Brummell Soho LLC (licensing of menswear specialty retailing and other activities) (1995 to 2009). President, SJG Marketing Inc. (2009 to present). William J. Shea Trustee 2004-present Executive Chairman, Caliber, 29 Director, Boston Private Age: 66 Inc. (formerly Lucid, Inc.), Financial Holdings (2004 to (medical devices) (2007 to present); Chairman, Demoulas present); Managing Partner, Supermarkets (1999-present). DLB Capital, LLC (private equity) (2006 to 2007). 36 SUNAMERICA EQUITY FUNDS TRUSTEE AND OFFICER INFORMATION -- SEPTEMBER 30, 2014 -- (UNAUDITED) (CONTINUED) NUMBER OF POSITION TERM OF PORTFOLIOS IN NAME, HELD WITH OFFICE AND FUND COMPLEX ADDRESS AND SUNAMERICA LENGTH OF PRINCIPAL OCCUPATIONS OVERSEEN BY OTHER DIRECTORSHIPS AGE* COMPLEX TIME SERVED(4) DURING PAST 5 YEARS TRUSTEE(1) HELD BY TRUSTEE(2) -------------------- ------------ -------------- ----------------------------- ------------- ------------------- INTERESTED TRUSTEE Peter A. Harbeck(3) Trustee 1995-present President, CEO and 139 None Age: 60 Director, SunAmerica. (1995 to present); Director, AIG Capital Services, Inc. ("ACS") (1993 to present). OFFICERS John T. Genoy President 2007-present Chief Financial Officer, N/A N/A Age: 46 SunAmerica (2002 to present); Senior Vice President, SunAmerica (2003 to present); Chief Operating Officer, SunAmerica (2006 to present). Gregory N. Bressler Secretary 2005-present Senior Vice President and N/A N/A Age: 48 General Counsel, SunAmerica (2005 to present). Kathleen Fuentes Chief Legal 2013 to Vice President and Deputy N/A N/A Age: 45 Officer and Present General Counsel, Assistant SunAmerica (2006 to Secretary present) James Nichols Vice 2006-present Director, President and N/A N/A Age: 48 President CEO, ACS (2006 to present); Senior Vice President, SunAmerica (2002 to present). Katherine Stoner Vice 2011-present Vice President, SunAmerica N/A N/A Age: 57 President (2011 to present). Vice and President, The Variable Chief Annuity Life Insurance Compliance Company ("VALIC") and Officer Western National Life ("CCO") Insurance Company ("WNL") and American General Distributors, Inc. (2006-present); Deputy General Counsel and Secretary, VALIC and WNL (2007-2011); Vice President, VALIC Financial Advisors, Inc. and VALIC Retirement Services Company (2010-present). 37 SUNAMERICA EQUITY FUNDS TRUSTEE AND OFFICER INFORMATION -- SEPTEMBER 30, 2014 -- (UNAUDITED) (CONTINUED) NUMBER OF POSITION TERM OF PORTFOLIOS IN NAME, HELD WITH OFFICE AND FUND COMPLEX ADDRESS AND SUNAMERICA LENGTH OF PRINCIPAL OCCUPATIONS OVERSEEN BY OTHER DIRECTORSHIPS AGE* COMPLEX TIME SERVED(4) DURING PAST 5 YEARS TRUSTEE(1) HELD BY TRUSTEE(2) --------------------- ----------- -------------- --------------------------- ------------- ------------------- Nori L. Gabert Vice 2002-present Vice President and Deputy N/A N/A Age: 61 President General Counsel, and SunAmerica (2005 to Assistant present). Secretary Kara Murphy Vice 2014 to Chief Investment Officer, N/A N/A Age: 41 President Present SunAmerica (2013 to present) Gregory R. Kingston Treasurer 2002-present Vice President and Head of N/A N/A Age: 48 Mutual Fund Administration (2014 to present) Shawn Parry Vice 2005 to Assistant Vice President, N/A N/A Age: 42 President Present SunAmerica (2005 to and present) Assistant Treasurer Donna McManus Vice 2014 to Vice President, SunAmerica N/A N/A Age: 51 President Present (2014 to present) and Assistant Treasurer Matthew J. Hackethal Anti- 2006-present Chief Compliance Officer, N/A N/A Age: 42 Money SunAmerica (2006 to Laundering present). Compliance Officer -------- * The business address for each Trustee is the Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992. (1)The "Fund Complex" means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment services or have a common investment adviser or an investment adviser that is an affiliated person of the Adviser. The "Fund Complex" includes the Trust (2 funds), SunAmerica Money Market Funds Inc. (1 fund), SunAmerica Income Funds (4 funds), SunAmerica Series, Inc. (6 portfolios), Anchor Series Trust (8 portfolios), SunAmerica Senior Floating Rate Fund, Inc. (1 fund), SunAmerica Series Trust (40 portfolios), VALIC Company I (34 portfolios), VALIC Company II (15 funds), Seasons Series Trust (21 portfolios) and SunAmerica Specialty Series (7 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 Trustee, as defined within the 1940 Act, because he is an officer and a director of the Adviser and a director of the principal underwriter of the Trust. (4)Trustees serve until their successors are duly elected and qualified, subject to the Trustee's Retirement Plan as discussed in Note 9 of the financial statements. 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 Trustees is contained in the Statement of Additional Information which is available, without charge, by calling (800) 858-8850. 