SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
10/28/2009
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
809,122
8. SHARED VOTING POWER
411,947
9. SOLE DISPOSITIVE POWER
1,221,069
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,221,069
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
12.65%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Sunamerica Focused Large-Cap Fund, Inc.("FGI" or the "Issuer").
The principal executive offices of FGI are located at
Harborside Financial Center
3200 Plaza 5
Jersey City, NJ 07311
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors,
Phillip Goldstein, 60 Heritage Drive,Pleasantville, NY
10570 a principal of Bulldog Investors and Andrew Dakos,
Park 80 West,Saddle Brook, NJ 07663, also a principal of
Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed
investment advisors.
On January 31, 2007 the Acting Director of the Securities Division
of the Massachusetts Secretary of State (the Securities Division)
filed a complaint against Bulldog Investors, Messrs. Goldstein,
Samuels, Dakos and Das and certain related parties (the Bulldog Parties)
alleging that they violated Massachusetts law by making information about
certain unregistered investments available on their website and by
sending material about such investments to an individual who requested
it. On October 17, 2007 the Secretary issued a cease and
desist order based on the same allegations and ordered that a fine be
imposed on the Bulldog Parties of $25,000. On November 15, 2007 the Bulldog
Parties filed an appeal of the Secretary's October 17, 2007 order in the
Massachusetts Superior Court. On February 12, 2009, the Massachusetts
Superior Court upheld the Secretary's October 17, 2007 order. The Bulldog
parties further appealed the ruling of the Massachusetts Superior Court to
Massachusetts Appeals Court. Oral argument in the Massachusetts Appeals
Court is scheduled for November 12, 2009.
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
The filing persons intend to communicate with the issuer's management and
shareholders about the persistent discount to intrinsic value at which the
issuer's shares have traded.
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) During the past 60 days the following shares of FGI were purchased:
Date: Shares: Price:
09/04/09 6,092 11.4490
09/08/09 29,550 11.5728
09/09/09 6,100 11.7077
09/10/09 900 11.7967
09/14/09 2,550 11.8414
09/15/09 8,800 12.0057
09/21/09 8,000 12.3000
09/22/09 17,000 12.3592
09/23/09 37,600 12.3317
09/25/09 11,500 12.0184
09/28/09 8,904 12.1643
09/29/09 24,700 12.1722
09/30/09 2,700 12.0719
10/01/09 14,400 11.8938
10/02/09 9,700 11.6919
10/06/09 3,200 11.9300
10/07/09 18,600 12.0806
10/08/09 31,933 12.2862
10/09/09 4,300 12.2688
10/12/09 5,800 12.3548
10/13/09 10,100 12.2847
10/14/09 2,130 12.4300
10/19/09 57,708 12.6136
10/20/09 16,070 12.6009
10/21/09 30,688 12.6473
10/22/09 800 12.6700
10/26/09 9,300 12.4111
10/27/09 14,900 12.3174
10/27/09 100 12.2300
10/28/09 23,500 12.0605
10/29/09 5,500 12.0718
10/30/09 17,000 11.8576
11/02/09 9,700 11.8515
11/03/09 5,000 11.8744
11/04/09 10,600 12.1052
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
None.
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: 11/05/2009
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos