SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement.
o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
o Definitive Proxy Statement.
þ Definitive Additional Materials.
o Soliciting 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)
Payment Of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Date Filed: |
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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 Funds 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 Funds 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 Funds new Subadvisory Agreement are
identical to the fees paid by AIG SunAmerica to Marsico under the Funds current Subadvisory
Agreement. The Board unanimously approved the new Subadvisory Agreement in order to assure
continuation of Marsicos 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 havent 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 Funds 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.