38 SUNAMERICA EQUITY FUNDS SHAREHOLDER TAX INFORMATION -- (UNAUDITED) Certain tax information regarding the SunAmerica Equity Funds is required to be provided to the shareholders based upon each Fund's income and distributions for the taxable year ended September 30, 2014. The information and distributions reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2014. The information necessary to complete your tax returns will be included with your Form 1099-DIV to be received under separate cover in early 2015. During the year ended September 30, 2014, the Funds paid the following long-term capital gains dividends along with the percentage of ordinary income dividends that qualified for the 70% dividends received deduction for corporations: NET LONG- QUALIFYING % FOR THE TERM 70% DIVIDENDS FUND CAPITAL GAINS RECEIVED DEDUCTIONS ---- ------------- -------------------- International Dividend Strategy Class A. $ -- -- % International Dividend Strategy Class B. -- -- International Dividend Strategy Class C. -- -- International Dividend Strategy Class I. -- -- Japan Class A........................... 0.22 -- Japan Class B........................... 0.22 -- Japan Class C........................... 0.22 -- The International Dividend Strategy Fund and Japan Fund intend to make an election under Internal Revenue Code Section 853 to pass through foreign taxes paid by the Fund to its shareholders. The total amount of foreign taxes passed through to the shareholders for the fiscal year ended September 30, 2014 was $553,901 and $51,092, respectively. The gross foreign source income for the information reporting is $10,173,997 and $625,463, respectively. For the year ended September 30, 2014, certain dividends paid by the following funds may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, the following represents the maximum amount that may be considered qualified dividend income: FUND INCOME ---- ---------- International Dividend Strategy. $5,291,172 Japan........................... 1,911,294 39 SUNAMERICA EQUITY FUNDS COMPARISONS: FUNDS VS. INDICES -- (UNAUDITED) As required by the Securities and Exchange Commission, the graphs on the following pages compare the performance of a $10,000 investment in the SunAmerica Equity Funds' portfolios to a similar investment in an index. Please note that "inception," as used herein, reflects the date on which a specific class of shares commenced operations. It is important to note that the SunAmerica Equity Funds are professionally managed mutual funds, while the indices are not available for investment and are unmanaged. The comparison is shown for illustrative purposes only. The graphs present the performance of the largest class of that particular Fund. The performance of the other classes will vary based upon the difference in sales charges and fees assessed to shareholders of that class. 40 SUNAMERICA EQUITY FUNDS COMPARISONS: FUNDS VS. INDICES -- (UNAUDITED) (CONTINUED) SUNAMERICA INTERNATIONAL DIVIDEND STRATEGY FUND The SunAmerica International Dividend Strategy Fund Class A shares returned 2.20% (before maximum sales charge) for the 12-month period ended September 30, 2014. The Fund underperformed its benchmark, the MSCI ACWI ex-U.S. (Net)*, which returned 4.77% during the same period. The Fund posted positive absolute returns but its "buy and hold" strategy, which identifies stocks based on certain selection criteria, produced unfavorable results relative to the benchmark index. Importantly, the Fund's holdings had an average dividend yield as of September 30, 2014 of 5.56% compared to a 2.91% dividend yield for the constituents of the MSCI ACWI ex-U.S. (Net). In terms of regional factors, the Fund's overweighted allocation to emerging market equities detracted from relative results. In particular, the Fund's overweighted allocation to Brazilian equities, especially Utilities and Materials names, detracted from relative results, as the Brazilian equity market declined 6.02% during the annual period. Conversely, having an overweighted allocation to Israeli equities contributed positively to relative results, as Israel's equity market gained 29.01% during the annual period. To a more modest degree, overweighted allocations to Finland and Greece also helped results. Security selection in the equity markets of the U.K., France, South Korea and Belgium also proved particularly effective. From a sector perspective, stocks held within the Consumer Staples, Utilities, Industrials and Energy sectors hampered results most. Having an overweighted allocation to Materials, which was the weakest sector in the MSCI ACWI ex-U.S. (Net) during the annual period, also hurt. Further detracting from the Fund's relative results was having a position in cash of approximately 3.4% of the Fund's total net assets during an annual period when the international equity market generally rallied. Such detractors were only partially offset by the positive contributions made by stocks held within the Financials, Consumer Discretionary, Health Care and Materials sectors. Having overweighted allocations to the Utilities, Health Care and Telecommunication Services sectors, each of which outpaced the MSCI ACWI ex-U.S. (Net) during the annual period, and an underweighted allocation to Consumer Discretionary, which was the second weakest sector in the MSCI ACWI ex-U.S. (Net) during the annual period, also buoyed the Fund's relative results. Individual stock holdings that detracted most from Fund performance during the annual period were Brazilian cosmetics manufacturer Natura Cosmeticos, Taiwan-based touch screen manufacturer TPK Holding, Austrian integrated oil company OMV, Colombian integrated oil company Ecopetrol and Brazilian road concession group EcoRodovias Infraestrustura e