Investment Company Act file number | 811-21770 |
Harborside Financial Center, 3200 Plaza 5 Jersey City, NJ | 07311 | |
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code: | (201) 324-6414 |
Date of fiscal year end: | December 31 |
||
Date of reporting period: | June 30, 2008 |
June 30, 2008
SEMI-ANNUAL REPORT
SUNAMERICA FOCUSED ALPHA GROWTH FUND, INC.
SunAmerica Focused Alpha Growth Fund
(FGF)
SHAREHOLDERS
LETTER
|
1 | |
STATEMENT OF ASSETS AND
LIABILITIES
|
3 | |
STATEMENT OF
OPERATIONS
|
4 | |
STATEMENT OF CHANGES IN NET
ASSETS
|
5 | |
FINANCIAL HIGHLIGHTS
|
6 | |
PORTFOLIO OF
INVESTMENTS
|
7 | |
NOTES TO FINANCIAL
STATEMENTS
|
9 | |
DIVIDEND REINVEST AND CASH
PURCHASE PLAN
|
14 | |
RESULTS OF ANNUAL SHAREHOLDER
MEETING
|
15 |
June 30, 2008
SEMI-ANNUAL REPORT
Shareholders
Letter
Dear Shareholders:
We are pleased to present the semi-annual report for the
SunAmerica Focused Alpha Growth Fund (the Fund) and
thank you for including this strategic investment solution in
your investment plan.
In the 6 months ended June 30, 2008, the Funds
Net Asset Value (NAV) returned -13.23%, underperforming its
benchmark, the Russell 3000 Growth
Index1,
which returned -9.04% for the same period. The Funds
market price returned -13.39% during the same period. As of
June 30, 2008, the Funds NAV was $17.56 and its
market price was $15.68.
Equity returns experienced a roller coaster ride
during the first six months of 2008. The S&P 500
Index2
had its worst June since 1930 and several major market indices
had either reached, or were approaching, 20% declines from their
peak levels in late 2007.
Two story lines affected the markets in the first half of the
year record high prices for energy and commodities
and continued problems in the credit and housing markets. Market
declines from mid-May mirrored the increases in the price of
oil. Strains in the capital markets together with record
declines in residential housing markets in the U.S. put added
pressure on the equity market during the period.
Profit growth among sectors varied greatly over the past six
months. For instance, earnings advances during the six-month
period were recorded for healthcare, energy, technology, and
utility sectors, among others, while losses occurred for
financials, cyclical-linked materials, and consumer
discretionary stocks. Small-cap companies faired better than
their large capitalization counterparts by nearly 200 basis
points (based on the Russell 2000
Index3
and Russell 1000
Index4
performance). Within the large capitalization arena, growth
topped value.
Fixed income markets were volatile in the first half of 2008.
Long-term interest rates, as represented by the
10-year U.S. Treasury
Note, ended June yielding 3.98%, nearly in line with where they
started the year, but well below peak levels reached during the
second quarter. A flight to the safe-harbor of U.S.
Treasuries, and moves by investors especially
financial institutions to
de-leverage limited
liquidity, put downward pressure on prices.
The Fund invests in what its managers believe are well-managed
companies with strong fundamentals, established business models
and growth potential. What sets the Fund apart is that it brings
together two of Wall Streets best known equity managers,
blending large and small/mid-cap growth investing. Marsico
Capital Management LLC (Marsico) and BAMCO Inc.
(BAMCO) each contribute their favorite stock picks
to the portfolio. Tom Marsico emphasizes large-cap growth
investing while BAMCOs Ron Baron and his team focus on
small/mid-cap growth opportunities.
We value your ongoing confidence in us and look forward to
serving your investment needs in the future.
Sincerely,
Peter A. Harbeck
President and CEO
AIG SunAmerica Asset Management Corp.
1
The Russell 3000 Growth Index measures the performance of those
Russell 3000 Index companies with higher price-to-book
ratios and higher forecasted growth values. The
Russell 3000 Index consists of the 3,000 largest
U.S. companies based on total market capitalization.
2
The S&P 500 is the Standard &
Poors 500 composite Stock Price Index, a widely
recognized, unmanaged index of common stock prices.
3
The Russell 2000 Index measures the performance of the
small-cap segment of the U.S. equity universe. The
Russell 2000 Index is a subset of the Russell 3000
Index representing approximately 10% of the total market
capitalization of that index. It includes approximately 2000 of
the smallest securities based on a combination of their market
cap and current index membership.
4
The Russell 1000 Index offers investors access to the
extensive large-cap segment of the U.S. equity universe
representing approximately 92% of the U.S. market. The
Russell 1000 is constructed to provide a comprehensive and
unbiased barometer for the large-cap segment and is completely
reconstituted annually to ensure new and growing equities are
reflected. The Russell 1000 includes the largest 1000
securities in the Russell 3000.
Indices are not managed and an
investor cannot invest directly into an index.
