Exhibit 99.406
ANCHOR SERIES TRUST
SUNAMERICA EQUITY FUNDS
SUNAMERICA INCOME FUNDS
SUNAMERICA MONEY MARKET FUNDS, INC.
SUNAMERICA SENIOR FLOATING RATE FUND, INC.
SUNAMERICA SERIES, INC.
SUNAMERICA SPECIALTY SERIES
(collectively, the "Funds")
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND PRINCIPAL ACCOUNTING OFFICERS
I. Introduction
The Boards of Directors/Trustees of the Funds (the "Boards") have
adopted this Code of Ethics (this "Code") pursuant to Section 406 of the
Sarbanes-Oxley Act applicable to the Funds' Principal Executive Officer and
Principal Accounting Officer (the "Covered Officers" each of whom is set forth
in Exhibit A) for the purpose of deterring wrongdoing and promoting:
. Honest and ethical conduct, including the ethical handling of
conflicts of interest between personal and professional relationships;
. Full, fair, accurate, timely and understandable disclosure;
. Compliance with applicable laws and governmental rules and
regulations;
. The prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
. Accountability for adherence to the Code.
Each Covered Officer must comply with applicable law. Each Covered
Officer also has a responsibility to conduct himself or herself in an honest
and ethical manner and to adhere to a high standard of business ethics. Each
Covered Officer has leadership responsibilities that include promoting a
culture of high ethical standards and a commitment to compliance, maintaining a
work environment that encourages the internal reporting of compliance concerns
and promptly addressing compliance concerns. Each Covered Officer should also
be sensitive to situations that may give rise to conflicts of interest.
II. Honest and Ethical Conduct
a. Honesty, Diligence and Professional Responsibility
Covered Officers are expected to observe both the form and the spirit of
the ethical principles contained in this Code. In particular, Covered Officers
must perform their duties and responsibilities for the Funds:
. with honesty, diligence, and a commitment to professional and ethical
responsibility;
. carefully, thoroughly and in a timely manner; and
. in conformity with applicable professional and technical standards.
b. Ethical Handling of Actual and Apparent Conflicts of Interest
A "conflict of interest" occurs when a Covered Officer's private
interest improperly interferes with the interests of, or his or her service to,
the Funds. For example, a conflict of interest would arise if a Covered
Officer, or a member of his or her immediate family, receives improper personal
benefits as a result of his or her position with the Funds.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Funds and already are subject to conflict of interest
provisions in the Investment Company Act of 1940, as amended (the "Investment
Company Act") and the Investment Advisers Act of 1940, as amended (the
"Investment Advisers Act"). For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale of securities or
other property) with the Funds because of their status as "affiliated persons"
of the Funds. The compliance programs and procedures of the Funds and the
Funds' investment adviser, SunAmerica Asset Management, LLC. ("SAAMCo"), are
designed to prevent, or identify and correct, violations of these provisions.
This Code does not, and is not intended to, repeat or replace these programs
and procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between, the Funds and SAAMCo, of which the Covered Officers are
also officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Funds or for SAAMCo, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the Funds and
SAAMCo. The participation of the Covered Officers in such activities is
inherent in the contractual relationship between the Funds and SAAMCo and is
consistent with the performance by the Covered Officers of their duties as
officers of the Funds. Thus, if performed in conformity with the provisions of
the Investment Company Act and the Investment Advisers Act, such activities
will be deemed to have been handled ethically. In addition, it is recognized by
the Boards that the Covered Officers may also be officers or employees of other
investment companies advised by SAAMCo.
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In particular, each Covered Officer must:
. Not use his or her personal influence or personal relationships to
influence investment decisions or financial reporting by the Funds
whereby the Covered Officer would benefit personally to the detriment of
the Funds;
. Not cause the Funds to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Funds; and
. Report at least annually to the Funds' Ethics Committee any material
transaction or relationship that could reasonably be expected to give
rise to a conflict of interest.