Logistica. Natura Cosmeticos' share price decline can be attributed primarily to the fourth quarter of 2013, when it reported third quarter 2013 earnings that trailed estimates by the most since 2006. Its stated increased planned outlays on marketing, advertising and other expenses were also believed by many investors to pressure Natura Cosmeticos' cash flow and profits. TPK Holding, a supplier of touch screens to Apple, was hurt by expectations of a margin contraction during the third quarter of 2014 due to a lower revenue mix and by weaker earnings impacted by higher research and development expenses. Since Apple delayed the release of its highly anticipated wearable products, TPK Holding's product shipment expectations were lowered for September 2014. Shares of OMV declined as it experienced decreasing oil production in Libya, a challenging European oil refining and gas environment, and concerns about lower earnings amid decreasing oil prices. Ecopetrol received approval to raise up to $2 billion to finance its long-term investment plan, which negatively affected its stock. EcoRodovias Infraestrustura e Logistica was pressured by regulatory uncertainty regarding airport and road infrastructure management in advance of the 2014 World Cup and 2016 Olympics in Brazil. The top individual positive contributors to Fund performance during the annual period were Greek sports events betting and lottery game organizer Greek Organisation of Football Prognostics SA (OPAP), Finnish specialty pharmaceuticals company Orion Oyj, Israeli generic and branded pharmaceuticals manufacturer Teva Pharmaceutical Industries, Belgium-based telecommunications carrier Belgacom and U.K. pharmaceuticals and medical products company AstraZeneca. OPAP rallied on better than expected earnings, especially during the fourth quarter of 2013 and first quarter of 2014. Orion Oyj benefited from signing an agreement with Bayer for the development and commercialization of a novel non-metastatic prostate cancer treatment. Teva Pharmaceutical Industries delivered 41 SUNAMERICA EQUITY FUNDS COMPARISONS: FUNDS VS. INDICES -- (UNAUDITED) (CONTINUED) strong operating margins growth in the first and second quarters of 2014 and raised its annual guidance. Belgacom has been successful in cost-cutting initiatives, sustaining good quarterly earnings results and maintaining its healthy margins in a competitive environment. Shares of AstraZeneca rose on the news of a possible acquisition by Pfizer, which was later rejected. -------- Past performance is no guarantee of future results. When investing internationally, the value of an investment may be affected by fluctuation currency values, changing local and regional economic, political and social conditions, and greater market volatility. In addition, foreign securities may not be as liquid as domestic securities. Also, while the Fund seeks to invest in a wide range of countries, volatility in a single country or region in which the Fund invests a significant portion of its assets may affect performance. In addition, the markets of emerging market countries are typically more volatile and potentially less liquid than more developed markets. Stocks of small-cap companies, and to a lesser extent, mid-cap companies, may be more volatile than, and not as readily marketable as, those of larger companies. The Fund employs a Disciplined Strategy and will not deviate from its strategy (except to the extent necessary to comply with federal tax laws or other applicable laws). If the Fund is committed to a strategy that is unsuccessful, the Fund will not meet its investment goal. Because the Fund will not use certain techniques available to other mutual funds to reduce stock market exposure, the Fund may be more susceptible to general market declines than other mutual funds. *The MSCI ACWI (All Country World Index) ex-U.S. (Net) is a free float-adjusted market capitalization index designed to measure the equity market performance of 45 global developed and emerging markets, excluding the U.S. Net total return indices reinvest dividends after the deduction of withholding taxes, using (for international indices) a tax rate applicable to non-resident institutional investors who do not benefit from double taxation treaties. Indices are not managed and an investor cannot invest directly into an index. The Fund's holdings are subject to change. Accordingly, securities listed may or may not be a part of current portfolio construction. 42 SUNAMERICA EQUITY FUNDS COMPARISONS: FUNDS VS. INDICES -- (UNAUDITED) (CONTINUED) Over the past ten years, $10,000 invested in International Dividend Strategy Fund Class A shares would be valued at $13,035. The same amount invested in securities mirroring the performance of the MSCI ACWI ex-U.S. (Net) would be valued at $19,788. [CHART] International MSCI All Dividend Strategy ex-U.S. Class A/#/ Index (Net)** ------------------ ------------------ 9/30/2004 $ 9,427 $10,000.00 10/31/2004 9,787 10,347.16 11/30/2004 10,397 11,062.54 12/31/2004 10,887 11,536.64 1/31/2005 10,712 11,336.26 2/28/2005 11,220 11,892.34 3/31/2005 10,896 11,565.42 4/30/2005 10,739 11,268.87 5/31/2005 10,749 11,328.81 6/30/2005 10,896 11,537.13 7/31/2005 11,294 11,961.02 8/31/2005 11,747 12,263.32 9/30/2005 12,052 12,893.34 10/31/2005 11,756 12,423.11 11/30/2005 