SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantþ Filed by a Party other than the Registranto
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o Preliminary Proxy Statement.
oConfidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
o Definitive Proxy Statement.
þ Definitive Additional Materials.
oSoliciting Material Pursuant to Sec. 240.14a-12.
SUNAMERICA FOCUSED ALPHA LARGE-CAP FUND, INC.
(Name of Registrant as Specified in its Charter)(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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SUNAMERICA FOCUSED ALPHA LARGE-CAP FUND, INC.
November 19, 2007
Dear Shareholder:
We are writing to follow-up on proxy materials that were mailed to you regarding the Special Meeting of Shareholders that was held on November 14, 2007 and adjourned until December 12, 2007. At the adjourned meeting, shareholders are being asked to vote on a proposal to approve a new Subadvisory Agreement among the Fund, AIG SunAmerica Asset Management Corp. (“AIG SunAmerica”) and Marsico Capital Management, LLC (“Marsico”). Under the current Subadvisory Agreement, Marsico acts as a subadviser to the Fund and is responsible for managing a portion of the Fund’s portfolio.
On June 14, 2007, Thomas F. Marsico, the founder and Chief Executive Officer of Marsico, and Marsico Parent Company, LLC, a company controlled by Mr. Marsico, entered into a definitive agreement to repurchase Marsico from a subsidiary of Bank of America Corporation (the “Transaction”). The Transaction, when it is consummated, will cause the Fund’s Subadvisory Agreement with Marsico to terminate. Marsico does not anticipate any change to its portfolio management team, other personnel, investment processes, day-to-day operations, or the services that Marsico currently provides to the Fund to occur as a result of the Transaction. Additionally, the fees to be paid by AIG SunAmerica to Marsico under the Fund’s new Subadvisory Agreement are identical to the fees paid by AIG SunAmerica to Marsico under the Fund’s current Subadvisory Agreement. The Board unanimously approved the new Subadvisory Agreement in order to assure continuation of Marsico’s subadvisory services to the Fund. For additional information regarding the proposal, please refer to the proxy materials that were previously mailed to you.
The Board of Directors of your Fund recommends that you vote FOR approval of the new Subadvisory Agreement.
Your vote is very important. If you haven’t already done so, please vote by completing and returning the enclosed proxy card(s) by mail. Alternatively, you may vote by telephone or Internet by following the instructions on the enclosed proxy card. Telephone and Internet voting is available 24 hours a day, seven days a week.
We thank you for your continued trust and support. If you need assistance, or have any questions regarding the Fund’s proposal or how to vote your shares, please call our proxy solicitor, Georgeson, Inc. at 1-888-605-8356.
Sincerely,
Vincent M. Marra
President
SunAmerica Focused Alpha
Large-Cap Fund, Inc.