There are certain potential conflict of interest situations that should
be discussed with the Ethics Committee if material. Examples of these include:
. Service as a director on the board of any company;
. The receipt of any non-nominal gifts;
. The receipt of any entertainment from any company with which the Funds
have current or prospective business dealings unless such entertainment
is business-related, reasonable in cost, appropriate as to time and
place, and not so frequent as to raise any question of impropriety;
. Any ownership interest in, or any consulting or employment relationship
with, any of the Funds' service providers, other than SAAMCo, the Funds'
principal underwriter or any affiliated person thereof;
. A direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Funds for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
c. Conduct in the Preparation of Financial Statements
Covered Officers must not knowingly make any misrepresentations
regarding the Funds' financial statements or any facts used in the preparation
of the Funds' financial statements. This section is intended to prohibit:
. making, or permitting or directing another to make, materially false or
misleading entries in the Funds' financial statements or records;
. failing to correct the Funds' financial statements or records that are
materially false or misleading; and
. signing, or permitting or directing another to sign, a document
containing materially false or misleading financial information.
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d. Obligations to the Independent Auditor of the Funds
In dealing with the Funds' independent auditor, Covered Officers must be
candid and not knowingly misrepresent facts or knowingly fail to disclose
material facts, and must respond to specific inquiries and requests by the
Funds' independent auditor.
Covered Officers must not take any action, or direct any person to take
any action, to fraudulently influence, coerce, manipulate or mislead the Funds'
independent auditor in the performance of an audit of the Funds' financial
statements for the purpose of rendering such financial statements materially
misleading.
III. Disclosure and Compliance
. Each Covered Officer will familiarize himself or herself with the
disclosure requirements generally applicable to the Funds;
. Each Covered Officer will not knowingly misrepresent, or cause others to
misrepresent, facts about the Funds to others, whether within or outside
the Funds, including to the Boards and auditors, or to governmental
regulators and self-regulatory organizations;
. Each Covered Officer will, to the extent appropriate within his or her
area of responsibility, consult with other officers and employees of the
Funds and SAAMCo with the goal of promoting full, fair, accurate, timely
and understandable disclosure in the reports and documents that the
Funds file with, or submit to, the SEC and in other public
communications made by the Funds; and
. It is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. Reporting and Accountability
Each Covered Officer must:
. Upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Boards that he or she has
received, read and understands the Code;
. Annually thereafter affirm to the Boards that he or she has complied
with the requirements of the Code;
. Not retaliate against any other Covered Officer or affiliated person of
the Funds for reports of potential violations of this Code that are made
in good faith; and
. Notify the Ethics Committee promptly if he or she knows of any violation
of this Code. Failure to do so is itself a violation of this Code.
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The Ethics Committee is responsible for applying this Code to specific
situations in which questions are presented to it and has the authority to
interpret this Code in any particular situation. The Ethics Committee will also
consider waivers sought by the Covered Officers.
The Funds will act according to the following procedures in
investigating and enforcing this Code:
. The Ethics Committee will take all appropriate action to investigate any
potential violations reported to it;
. If, after such investigation, the Ethics Committee believes that no
violation has occurred, the Ethics Committee is not required to take any
further action;
. If the Ethics Committee determines that a violation has occurred, it
will consider appropriate action, which may include review of, and
appropriate modifications to, applicable policies and procedures;
notification to appropriate personnel of SAAMCo or its board; or a
recommendation to dismiss the Covered Officer;
. The Ethics Committee will be responsible for granting waivers, as
appropriate;
. The Ethics Committee will inform the Boards of violations or waivers of
this Code; and
. Any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
V. Other Policies and Procedures
This Code shall be the sole Code of Ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to investment companies thereunder. Insofar as other policies or
procedures of the Funds, SAAMCo, the Funds' principal underwriter or other
service providers govern or purport to govern the behavior or activities of the
Covered Officers who are subject to this Code, they are superseded by this Code
to the extent that they overlap or conflict with the provisions of this Code.
The Code of Ethics of the Funds, SAAMCo and the Funds' principal underwriter,
under Rule 17j-1 of the Investment Company Act, and SAAMCo's more detailed
policies and procedures set forth in the SAAMCo Compliance Procedures Manual
are separate requirements applying to Covered Officers and others, and are not
part of this Code.
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VI. Amendments
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Boards.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code
shall be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Funds, the Ethics Committee,
SAAMCo and the Boards and their independent counsel.
VIII. Internal Use
The Code is intended solely for internal use by the Funds and does not
constitute an admission, by or on behalf of the Funds, as to any fact,
circumstance or legal conclusion.
Date: September 17, 2019
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Exhibit A
John Genoy, Principal Executive Officer
Gregory R. Kingston, Principal Accounting Officer
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