12,116 12,837.56 12/31/2005 13,031 13,453.88 1/31/2006 13,993 14,389.98 2/28/2006 13,762 14,345.82 3/31/2006 14,233 14,756.20 4/30/2006 15,092 15,507.80 5/31/2006 14,510 14,777.14 6/30/2006 14,298 14,756.00 7/31/2006 14,399 14,904.08 8/31/2006 14,713 15,321.81 9/30/2006 14,649 15,328.66 10/31/2006 15,065 15,951.43 11/30/2006 15,481 16,526.17 12/31/2006 15,887 17,039.67 1/31/2007 16,007 17,100.90 2/28/2007 15,961 17,202.73 3/31/2007 16,368 17,679.41 4/30/2007 16,895 18,485.79 5/31/2007 17,246 18,971.70 6/30/2007 17,468 19,126.53 7/31/2007 17,237 19,068.57 8/31/2007 17,043 18,770.63 9/30/2007 18,299 20,010.02 10/31/2007 19,473 21,124.56 11/30/2007 18,383 20,170.51 12/31/2007 18,281 19,877.13 1/31/2008 16,251 17,950.75 2/29/2008 16,604 18,465.05 3/31/2008 16,473 18,059.33 4/30/2008 17,614 19,152.43 5/31/2008 17,947 19,455.83 6/30/2008 16,624 17,856.77 7/31/2008 15,796 17,213.75 8/31/2008 14,847 16,408.16 9/30/2008 12,564 13,943.47 10/31/2008 9,575 10,873.27 11/30/2008 8,969 10,244.35 12/31/2008 9,275 10,828.02 1/31/2009 8,330 9,871.08 2/28/2009 7,644 8,949.87 3/31/2009 8,091 9,668.22 4/30/2009 9,025 10,985.72 5/31/2009 10,396 12,473.03 6/30/2009 10,241 12,335.67 7/31/2009 11,113 13,541.82 8/31/2009 11,331 14,043.01 9/30/2009 12,027 14,764.24 10/31/2009 11,746 14,581.33 11/30/2009 12,297 14,999.26 12/31/2009 12,676 15,316.05 1/31/2010 11,778 14,567.53 2/28/2010 11,882 14,567.63 3/31/2010 12,770 15,558.61 4/30/2010 12,446 15,421.75 5/31/2010 11,005 13,798.77 6/30/2010 10,629 13,621.71 7/31/2010 11,538 14,851.77 8/31/2010 11,162 14,443.77 9/30/2010 12,363 15,880.57 10/31/2010 12,937 16,421.56 11/30/2010 12,300 15,787.87 12/31/2010 13,241 17,024.19 1/31/2011 13,387 17,191.71 2/28/2011 13,680 17,644.58 3/31/2011 13,742 17,603.99 4/30/2011 14,379 18,464.06 5/31/2011 14,014 17,931.50 6/30/2011 13,763 17,671.37 7/31/2011 13,575 17,430.20 8/31/2011 12,197 15,936.54 9/30/2011 10,735 14,163.60 10/31/2011 11,716 15,655.57 11/30/2011 11,351 14,856.64 12/31/2011 11,049 14,690.60 1/31/2012 11,907 15,687.23 2/29/2012 12,436 16,568.54 3/31/2012 12,351 16,340.67 4/30/2012 12,277 16,083.03 5/31/2012 10,890 14,256.69 6/30/2012 11,303 15,097.51 7/31/2012 11,006 15,310.79 8/31/2012 11,303 15,630.96 9/30/2012 11,676 16,214.93 10/31/2012 11,494 16,277.95 11/30/2012 11,526 16,588.20 12/31/2012 12,274 17,163.03 1/31/2013 12,655 17,860.84 2/28/2013 12,415 17,671.87 3/31/2013 12,013 17,707.20 4/30/2013 12,328 18,358.06 5/31/2013 11,762 17,933.39 6/30/2013 11,204 17,155.69 7/31/2013 11,779 17,906.99 8/31/2013 11,812 17,659.96 9/30/2013 12,754 18,886.85 10/31/2013 13,023 19,580.38 11/30/2013 12,855 19,613.93 12/31/2013 12,918 19,786.92 1/31/2014 12,252 18,887.64 2/28/2014 12,805 19,836.44 3/31/2014 13,256 19,887.35 4/30/2014 13,696 20,149.96 5/31/2014 13,832 20,541.69 6/30/2014 14,353 20,887.36 7/31/2014 13,896 20,679.54 8/31/2014 14,296 20,794.17 9/30/2014 13,035 19,787.51 Class A Class B Class C++ Class I ------------------ ------------------ ------------------ ------------------ International Average Average Average Average Dividend Strategy Annual Cumulative Annual Cumulative Annual Cumulative Annual Cumulative Fund# Return Return+ Return Return+ Return Return+ Return Return+ ----------------- ------- ---------- ------- ---------- ------- ---------- ------- ---------- 1 Year Return -3.71% 2.20% -2.40% 1.56% 0.57% 1.56% 2.45% 2.45% ---------------------------------------------------------------------------------------------- 5 Year Return 0.42% 8.38% 0.57% 4.80% 0.94% 4.81% 1.73% 8.95% ---------------------------------------------------------------------------------------------- 10 Year Return 2.69% 38.27% 2.76% 31.26% 2.62% 29.47% 3.41% 39.79% ---------------------------------------------------------------------------------------------- Since Inception* 0.94% 25.45% 0.99% 19.26% 0.59% 10.84% 3.61% 57.74% ---------------------------------------------------------------------------------------------- + Cumulative returns do not include sales load. If sales load had been included, the return would have been lower. * Inception date: Class A and Class B: 11/19/96; Class C: 03/06/97; Class I: 11/16/01. # For the purposes of the graph, it has been assumed that the maximum sales charge of 5.75% of offering price, was deducted from the initial $10,000 investment in the Fund. For purposes of the average annual returns in the table, it has been assumed that the maximum sales charge with respect to the Class A shares was deducted from the initial investment in the Fund and that the CDSCs with respect to the Class B and Class C shares have been deducted, as applicable. ++ Effective February 23, 2004, Class II shares were redesignated as Class C shares. For the 12 month period ended September 30, 2014, the SunAmerica International Dividend Strategy Class A returned -3.71% compared to 4.77% for the MSCI ACWI ex-U.S. Index (Net). (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: 5.75%, Class B: 4.00% Contingent Deferred Sales Charge (CDSC), Class C: 1.00% CDSC. The fund's daily net assets 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.safunds.com. ** The MSCI ACWI ex-U.S. (Net) is a free float-adjusted market capitalization index designed to measure the equity market performance of 45 global developed and emerging markets, excluding the U.S. Net total return indices reinvest dividends after the deduction of withholding taxes, using (for international indices) a tax rate applicable to non-resident institutional investors who do not benefit from double taxation treaties. Indices are not managed and an investor cannot invest directly into an index. 