SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
11/13/2009
1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
1,291,660
8. SHARED VOTING POWER
400
9. SOLE DISPOSITIVE POWER
1,292,060
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,292,060
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
13.38%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #1 to the schedule 13d
filed Nov 5, 2009. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of managed
accounts.
ITEM 4. PURPOSE OF TRANSACTION
On 11/13/09 a letter was sent to the Chief legal Officer.See exhibit 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the Form N-CSRS filed on September 3,2009 there were 9,655,236 shares
of common stock outstanding as of June 30, 2009. The percentage set forth
in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein
and Andrew Dakos beneficially own an aggregate of 1,221,069 shares of FGF or
12.65% of the outstanding shares.Power to dispose of and vote
securities resides either with Mr. Goldstein, Mr. Dakos or with clients.
c) Since the last filing the following shares of FGI were purchased:
Date: Shares: Price:
11/05/09 20,000 12.2933
11/06/09 400 12.3944
11/09/09 14,000 12.7037
11/10/09 6,391 12.7487
11/11/09 3,300 12.8432
11/12/09 12,500 12.8406
11/13/09 14,300 12.9549
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 11/16/2009
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1
Opportunity Partners L.P.,
60 Heritage Drive,
Pleasantville, NY 10570
914-747-5262 // pgoldstein@bulldoginvestors.com
November 12, 2009
Gregory N. Bressler
Chief legal Officer and Corporate Secretary
SunAmerica Focused Alpha Large-Cap Fund
3200 Plaza 5
Jersey City, NJ 07311-4992
Dear Mr. Bressler:
Opportunity Partners is a registered holder of 100 shares of SunAmerica
Focused Alpha Large-Cap Fund ("FGI"). Pursuant to Section 11 of FGI's
bylaws, please be advised that at the next meeting of stockholders at
which directors will be elected, we intend to (1) nominate two persons
for election as directors and (2) submit a proposal recommending that
stockholders be afforded an opportunity to realize net asset value ("NAV").
Our nominees are:
Andrew Dakos (born 1966); Park 80 West, Plaza Two, Park 80 West,
250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663 - Mr. Dakos is a
self-employed investment advisor and a principal of the general partner
of six investment partnerships in the Bulldog Investors group of funds.
He has been a director of the Mexico Equity and Income Fund since 2001,
Insured Municipal Income Fund since August 2009 and Brantley Capital
Corporation intermittently since 2005 and currently.
Phillip Goldstein (born 1945); Park 80 West, Plaza Two Park 80 West,
250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663 - Since 1992,
Mr. Goldstein has been an investment advisor and a principal of the
general partner of six investment partnerships in the Bulldog Investors
group of funds. He has been a director of the following closed-end funds:
Mexico Equity and Income Fund since 2000, Brantley Capital Corporation
since 2001, ASA Ltd since 2008, and Insured Municipal Income Fund since
August 2009.
We assume two directors will be elected at FGI's 2010 annual meeting.
Please advise us if a different number of directors will be elected.
The NAV proposal is designed to afford shareholders the benefit of an
opportunity to realize a price for their shares that is greater than
the market price.
In addition to the aforementioned 100 registered shares, affiliates of
Opportunity Partners beneficially own in aggregate 1,277,660 common
shares, all of which were acquired between July 20, 2009 and
November 11, 2009.
Each of the above nominees has consented to being named in the proxy
statement and to serve as a director of FGI if elected. There are no
arrangements or understandings between Opportunity Partners and either
nominee in connection with the nominations nor do we know of any material
conflicts of interest that would prevent either nominee from acting in
the best interest of FGI. In addition, neither nominee personally owns
any shares of FGI or is an interested person of FGI. By signing below,
each of the undersigned persons consents to being named in the proxy
statement and to serve as a director if elected.
Please notify us immediately if you need any further information.
Finally, please feel free to contact us if you would like to discuss
actions the board might take to avoid a proxy contest. Thank you.
Very truly yours,
Phillip Goldstein
President
Kimball & Winthrop, Inc.
General Partner
Andrew Dakos
Vice President
Kimball & Winthrop, Inc.
General Partner