1
Shareholders
Letter
(continued)
Investors should carefully consider the SunAmerica Focused Alpha
Growth Funds investment objective, strategies, risks,
charges and expenses before investing. The SunAmerica Focused
Alpha Growth Fund should be considered as only one element of a
complete investment program. The Funds equity exposure and
derivative investments involve special risks. An investment in
this Fund should be considered speculative. There is no
assurance that the SunAmerica Focused Alpha Growth Fund will
achieve its investment objectives. The Fund is actively managed
and its portfolio composition will vary. Investing in the Fund
is subject to several risks, including: Non-Diversified Status
Risk, Growth and Value Stock Risk, Key Adviser Personnel Risk,
Investment and Market Risk, Issuer Risk, Foreign Securities
Risk, Emerging Markets Risk, Income Risk, Hedging Strategy Risk,
Derivatives Risk, Preferred Securities Risk, Debt Securities
Risk, Small and Medium Capitalization Company Risk, Leverage
Risk, Liquidity Risk, Market Price of Shares Risk, Management
Risk, Anti-Takeover Provisions Risk, Portfolio Turnover Risk and
Non-Investment Grade Securities Risk. The price of shares of the
Fund traded on the New York Stock Exchange will fluctuate with
market conditions and may be worth more or less than their
original offering price. Shares of closed-end funds often trade
at a discount to their net asset value, but may also trade at a
premium.
2
ASSETS:
|
|||||
Long-term investment securities, at
market value (unaffiliated)*
|
$ | 346,548,483 | |||
Short-term investment securities,
at market value (unaffiliated)*
|
11,125,000 | ||||
Total investments
|
357,673,483 | ||||
Cash
|
832 | ||||
Receivable for:
|
|||||
Dividends and interest
|
127,501 | ||||
Prepaid expenses and other assets
|
4,672 | ||||
Total assets
|
357,806,488 | ||||
LIABILITIES:
|
|||||
Payable for:
|
|||||
Investment advisory and management
fees
|
316,350 | ||||
Directors fees and expenses
|
916 | ||||
Administration fees
|
12,652 | ||||
Other accrued expenses
|
85,891 | ||||
Total liabilities
|
415,809 | ||||
Net Assets
|
$ | 357,390,679 | |||
NET ASSETS REPRESENTED
BY:
|
|||||
Common stock, $0.001 par value
(200,000,000 shares authorized)
|
$ | 20,355 | |||
Additional paid-in capital
|
335,594,155 | ||||
335,614,510 | |||||
Accumulated undistributed net
investment income (loss) (unaffiliated)
|
(610,353 | ) | |||
Accumulated undistributed net
realized gain (loss) on investments (unaffiliated)
|
119,442 | ||||
Unrealized appreciation
(depreciation) on investments (unaffiliated)
|
22,267,080 | ||||
Net Assets
|
$ | 357,390,679 | |||
NET ASSET VALUES
|
|||||
Net assets
|
$ | 357,390,679 | |||
Shares outstanding
|
20,355,236 | ||||
Net asset value per share
|
$ | 17.56 | |||
*Cost
|
|||||
Long-term investment securities
(unaffiliated)
|
$ | 324,281,403 | |||
Short-term investment securities
(unaffiliated)
|
$ | 11,125,000 | |||
3 |
INVESTMENT INCOME:
|
|||||
Dividends (unaffiliated)
|
$ | 1,395,207 | |||
Interest (unaffiliated)
|
151,719 | ||||
Total investment income
|
1,546,926 | ||||
EXPENSES:
|
|||||
Investment advisory and management
fees
|
1,902,496 | ||||
Administration fees
|
76,100 | ||||
Transfer agent fees and expenses
|
10,537 | ||||
Custodian and accounting fees
|
51,347 | ||||
Reports to shareholders
|
20,393 | ||||
Audit and tax fees
|
18,922 | ||||
Legal fees
|
34,894 | ||||
Directors fees and expenses
|
27,359 | ||||
Other expenses
|
20,060 | ||||
Total expenses before custody
credits
|
2,162,108 | ||||
Custody credits earned on cash
balances
|
(747 | ) | |||
Fees paid indirectly (Note 4)
|
(4,082 | ) | |||
Net expenses
|
2,157,279 | ||||
Net investment income (loss)
|
(610,353 | ) | |||
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES:
|
|||||
Net realized gain (loss) on
investments (unaffiliated)
|
161,773 | ||||
Change in unrealized appreciation
(depreciation) on investments (unaffiliated)
|
(56,188,770 | ) | |||
Net realized and unrealized gain
(loss) on investments and foreign currencies
|
(56,026,997 | ) | |||
NET INCREASE (DECREASE) IN
NET ASSETS RESULTING FROM OPERATIONS
|
$ | (56,637,350 | ) | ||
4 |
For the | |||||||||
Six Months Ended | For the | ||||||||
June 30, 2008 | Year Ended | ||||||||
(unaudited) | December 31, 2007 | ||||||||
INCREASE (DECREASE) IN NET
ASSETS
|
|||||||||
Operations:
|
|||||||||
Net investment income (loss)
|
$ | (610,353 | ) | $ | 146,614 | ||||
Net realized gain (loss) on
investments and foreign currencies
|
161,773 | 51,519,519 | |||||||
Net unrealized gain (loss) on
investments and foreign currencies
|
(56,188,770 | ) | 2,651,096 | ||||||
Net increase (decrease) in net
assets resulting from operations
|
(56,637,350 | ) | 54,317,229 | ||||||
Distributions to shareholders
from:
|
|||||||||
Net investment income
|
| * | (146,536 | ) | |||||
Net realized gain on investments
|
| * | (51,561,928 | ) | |||||
Return of capital
|