43 SUNAMERICA EQUITY FUNDS COMPARISONS: FUNDS VS. INDICES -- (UNAUDITED) (CONTINUED) SUNAMERICA JAPAN FUND The SunAmerica Japan Fund Class A shares returned 4.81% (before maximum sales charge) for the 12-month period ended September 30, 2014. The Fund outperformed its benchmark, the MSCI Japan Index (Net)*, which returned 0.62% during the same period. As the annual period began in October 2013, Japanese equities were finishing the last months of the calendar year strongly, closing 2013 with an impressive annual gain of 54.8%. However, Japanese equities subsequently gave some of those gains back during what proved to be a difficult first quarter of 2014. It was reported during the first quarter of 2014 that Japan's economy had expanded at a slower pace than initially estimated in the fourth quarter of 2013, dragged down by weaker capital spending and private consumption. Consumer confidence dipped to its lowest level since September 2011 ahead of Japan's consumption tax increase, which took effect at the start of April 2014. Other disconcerting news included a record trade deficit, as a significant climb in import costs outweighed slowing export growth. Japanese equities rebounded during the second quarter of 2014, as Japan's first calendar quarter Gross Domestic Product (GDP) grew more than initially estimated, thanks to stronger capital spending. Investor sentiment was also boosted after Prime Minister Shinzo Abe unveiled a package of reform measures aimed at bolstering Japan's long-term economic growth, including lowering the corporate tax rate and increasing the risk posture of Japan's Government Pension Investment Fund, the world's largest pension fund. The third quarter of 2014 brought continued strong performance in local-currency terms. Indeed, Japan's 5.9% return in local-currency terms during the third calendar quarter led the Asian region higher. However, given the yen's 8.3% decline versus the U.S. dollar during the third quarter, Japan's equity market results looked far less impressive in U.S. dollar terms -- the quarterly return was -2.2%. On the economic front, data was mixed. Following the April 1, 2014 sales tax hike, Japan's economy contracted by an annualized 7.1% during the second calendar quarter, more than initial estimates of a 6.8% decline. This was Japan's largest quarterly contraction since 2009. On the bright side, Japan's unemployment rate fell to 3.5% compared to a consensus estimate of 3.8%, and average monthly wages climbed 2.6% from a year earlier, the largest jump since 1997. The Fund's relative outperformance during the annual period was driven primarily by security selection overall. Individual security selection was especially strong within the Industrials, Materials, Consumer Discretionary and Telecommunication Services sectors and was only partially offset by weaker selection within the Information Technology sector. The top individual contributors to Fund performance during the annual period were Minebea, a manufacturer of miniature ball-bearings and LED backlights; Hitachi Metals, a metal components maker; and Itochu Techno, a system integrator. Minebea, not a component of the MSCI Japan Index (Net), enjoyed a robust double-digit share price increase because demand for both miniature ball-bearings and backlight units was showing a strong recovery. The company was also gaining market share for LED backlight units and was undergoing a well-received company restructuring. Hitachi Metals performed well, as investors gained greater confidence in potential synergies related to the firm's acquisition of U.S.-based Waupaca Foundry. Itochu Techno gained strongly, as information technology spending recovered rather steadily in Japan. The individual stocks that detracted from Fund performance most during the annual period were TV Asahi Holdings, a broadcasting company; Anritsu, a global leader in the communications test and measurement market; and Mitsubishi Estate, a real estate developer. TV Asahi Holdings detracted amidst concerns about domestic advertising spending due to the consumption tax hike. Importantly, the company's fundamentals remained strong, and its viewer rating was number one in Japan. Anritsu saw its share price decline largely due to a concern about its cost increases. While order trends for testers were good as Chinese telecommunications carriers moved to Long-Term Evolution (LTE), operating costs rose, and thus the market grew concerned that the company's profit growth might not be strong. Mitsubishi Estate, the largest real estate developer in Japan, underperformed the MSCI Japan Index (Net) amidst concerns about the possible end of Japan's asset reflation story and about the impact of the consumption tax on condominium sales. 44 SUNAMERICA EQUITY FUNDS COMPARISONS: FUNDS VS. INDICES -- (UNAUDITED) (CONTINUED) Sector allocation overall, a residual of Wellington Management's bottom-up stock selection process, also contributed positively to the Fund's relative performance during the annual period. An underweighted allocation to Utilities, which lagged the MSCI Japan Index (Net), and overweighted exposures to Energy and Information Technology, each of which outpaced the benchmark index, contributed positively to relative results. Partially offsetting these positive contributors was the detracting effect of the Fund's underweighted allocations to Industrials and Health Care, each of which outperformed the MSCI Japan Index (Net) during the annual period. -------- Past performance is no guarantee of future results. When investing internationally, the value of your investment may be affected by fluctuating currency values, changing local and regional economic, political and social conditions, and greater market volatility. In addition, foreign securities may not be as liquid as domestic securities. In addition, the Fund's performance may be affected by the broader Asian region, which includes emerging markets. Emerging markets are typically more volatile than more developed markets. Stocks of small-cap companies, and to a lesser extent, mid-cap companies, may be more volatile than, and not as readily marketable as, those of larger companies. Because the Fund concentrates its investments in Japan, the Fund's performance is expected to be closely tied to social, political and economic conditions of that country. As a result, the Fund is likely to be more volatile than more geographically diverse international funds. *The MSCI Japan Index (Net) is a free-float adjusted market capitalization weighted index that is designed to track the equity market performance of Japanese securities listed on Tokyo Stock Exchange, Osaka Stock Exchange, JASDAQ and Nagoya Stock Exchange. Net total return indices reinvest dividends after the deduction of withholding taxes, using (for international indices) a tax rate applicable to non-resident institutional investors who do not benefit from double taxation treaties. Indices are not managed and an investor cannot invest directly into an index. The Fund is actively managed and its holdings are subject to change. Accordingly, securities listed may or may not be a part of current portfolio construction. 45 SUNAMERICA EQUITY FUNDS COMPARISONS: FUNDS VS. INDICES -- (UNAUDITED) (CONTINUED) Since the Fund's inception on May 2, 2006, $10,000 invested in SunAmerica Japan Fund Class A shares would be valued at $8,637. The same amount invested in securities mirroring the performance of the MSCI Japan Index (Net) would be valued at $9,117. [CHART] SunAmerica Japan MSCI Japan Class A/#/ Index (Net)/a/ ----------- --------------- 5/1/2006 $ 9,427 $10,000.00 5/31/2006 8,650 9,174.82 6/30/2006 8,431 9,073.09 7/31/2006 8,213 9,022.87 8/31/2006 8,311 9,158.28 9/30/2006 8,333 9,008.11 10/31/2006 8,673 9,164.91 11/30/2006 8,959 9,229.88 12/31/2006 9,336 9,459.23 1/31/2007 9,578 9,539.25 2/28/2007 9,608 9,922.98 3/31/2007 9,970 9,791.81 4/30/2007 10,294 9,601.23 5/31/2007 10,558 9,757.92 6/30/2007 10,596 9,728.66 7/31/2007 10,603 9,712.83 8/31/2007 10,181 9,427.51 9/30/2007 10,558 9,644.99 10/31/2007 10,988 9,608.18 11/30/2007 10,113 9,432.08 12/31/2007 9,712 9,058.75 1/31/2008 8,675 8,644.73 2/29/2008 8,896 8,704.28 3/31/2008 8,980 8,351.22 4/30/2008 9,163 8,957.99 5/31/2008 9,422 9,183.46 6/30/2008 8,743 8,557.42 7/31/2008 8,195 8,265.77 8/31/2008 7,569 7,936.95 9/30/2008 6,357 7,047.21 10/31/2008 4,711 6,005.48 11/30/2008 4,513 5,930.66 12/31/2008 4,811 6,412.60 1/31/2009 4,559 5,976.75 2/28/2009 4,178 5,236.70 3/31/2009 4,308 5,346.65 4/30/2009 4,628 5,861.31 5/31/2009 5,253 6,465.11 6/30/2009 5,322 6,578.81 7/31/2009 5,825 6,860.17 8/31/2009 5,985 7,130.12 9/30/2009 6,359 7,007.32 10/31/2009 6,283 6,831.59 11/30/2009 6,435 6,761.54 12/31/2009 6,507 6,813.69 1/31/2010 6,349 6,943.03 2/28/2010 6,325 7,020.73 3/31/2010 6,649 7,371.35 4/30/2010 6,783 7,359.83 5/31/2010 6,033 6,764.66 6/30/2010 6,049 6,628.92 7/31/2010 6,649 6,864.90 8/31/2010 6,460 6,708.09 9/30/2010 7,186 7,015.13 10/31/2010 7,463 7,158.24 11/30/2010 7,257 7,308.71 12/31/2010 7,874 7,865.49 1/31/2011 7,801 7,875.46 2/28/2011 7,915 8,234.57 3/31/2011 7,972 7,478.06 4/30/2011 8,329 7,505.33 5/31/2011 8,134 7,383.12 6/30/2011 8,037 7,491.27 7/31/2011 7,923 7,756.58 8/31/2011 7,103 7,126.14 9/30/2011 6,275 7,008.91 10/31/2011 6,697 6,991.62 11/30/2011 6,519 6,682.91 12/31/2011 6,362 6,738.26 1/31/2012 6,650 7,042.89 2/29/2012 6,838 7,398.31 3/31/2012 6,918 7,497.32 4/30/2012 6,858 7,257.88 5/31/2012 6,034 6,609.98 6/30/2012 6,392 6,949.76 7/31/2012 6,302 6,783.80 8/31/2012 6,372 6,734.54 9/30/2012 6,362 6,891.17 10/31/2012 6,292 6,762.13 11/30/2012 6,421 6,922.70 12/31/2012 6,603 7,289.45 1/31/2013 6,847 7,557.08 2/28/2013 6,959 7,758.57 3/31/2013 7,254 8,137.42 4/30/2013 7,905 8,851.13 5/31/2013 7,396 8,349.77 6/30/2013 7,753 8,495.74 7/31/2013 7,803 8,546.96 8/31/2013 7,620 8,363.06 9/30/2013 8,241 9,061.64 10/31/2013 8,312 9,061.55 11/30/2013 8,414 9,196.32 12/31/2013 8,447 9,269.50 1/31/2014 8,156 8,911.87 2/28/2014 8,346 8,864.07 3/31/2014 8,279 8,749.92 4/30/2014 8,168 8,524.00 5/31/2014 8,425 8,868.69 6/30/2014 8,916 9,332.46 7/31/2014 8,804 9,386.49 8/31/2014 8,659 9,182.68 9/30/2014 8,637 9,117.37 Class A Class B Class C ------------------ ------------------ ------------------ SunAmerica Average Average Average Japan Annual Cumulative Annual Cumulative Annual Cumulative Fund# Return Return+ Return