(14,248,665 | )* | (15,667,367 | ) | |||||
Total distributions to shareholders
|
(14,248,665 | ) | (67,375,831 | ) | |||||
Total increase
(decrease) in net assets
|
(70,886,015 | ) | (13,058,602 | ) | |||||
NET ASSETS:
|
|||||||||
Beginning of period
|
428,276,694 | 441,335,296 | |||||||
End of period
|
$ | 357,390,679 | $ | 428,276,694 | |||||
|
|||||||||
Includes
accumulated undistributed net investment income (loss)
|
$ | (610,353 | ) | $ | | ||||
* | Amounts estimated are for net investment income, net realized short-term capital gains and return of capital as of June 30, 2008, and are subject to change and recharacterization at fiscal year end. |
5 |
For the | For the Period | ||||||||||||||||
Six Months Ended | For the | For the | July 29, 2005 | ||||||||||||||
June 30, 2008 | Year Ended | Year Ended | through | ||||||||||||||
(unaudited) | December 31, 2007 | December 31, 2006 | December 31, 2005 | ||||||||||||||
Net Asset Value, Beginning of
period
|
$ | 21.04 | $ | 21.68 | $ | 19.59 | $ | 19.10 | (1) | ||||||||
Investment Operations:
|
|||||||||||||||||
Net investment income (loss)@
|
(0.03 | ) | 0.01 | 0.01 | (0.02 | ) | |||||||||||
Net realized and unrealized gain
(loss) on investments
|
(2.75 | ) | 2.66 | 3.28 | 1.05 | ||||||||||||
Total from investment operations
|
(2.78 | ) | 2.67 | 3.29 | 1.03 | ||||||||||||
Distributions From:
|
|||||||||||||||||
Net investment income
|
| * | (0.01 | ) | (0.01 | ) | | ||||||||||
Net realized gains on investments
|
| * | (2.53 | ) | (0.62 | ) | | ||||||||||
Return of capital
|
(0.70 | )* | (0.77 | ) | (0.57 | ) | (0.50 | ) | |||||||||
Total distributions
|
(0.70 | )* | (3.31 | ) | (1.20 | ) | (0.50 | ) | |||||||||
Capital Share
Transactions:
|
|||||||||||||||||
Offering costs for common shares
charged to additional paid-in capital
|
| | | (0.04 | ) | ||||||||||||
Net Asset Value, End of
period
|
$ | 17.56 | $ | 21.04 | $ | 21.68 | $ | 19.59 | |||||||||
Net Asset Value Total
Return(2)#
|
(13.23 | )% | 12.67 | % | 17.37 | % | 5.27 | % | |||||||||
Market Value, End of
period
|
$ | 15.68 | $ | 18.92 | $ | 19.74 | $ | 17.03 | |||||||||
Market Value Total
Return(3)#
|
(13.39 | )% | 13.20 | % | 23.65 | % | (12.42 | )% | |||||||||
Ratios/ Supplemental
Data:
|
|||||||||||||||||
Net Assets, end of period
($000s)
|
$ | 357,391 | $ | 428,277 | $ | 441,335 | $ | 398,807 | |||||||||
Ratio of expenses to average net
assets(4)
|
1.15 | % | 1.14 | % | 1.16 | % | 1.17 | % | |||||||||
Ratio of net investment income
(loss) to average net assets(4)
|
(0.33 | )% | 0.03 | % | 0.04 | % | (0.28 | )% | |||||||||
Portfolio turnover rate
|
50 | % | 51 | % | 55 | % | 28 | % |
| Commencement of operations |
@ | Calculated based upon average shares outstanding |
* | Amounts estimated are for net investment income, net realized short-term capital gains and return of capital as of June 30, 2008, and are subject to change and recharacterization at fiscal year end. |
# | Total return is not annualized. |
| Annualized |
(1) | Net asset value, beginning of period, reflects a deduction of $0.90 per share sales charge from the initial offering price of $20.00. |
(2) | Based on net asset value per share, dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Funds dividend reinvestment plan. NAV performance reflects performance without imposition of initial sales charge in connection with the initial public offering of the Fund and would be lower if included. |
(3) | Based on market value per share, dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Funds dividend reinvestment plan. |
(4) | Excludes expense reductions. If expense reductions had been applied, the ratio of expenses and net investment income to average net assets would have remained the same. |
6 |
Industry Allocation*
|
||||
Aerospace/ Defense
|
12.1 | % | ||
Oil
Companies-Exploration & Production
|
10.6 | |||
Agricultural Chemicals
|
7.0 | |||
Transport-Rail
|
6.8 | |||
Retail-Restaurants
|
6.1 | |||
Web Portals/ ISP
|
5.8 | |||
Commercial Services-Finance
|
5.8 | |||
Computers
|
5.5 | |||
Oil-Field Services
|
4.7 | |||
Schools
|
3.7 | |||
Soap & Cleaning Preparation
|
3.2 | |||
Time Deposit
|
3.1 | |||
Electric-Transmission
|
3.1 | |||
Casino Hotels
|
2.6 | |||
Retail-Sporting Goods
|
2.5 | |||
Transport-Services
|
2.4 | |||
Medical Instruments
|
2.4 | |||
Casino Services
|
1.7 | |||
Internet Content-Information/ News
|
1.6 | |||
Retail-Automobile
|
1.5 | |||
Finance-Investment Banker/ Broker
|
1.4 | |||
Investment Management/ Advisor
Services
|
1.3 | |||
Retail-Apparel/ Shoe
|
1.1 | |||
Real Estate Management/ Services
|
1.1 | |||
Building-Residential/ Commercial
|
1.0 | |||
Decision Support Software
|
1.0 | |||
Distribution/ Wholesale
|
1.0 | |||
100.1 | % | |||
* | Calculated as a percentage of net assets |
7 |
Market Value | |||||||||
Security Description | Shares | (Note 2) | |||||||
COMMON STOCK 97.0% | |||||||||
Aerospace/ Defense
12.1%
|
|||||||||
General Dynamics Corp.