Return+ Return Return+ ----------------- ------- ---------- ------- ---------- ------- ---------- 1 Year Return -1.17% 4.81% 0.28% 4.07% 3.13% 4.07% -------------------------------------------------------------------------- 5 Year Return 5.06% 35.83% 5.30% 31.31% 5.60% 31.31% -------------------------------------------------------------------------- Since Inception* -1.73% -8.38% -1.63% -12.94% -1.69% -13.35% -------------------------------------------------------------------------- +Cumulative returns do not include sales load. If sales load had been included, the return would have been lower. *Inception date: Class A, Class B and Class C: 05/02/06. #For the purposes of the graph, it has been assumed that the maximum sales charge of 5.75% of offering price, was deducted from the initial $10,000 investment in the Fund. For purposes of the average annual returns in the table, it has been assumed that the maximum sales charge with respect to the Class A shares was deducted from the initial investment in the Fund and that the CDSCs with respect to the Class B and Class C shares have been deducted, as applicable. For the 12 month period ended September 30, 2014, the SunAmerica Japan Class A returned -1.17% compared to 0.62% for the MSCI Japan Index (Net). (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: 5.75%, Class B: 4.00% Contingent Deferred Sales Charge (CDSC), Class C: 1.00% CDSC. The fund's daily net assets 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.safunds.com. @ The MSCI Japan Index (Net) is a free-float adjusted market capitalization weighted index that is designed to track the equity market performance of Japanese securities listed on Tokyo Stock Exchange, Osaka Stock Exchange, JASDAQ and Nagoya Stock Exchange. Net total return indices reinvest dividends after the deduction of withholding taxes, using (for international indices) a tax rate applicable to non-resident institutional investors who do not benefit from double taxation treaties. Indices are not managed and an investor cannot invest directly into an index. 46 [LOGO] HARBORSIDE FINANCIAL CENTER 3200 PLAZA 5 JERSEY CITY, NJ 07311-4992 TRUSTEES SHAREHOLDER SERVICING DELIVERY OF SHAREHOLDER Richard W. Grant AGENT DOCUMENTS Peter A. Harbeck SunAmerica Fund The Funds have adopted a Dr. Judith L. Craven Services, Inc. policy that allows them William F. Devin Harborside Financial to send only one copy of Stephen J. Gutman Center a Fund's prospectus, William J. Shea 3200 Plaza 5 proxy material, annual OFFICERS Jersey City, NJ report and semi-annual John T. Genoy, President 07311-4992 report (the "shareholder and Chief Executive CUSTODIAN AND TRANSFER documents") to Officer AGENT shareholders with Kara Murphy, Vice State Street Bank and multiple accounts President Trust Company residing at the same James Nichols, Vice P.O. Box 5607 "household." This President Boston, MA 02110 practice is called Katherine Stoner, Vice VOTING PROXIES ON TRUST householding and reduces President and Chief PORTFOLIO SECURITIES Fund expenses, which Compliance Officer A description of the benefits you and other Gregory N. Bressler, policies and procedures shareholders. Unless the Secretary that the Trust uses to Funds receive Gregory R. Kingston, determine how to vote instructions to the Vice President and proxies relating to con-trary, you will only Treasurer securities held in a receive one copy of the Shawn Parry, Vice Fund's portfolio which is shareholder documents. President and available in the Trust's The Funds will continue Assistant Treasurer Statement of Additional to household the Donna McManus, Vice Information, may be share-holder documents President and obtained without charge indefinitely, until we Assistant Treasurer upon request, by calling are instructed otherwise. Kathleen Fuentes, Chief (800) 858-8850. This If you do not wish to Legal Officer and in-formation is also participate in Assistant Secretary available from the EDGAR householding, please Nori L. Gabert, Vice database on the U.S. contact Shareholder President and Securities and Ex-change Services at (800) Assistant Secretary Commission's website at 858-8850 ext. 6010 or Matthew Hackethal, http://www.sec.gov. send a written request Anti-Money Laundering PROXY VOTING RECORD ON with your name, the name Compliance Officer SUNAMERICA EQUITY FUNDS of your fund(s) and your Chris A Okeke, Assistant Information regarding how account number(s) to Treasurer SunAmerica Equity Funds SunAmerica Mutual Funds INVESTMENT ADVISER voted proxies relating to c/o BFDS, P.O. Box SunAmerica Asset securities held in 219186, Kansas City MO, Management, LLC SunAmerica Equity Funds 64121-9186. We will Harborside Financial during the most recent resume individual Center twelve month period ended mailings for your account 3200 Plaza 5 June 30 is available, within thirty (30) days Jersey City, NJ once filed with the U.S. of receipt of your 07311-4992 Securities and Exchange request. DISTRIBUTOR Commission, without This report is submitted AIG Capital Services, charge, upon request, by solely for the general Inc. calling (800) 858-8850 or information of Harborside Financial on the U.S. Securities shareholders of the Center and Exchange Commission's Funds. Distribution of 3200 Plaza 5 website at this report to persons Jersey City, NJ http://www.sec.gov. other