|
257,853 | $ | 21,711,223 | ||||||
Lockheed Martin Corp.
|
219,014 | 21,607,921 | |||||||
43,319,144 | |||||||||
Agricultural
Chemicals 7.0%
|
|||||||||
Monsanto Co.
|
196,667 | 24,866,576 | |||||||
Building-Residential/
Commercial 1.0%
|
|||||||||
Toll Brothers, Inc.
|
200,000 | 3,746,000 | |||||||
Casino Hotels
2.6%
|
|||||||||
Wynn Resorts, Ltd.
|
115,000 | 9,355,250 | |||||||
Casino Services
1.7%
|
|||||||||
Scientific Games Corp.,
Class A
|
200,000 | 5,924,000 | |||||||
Commercial
Services-Finance 5.8%
|
|||||||||
Mastercard, Inc., Class A
|
77,444 | 20,562,931 | |||||||
Computers
5.5%
|
|||||||||
Apple, Inc.
|
118,396 | 19,824,226 | |||||||
Decision Support
Software 1.0%
|
|||||||||
MSCI, Inc.
|
100,000 | 3,629,000 | |||||||
Distribution/
Wholesale 1.0%
|
|||||||||
Fastenal Co.
|
80,000 | 3,452,800 | |||||||
Electric-Transmission
3.1%
|
|||||||||
ITC Holdings Corp.
|
215,000 | 10,988,650 | |||||||
Finance-Investment Banker/
Broker 1.4%
|
|||||||||
Jefferies Group, Inc.
|
300,000 | 5,046,000 | |||||||
Internet Content-Information/
News 1.6%
|
|||||||||
HLTH Corp.
|
510,000 | 5,773,200 | |||||||
Investment Management/ Advisor Services 1.3% | |||||||||
Cohen & Steers,
Inc.
|
180,000 | 4,674,600 | |||||||
Medical Instruments
2.4%
|
|||||||||
Edwards Lifesciences Corp.
|
136,800 | 8,487,072 | |||||||
Oil Companies-Exploration & Production 10.6% | |||||||||
Encore Acquisition Co.
|
200,000 | 15,038,000 | |||||||
XTO Energy, Inc.
|
333,201 | 22,827,601 | |||||||
37,865,601 | |||||||||
Oil-Field Services
4.7%
|
|||||||||
Transocean, Inc.
|
110,800 | 16,884,812 | |||||||
Shares/ | |||||||||
Principal | Market Value | ||||||||
Security Description | Amount | (Note 2) | |||||||
Real Estate Management/
Services 1.1%
|
|||||||||
CB Richard Ellis Group, Inc.,
Class A
|
200,000 | 3,840,000 | |||||||
Retail-Apparel/ Shoe
1.1%
|
|||||||||
Under Armour, Inc.,
Class A
|
155,105 | 3,976,892 | |||||||
Retail-Automobile
1.5%
|
|||||||||
CarMax, Inc.
|
380,000 | 5,392,200 | |||||||
Retail-Restaurants
6.1%
|
|||||||||
McDonalds Corp.
|
386,906 | 21,751,855 | |||||||
Retail-Sporting
Goods 2.5%
|
|||||||||
Dicks Sporting Goods,
Inc.
|
500,000 | 8,870,000 | |||||||
Schools
3.7%
|
|||||||||
DeVry, Inc.
|
250,000 | 13,405,000 | |||||||
Soap & Cleaning
Preparation 3.2%
|
|||||||||
Church & Dwight Co.,
Inc.
|
200,000 | 11,270,000 | |||||||
Transport-Rail
6.8%
|
|||||||||
Union Pacific Corp.
|
320,908 | 24,228,554 | |||||||
Transport-Services
2.4%
|
|||||||||
Expeditors International of
Washington, Inc.
|
200,000 | 8,600,000 | |||||||
Web Portals/ ISP
5.8%
|
|||||||||
Google, Inc., Class A
|
39,539 | 20,814,120 | |||||||
Total Long-Term Investment
Securities
|
|||||||||
(cost $324,281,403)
|
346,548,483 | ||||||||
SHORT-TERM INVESTMENT SECURITIES 3.1% | |||||||||
Time Deposit
3.1%
|
|||||||||
Euro Time Deposit with State Street
Bank & Trust Co.
1.35% due 07/01/08 (cost $11,125,000) |
$ | 11,125,000 | 11,125,000 | ||||||
TOTAL INVESTMENTS
|
|||||||||
(cost $335,406,403)(1)
|
100.1 | % | 357,673,483 | ||||||
Liabilities in excess of other
assets
|
(0.1 | ) | (282,804 | ) | |||||
NET ASSETS
|
100.0 | % | $ | 357,390,679 | |||||
| Non-income producing security |
(1) | See Note 6 for cost of investments on a tax basis. |
8 |
Note 1.
Organization of the Fund
SunAmerica Focused Alpha Growth Fund, Inc. (the
Fund) is a non-diversified closed-end management
investment company. The Fund is traded on the New York Stock
Exchange (NYSE) under the ticker symbol FGF. The
Fund was organized as a Maryland corporation on May 18,
2005 and is registered under the Investment Company Act of 1940,
as amended, (the 1940 Act). The Fund sold 5,236 of
its common stock shares (Shares) on July 18,
2005 to AIG SunAmerica Asset Management Corp. (the
Adviser or AIG SunAmerica), an indirect
wholly-owned subsidiary of America International Group, Inc.
(AIG). Investment operations commenced on
July 29, 2005 upon settlement of the sale of
18,500,000 shares in the amount of $353,350,000 (net of
underwriting fees and expenses of $16,650,000). In addition, on
August 25, 2005 and September 13, 2005, respectively,
the Fund issued 1,200,000 and 650,000 shares in the amount
of $22,920,000 and $12,415,000 (net of underwriting fees and
expenses of $1,080,000 and $585,000) in conjunction with the
exercise of the underwriters over-allotment option. AIG
SunAmerica paid certain organizational expenses of the Fund and
the offering costs of the Fund to the extent they exceeded
$.04 per share of the Funds common stock.
The Funds investment objective is to provide growth of
capital. The Fund seeks to pursue this objective by employing a
concentrated stock picking strategy in which the Fund, through
subadvisers selected by the Adviser, actively invests primarily
in a small number of equity securities (i.e., common stocks) and
to a lesser extent equity-related securities (i.e., preferred
stocks, convertible securities, warrants and rights) primarily
in the U.S. markets.
Indemnifications: Under the Funds organizational
documents, its officers and directors are indemnified against
certain liability arising out of the performance of their duties
to the Fund. In addition, in the normal course of business the
Fund enters into contracts that may contain the obligation to
indemnify others. The Funds maximum exposure under these
arrangements is unknown. Currently, however, the Fund expects
the risk of loss to be remote.
Note 2.
Significant Accounting Policies
The preparation of financial statements in accordance with
U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts and disclosures in the financial statements.
Actual results could differ from these estimates. The following
is a summary of the significant accounting policies followed by
the Fund in the preparation of its financial statements:
Security Valuation: Stocks are generally valued based
upon closing sales prices reported on recognized securities
exchanges. Stocks listed on the NASDAQ are valued using the
NASDAQ Official Closing Price (NOCP). Generally, the
NOCP will be the last sale price unless the reported trade for
the stock is outside the range of the bid/ask price. In such
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 NYSE, securities
traded primarily on security exchanges outside the U.S. are
valued at the last sale price on such exchanges on the day of
valuation, or if there is no sale on the day of valuation, at
the last-reported bid price. If a securitys price is
available from more than one exchange, the Fund uses 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 Funds
shares, and the Fund may determine that certain closing prices
are unreliable. 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 the 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 of Directors (the Board or the
Directors) to reflect what it believes to be the
fair value of the securities as of the close of regular trading
on the NYSE. The Fund may also fair value securities in other
situations, for
9
example, when a particular foreign market is closed but the Fund
is open. For foreign equity securities, the Fund uses an outside
pricing service to provide it with closing market prices and
information used for adjusting those prices.
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.
Securities for which market quotations are not readily available
or if a development/significant event occurs that may
significantly impact the value of the security, then these
securities are valued, as determined pursuant to procedures
adopted in good faith by the Board of Directors.
Repurchase Agreements: For repurchase agreements, the
Funds custodian takes possession of the collateral pledged
for investments in repurchase agreements. The underlying
collateral is valued daily on a mark to market basis to ensure
that the value, including accrued interest, is at least 102% of
the repurchase price. In the event of default of the obligation
to repurchase, a Fund has the right to liquidate the collateral
and apply the proceeds in satisfaction of the obligation. If the
seller defaults and the value of the collateral declines or if
bankruptcy proceedings are commenced with respect to the seller
of the security, realization of the collateral by the Fund may
be delayed or limited. At June 30, 2008, the Fund did not
enter into any repurchase agreements.
Securities Transactions, Investment Income, Expenses,
Dividends and Distributions to Shareholders: Security
transactions are recorded on a trade date basis. Realized gains
and losses on sales of investments are calculated on the
identified cost basis. Interest income is accrued daily except
when collection is not expected. Dividend income is recorded on
the ex-dividend date except for certain dividends from foreign
securities, which are recorded as soon as the Fund is informed
after the ex-dividend date. 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 at
various rates. Interest earned on cash balances held at the
custodian are shown as custody credits on the Statement of
Operations.