than shareholders 07311-4992 DISCLOSURE OF QUARTERLY of the Funds is PORTFOLIO HOLDINGS authorized only in The Trust is required to con-nection with a file its complete currently effective schedule of portfolio pro-spectus, setting holdings with the U.S. forth details of the Securities and Exchange Funds, which must precede Commission for its first or accom-pany this report. and third fiscal quarters on Form N-Q. The Trust's Forms N-Q are available on the U.S. Securities and Exchange Commission's website at http://www.sec.gov. You can also review and obtain copies of the Forms N-Q at the U.S. Securities and Exchange Com-mission's Public Reference Room in Wash-ington, DC (information on the operation of Public Reference Room may be obtained by calling 1-800-SEC-0330). [GRAPHIC] GO PAPERLESS!! DID YOU KNOW THAT YOU HAVE THE OPTION TO RECEIVE YOUR SHAREHOLDER REPORTS ONLINE? By choosing this convenient service, you will no longer receive paper copies of Fund documents such as annual reports, semi-annual reports, prospectuses and proxy statements in the mail. Instead, you are provided with quick and easy access to this information via the Internet. Why Choose Electronic Delivery? IT'S QUICK -- Fund documents will be received faster than via traditional mail. IT'S CONVENIENT -- Elimination of bulky documents from personal files. IT'S COST EFFECTIVE -- Reduction of your Fund's printing and mailing costs. TO SIGN UP FOR ELECTRONIC DELIVERY, FOLLOW THESE SIMPLE STEPS: 1 GO TO WWW.SAFUNDS.COM 2 CLICK ON THE LINK TO "GO PAPERLESS!!" The email address you provide will be kept strictly confidential. Once your enrollment has been processed, you will begin receiving email notifications when anything you receive electronically is available online. You can return to www.safunds.com at any time to change your email address, edit your preferences or to cancel this service if you choose to resume physical delivery of your Fund documents. Please note - this option is only available to accounts opened through the Funds. FOR INFORMATION ON RECEIVING THIS REPORT ONLINE, SEE INSIDE BACK COVER. FUNDS DISTRIBUTED BY AIG CAPITAL SERVICES, INC. This fund report must be preceded by or accompanied by a prospectus. Investors should carefully consider a Fund's investment objectives, risks, charges and expenses before investing. The prospectus, containing this and other important information, can be obtained from your financial advisor, the SunAmerica Sales Desk at 800-858-8850, ext. 6003, or at www.safunds.com. Read the prospectus carefully before investing. WWW.SAFUNDS.COM EQANN - 9/14 [LOGO] AIG Sun America Mutual Funds Item 2. Code of Ethics The SunAmerica Equity Funds (the "registrant") has adopted a Code of Ethics applicable to its Principal Executive and Principal Accounting Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002. During the fiscal year ended 2014, there were no reportable amendments, waivers or implicit waivers to a provision of the Code of Ethics that applies to the registrant's Principal Executive and Principal Accounting Officers. Item 3. Audit Committee Financial Expert. The registrant's Board of Trustees has determined that William J. Shea, the Chairman of the registrant's Audit Committee, qualifies as an audit committee financial expert, as defined in Item 3(b) 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: 2013 2014 (a) Audit Fees ....................$ 100,119 $ 103,925 (b) Audit-Related Fees ............$ 0 $ 0 (c) Tax Fees ......................$ 0 $ 0 (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. 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: 2013 2014 (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 Affiliates") 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 Adviser Affiliates were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Not applicable. (g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant's principal accountant for non-audit services rendered to the registrant, its investment adviser, and Adviser Affiliates that provides ongoing services to the registrant for 2013 and 2014 were $45,982 and $0, respectively. (h) Not applicable. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. 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. 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 Trustees 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 registrant's last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal contro1 over financial reporting. Item 12. Exhibits. (a) (1) Code of Ethics applicable to its Principal Executive and Principle Accounting Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit 99.406. Code of Ethics. (2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) attached hereto as Exhibit 99.CERT. (3) Not applicable. (b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) and Section 906 of the Sarbanes- Oxley Act of 2002 attached hereto as Exhibit 99.906.CERT. 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 Equity Funds By: /s/ John T. Genoy ------------------ John T. Genoy President Date: December 8, 2014 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/ John T. Genoy ----------------- John T. Genoy President Date: December 8, 2014 By: /s/ Gregory R. Kingston ----------------------- Gregory R. Kingston Treasurer Date: December 8, 2014