The Fund has adopted a distribution policy (the
Distribution Policy) under which the Fund will pay
level quarterly dividend distributions, subject to an adjusting
dividend distribution in the fourth quarter as described below.
The Distribution Policy and the dividend distribution rate may
be terminated or modified at any time. The Fund intends to pay a
level quarterly amount in each of the first three quarters of
the calendar year and increase, if necessary, the amount payable
for the fourth quarter to an amount expected to satisfy the
minimum distribution requirements of the Internal Revenue Code
of 1986, as amended (the Code), or as necessary to
distribute long-term capital gains in a manner consistent with
the requirements of the 1940 Act, as amended, whichever is
greater. Each quarter the Board will review the amount of any
potential dividend distribution and the income, capital gains
and capital available. A portion of the dividend distribution
may be treated as ordinary income (derived from short-term
capital gains) and qualifying dividend income for individuals.
If the Fund does not generate earnings from dividends, interest
and net realized capital gains equal to or in excess of the
aggregate dividend distributions paid by the Fund for the year,
then the amount distributed in excess of the Funds
investment income and net realized capital gains may be deemed a
tax return of capital. A return of capital represents a return
of a shareholders investment in the Fund and should not be
confused with yield, income or
profit. As the 1940 Act limits the distribution of
long-term capital gains generally to once per year, the Fund
expects that it will distribute higher returns of capital than
if the Fund were permitted to distribute long-term capital gains
more frequently. The Fund presently intends to apply to the
Securities and Exchange Commission (the Commission)
for an exemption to permit it to distribute long-term capital
gains more frequently, subject to applicable representations and
conditions. There can be no assurance that any such exemption
will be granted. The final determination of the source of all
dividend distributions in 2008 will be made after year-end. The
payment of dividend distributions in accordance with the
Distribution Policy may result in a decrease in the Funds
net assets. A decrease in the Funds net assets may cause
an increase in the Funds annual operating expenses and a
10
decrease in the Funds market price per share to the extent
the market price correlates closely to the Funds net asset
value per share. The Distribution Policy may also negatively
affect the Funds investment activities to the extent that
the Fund is required to hold larger cash positions than it
typically would hold or to the extent that the Fund must
liquidate securities that it would not have sold or hold
securities that it would liquidate, for the purpose of paying
the dividend distribution. The Distribution Policy may, under
certain circumstances, result in the amounts of taxable
distributions to exceed the levels required to be distributed
under the Code (i.e., to the extent the Fund has capital
losses in any taxable year, such losses may be carried forward
to reduce the amount of capital gains required to be distributed
in future years if distributions in a year exceed the amount
minimally required to be distributed under the tax rules, such
excess will be taxable as ordinary income to the extent loss
carryforwards reduce the required amount of capital gains in
that year). The Funds Board has the right to amend,
suspend or terminate the Distribution Policy at any time. The
amendment, suspension or termination of the Dividend
Distribution Policy may affect the Funds market price per
share. Shareholders of shares of the Fund held in taxable
accounts who receive a dividend distribution (including
shareholders who reinvest in shares of the Fund pursuant to the
Funds dividend reinvestment policy) must adjust the cost
basis to the extent that a dividend distribution contains a
nontaxable return of capital. Investors should consult their tax
adviser regarding federal, state and local tax considerations
that may be applicable in their particular circumstances.
The Fund intends to comply with the requirements of the Code,
applicable to regulated investment companies and distribute all
of their taxable income, including any net realized gain on
investments, to its shareholders. Therefore, no federal tax
provisions are required. The Fund files U.S. federal and
certain state income tax returns. With few exceptions, the Fund
is no longer subject to U.S. federal and state examinations
by tax authorities for tax years ending before 2004.
New Accounting Pronouncements: On July 13, 2006, the
Financial Accounting Standards Board
(FASB) released FASB Interpretation No. 48
Accounting for Uncertainty in Income Taxes
(FIN 48). FIN 48 provides guidance for how
uncertain tax positions should be recognized, measured,
presented and disclosed in the financial statements. FIN 48
requires the evaluation of tax positions taken or expected to be
taken in the course of preparing the Funds tax returns to
determine whether the tax positions are
more-likely-than-not of being sustained by the
applicable tax authority. Adoption of FIN 48 is required
for fiscal years beginning after December 15, 2006 and is
to be applied to all open tax years as of the effective date.
However, Registered Investment Companies are not required to
implement FIN 48 until their last net asset value
calculation in the first required financial statement reporting
period for fiscal years beginning after December 15, 2006.
Management has evaluated the implications of FIN 48 and
determined there is no impact to the financial statements.
In September 2006, the Financial Accounting Standards Board
(FASB) issued Statement on Financial Accounting Standards
No. 157, Fair Value Measurements
(FAS157). This standard clarifies the definition of
fair value for financial reporting, establishes a framework for
measuring fair value and requires additional disclosures about
the use of fair value measurements. FAS157 is effective for
financial statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal
years. Various inputs are used in determining the value of the
Portfolios investments. These inputs are summarized in the
three broad levels listed below:
Level 1 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, quoted prices in inactive
markets, etc.)
Level 3 Significant unobservable inputs
(including the Portfolios own assumptions in determining
the fair value of investments)
The inputs or methodology used for valuing securities are not
necessarily an indication of the risk associated with investing
in those securities.
11
The following is a summary of the inputs used to value the
Funds net assets as of June 30, 2008:
Investments in | Other Financial | |||||||
Valuation Inputs | Securities | Instruments* | ||||||
Level 1 Quoted Prices
|
$ | 346,548,483 | $ | | ||||
Level 2 Other Significant
Observable Inputs
|
11,125,000 | | ||||||
Level 3 Significant
Unobservable Inputs
|
| | ||||||
Total
|
$ | 357,673,483 | $ | | ||||
* | Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as future, forward, written option and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. |
Foreign Currency Translation: The books and records of the Fund 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 the valuation. The Fund does 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 Fund does not isolate the effect of changes in foreign exchange rates from the changes in the market prices of Fund securities sold during the year. | |
Change in unrealized foreign exchange gains and losses on other assets and liabilities located in the Statement of Operations include foreign exchange gains and losses from currency gains or losses between the trade and settlement dates of securities transactions, the difference between the amounts of interest, dividends and foreign withholding taxes recorded on a 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 other assets and liabilities arising as a result of changes in the exchange rate. |
Note 3. | Investment Advisory and Management Agreement |
Pursuant to its Investment Advisory and Management Agreement (Advisory Agreement) with the Fund, AIG SunAmerica manages the affairs of the Fund, and selects, supervises and compensates the subadvisers to manage the Funds assets. AIG SunAmerica monitors the compliance of the subadvisers with the investment objective and related policies of the Fund, reviews the performance of the subadvisers, and reports periodically on such performance to the Directors. Pursuant to the Advisory Agreement, the Fund will pay AIG SunAmerica a monthly fee at the annual rate of 1.00% of the average daily total assets of the Fund. | |
AIG SunAmerica has engaged Marsico Capital Management, LLC (Marsico), an independently owned investment management firm as of December 14, 2007, and BAMCO, Inc. (BAMCO), a wholly-owned subsidiary of Baron Capital Group, Inc., as subadvisers to the Fund (the Subadvisers) to manage the investment and reinvestment of the Funds assets. Pursuant to the subadvisory agreements (Subadvisory Agreements) among AIG SunAmerica, the Fund and Marsico and BAMCO, respectively, Marsico and BAMCO select the investments made by the Fund. Marsico manages the large-cap portion of the Fund and is entitled to receive a fee at the annual rate of 0.40% of the Funds average daily total assets allocated to Marsico. BAMCO manages the small-and mid-cap portion of the Fund and is entitled to receive a fee at the annual rate of 0.60% of the Funds average daily total assets allocated to BAMCO. Each subadviser is paid by AIG SunAmerica and not the Fund. | |
AIG SunAmerica serves as administrator to the Fund. Under the Administrative Services Agreement, AIG SunAmerica is responsible for performing or supervising the performance by others of administrative services in connection with the operations of the Fund, subject to the supervision of the Funds Board. AIG SunAmerica will provide the Fund with administrative services, regulatory reporting, all necessary office space, equipment, personnel and facilities for handling the affairs of the Fund. AIG SunAmericas administrative services include recordkeeping, supervising the activities of the |
12 |
Funds custodian and transfer agent, providing assistance
in connection with the Directors and shareholders
meetings and other administrative services necessary to conduct
the Funds affairs. For its services as administrator, AIG
SunAmerica is paid a monthly fee at the annual rate of 0.04% of
the Funds average daily total assets.
Note 4.
Expense Reductions
Through expense offset arrangements resulting from broker
commission recapture, a portion of the expenses of the Fund have
been reduced. For the six months ended June 30, 2008, the
amount of expense reductions received to offset the Funds
non-affiliated expenses were $4,082.
Note 5.
Purchases and Sales of Investment Securities
The cost of purchases and proceeds from sales and maturities of
long-term investments during the six months ended June 30,
2008, were as follows:
Purchases (excluding
U.S. government securities)
|
$ | 182,272,072 | ||
Sales and maturities (excluding
U.S. government securities)
|
204,800,135 | |||
Purchases of U.S. government
securities
|
| |||
Sales and maturities of
U.S. government securities
|
|
Note 6. | Federal Income Taxes |
The following details the tax basis distributions as well as the components of distributable earnings. The tax basis components of distributable earnings may differ from the amounts reflected in the Statement of Assets and Liabilities due to temporary book/tax differences such as wash sales and Post-October losses. |
For the year ended December 31, 2007 | ||||||||||||||||||||||
Distributable Earnings | Tax Distributions | |||||||||||||||||||||
Long-term Gains/ | Unrealized | |||||||||||||||||||||
Ordinary | Capital and Other | Appreciation | Ordinary | Long-Term | Return of | |||||||||||||||||
Income | Losses | (Depreciation) | Income | Capital Gains | Capital | |||||||||||||||||
$ | | $ | | $ | 78,413,520 | $ | 7,936,132 | $ | 43,772,332 | $ | 15,667,367 |
The amounts of aggregate unrealized gain (loss) and the cost of investment securities for federal tax purposes, including short-term securities were as follows: |
Cost (tax basis)
|
$ | 335,448,734 | ||
Appreciation
|
42,972,949 | |||
Depreciation
|
(20,748,200 | ) | ||
Net unrealized appreciation
(depreciation)
|
$ | 22,224,749 | ||
For the year ended December 31, 2007, reclassifications were made to increase accumulated net investment income by $19,190,859 with an offsetting adjustment to additional paid-in capital and accumulated realized gain in the amount of $(15,667,367) and $(3,523,492), respectively. The reclassifications arising from book/tax differences were primarily due to return of capital and distribution reclasses, taxable overdistribution and reclass of foreign currency gain (loss). |
Note 7. | Transactions with Affiliates |
For the six months ended June 30, 2008 the Fund incurred no brokerage commissions with an affiliated broker. |
Note 8. | Capital Share Transactions |
The authorized capital stock of the Fund is 200,000,000 shares of common stock, $0.001 par value. |
13 |
14
For | Withheld | Total | ||||||||||
Shares Voted
|
17,104,915 | 2,106,081 | 19,210,996 |
For | Withheld | Total | ||||||||||
Shares Voted
|
17,087,641 | 2,123,355 | 19,210,996 |
For | Withheld | Total | ||||||||||
Shares Voted
|
17,094,537 | 2,116,459 | 19,210,996 |
15 |
Samuel M.
Eisenstat
Peter A. Harbeck
Dr. Judith L.
Craven
William F. Devin
Stephen J.
Gutman
Jeffrey S. Burum
William J. Shea
John T. Genoy, President
and
Chief Executive Officer
Donna M. Handel,
Treasurer
James Nichols, Vice
President
Cynthia Skrehot, Chief
Compliance Officer
Gregory N. Bressler, Chief
Legal Officer and
Secretary
Gregory R. Kingston, Vice
President and
Assistant Treasurer
Nori L. Gabert, Vice
President
and Assistant Secretary
Kathleen Fuentes,
Assistant Secretary
John E. McClean, Assistant
Secretary
John E. Smith Jr.,
Assistant Treasurer
AIG SunAmerica Asset
Management Corp.
Harborside Financial
Center
3200 Plaza 5
Jersey City, NJ
07311-4992
State Street Bank and
Trust Company
P.O. Box 5607
Boston, MA 02110
Computershare Shareholder
Services, Inc.
250 Royall
Street
Canton, MA 02021
A description of the policies
and procedures that the Fund uses to determine how to vote
proxies related to securities held in the Funds portfolio,
which is available in the Funds
Form N-CSR, may be
obtained without charge upon request, by calling
(800) 858-8850. This information is also available from the
EDGAR database on the U.S. Securities and Exchange
Commissions website at http://www.sec.gov.
DISCLOSURE OF QUARTERLY
PORTFOLIO HOLDINGS
The Fund is required to file
its complete schedule of portfolio holdings with the
U.S. Securities and Exchange Commission for its first and
third fiscal quarters on
Form N-Q. The
Funds
Forms N-Q are
available on the U.S. Securities and Exchange
Commissions website at http://www.sec.gov. You can also
review and obtain copies of
Form N-Q at the
U.S. Securities and Exchange Commissions Public
Reference Room in Washington, DC (information on the
operation of the Public Reference Room may be obtained by
calling
1-800-SEC-0330).
PROXY VOTING RECORD ON FUND
PORTFOLIO SECURITIES
Information regarding how the
Fund voted proxies related to securities held in the Funds
portfolio during the most recent twelve month period ended
June 30, is available, once filed with the
U.S. Securities and Exchange Commission without charge,
upon request, by calling
(800) 858-8850 or
on the U.S. Securities and Exchange Commissions
website at http://www.sec.gov.
This report is submitted
solely for the general information of shareholders of the Fund.
16
Item 2.
|
Code of Ethics. | |
Not applicable. | ||
Item 3.
|
Audit Committee Financial Expert. | |
Not applicable. | ||
Item 4.
|
Principal Accountant Fees and Services. | |
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. | |
None. | ||
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 registrants Board of Directors that were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by 22(b)(15)) of Schedule 14A (17 CFR 240.14a-101), or this Item 10. | ||
Item 11.
|
Controls and Procedures. | |
(a)
|
An evaluation was performed within 90 days of the filing of this report, under the supervision and with the participation of the registrants management, including the President and Treasurer, of the effectiveness of the design and operation of the registrants 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 registrants management, including the President and Treasurer, concluded that the registrants disclosure controls and procedures are effective. | |
(b)
|
There was no change in the registrants 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 registrants last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. | |
Item 12.
|
Exhibits. | |
(a)
|
(1) Not applicable. | |
(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. |
SunAmerica Focused Alpha Growth Fund, Inc. |
||||
By: | /s/ John T. Genoy | |||
John T. Genoy | ||||
President |
By: | /s/ John T. Genoy | |||
John T. Genoy | ||||
President |
By: | /s/ Donna M. Handel | |||
Donna M. Handel | ||||
Treasurer |