- Application for deregistration (N-8F)
07 Marzo 2012 - 2:39PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
Application for Deregistration of Certain Registered Investment Companies
I.
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General Identifying Information
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1.
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Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):
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Abandonment of Registration
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(Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.)
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Election of status as a
Business Development Company
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(Note: Business Development Companies answer
only
questions 1 through 10 of this form and complete verification at the end of the form.)
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2.
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Name of fund: SunAmerica Focused Alpha Large-Cap Fund, Inc.
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3.
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Securities and Exchange Commission File No.: 811-21805
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4.
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Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
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x
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Initial
Application
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Amendment
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5.
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Address of Principal Executive Office (include No. & Street, City, State, Zip Code):
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Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992
6.
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Name, address, and telephone number of individual the Commission staff should contact with any questions regarding this form:
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Diana Huffman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8813
7.
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Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under
the Act [17 CFR 270.31a-1, .31a-2]:
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SunAmerica Asset Management Corp.
Harborside Financial Center
3200 Plaza 5
Jersey City, NJ 07311-4992
New York, NY 10055
(800) 858-8850
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NOTE:
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Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-1 and 31a-2 for the periods specified in those rules.
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8.
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Classification of fund (check only one):
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Unit investment trust; or
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Face-amount certificate company.
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9.
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Subclassification if the fund is a management company (check only one):
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10.
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State law under which the fund was organized or formed (
e.g.
, Delaware, Massachusetts):
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Maryland
11.
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Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the funds contracts with those
advisers have been terminated:
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SunAmerica Asset Management Corp.
Harborside Financial Center
3200 Plaza 5
Jersey City, NJ 07311-4992
New York, NY 10055
Marsico Capital Management, LLC
1200 17th Street, Suite 1600
Denver, Colorado 80202.
BlackRock Investment Management, LLC
800 Scudders Mill Road
Plainsboro, New Jersey, 08536
- 2 -
12.
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Provide the name and address of each principal underwriter of the fund during the last five years, even if the funds contracts with those underwriters have been
terminated:
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Not applicable.
13.
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If the fund is a unit investment trust (UIT) provide:
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(a)
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Depositors name(s) and address(es):
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(b)
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Trustees name(s) and address(es):
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14.
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Is there a UIT registered under the Act that served as a vehicle for investment in the fund (
e.g
., an insurance company separate account)?
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If Yes, for each UIT state:
Name(s):
File
No.: 811-
Business Address:
15.
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(a)
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Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
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x
Yes
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No
If Yes, state the date on which the board vote took place: July 27, 2011
If No,
explain:
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(b)
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Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
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x
Yes
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No
If Yes, state the date on which the shareholder vote took place: December 19, 2011
If No, explain:
II.
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Distributions to Shareholders
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16.
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Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
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- 3 -
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(a)
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If Yes, list the date(s) on which the fund made those distributions: January 23, 2012
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(b)
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Were the distributions made on the basis of net assets?
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x
Yes
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No
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(c)
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Were the distributions made
pro rata
based on share ownership?
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x
Yes
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No
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(d)
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If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was
calculated:
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Were
any distributions to shareholders made in kind?
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Yes
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No
If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:
17.
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Closed-end funds only:
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Has the fund issued senior securities?
If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders:
18.
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Has the fund distributed
all
of its assets to the funds shareholders?
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If No,
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(a)
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How many shareholders does the fund have as of the date this form is filed?
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(b)
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Describe the relationship of each remaining shareholder to the fund:
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19.
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Are there any shareholders who have not yet received distributions in complete liquidation of their interests?
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If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those
shareholders:
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III. Assets and Liabilities
20.
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Does the fund have any assets as of the date this form is filed?
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(See question 18 above
)
If Yes,
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(a)
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Describe the type and amount of each asset retained by the fund as of the date this form is filed:
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(b)
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Why has the fund retained the remaining assets?
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(c)
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Will the remaining assets be invested in securities?
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21.
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Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?
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If Yes,
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(a)
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Describe the type and amount of each debt or other liability:
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(b)
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How does the fund intend to pay these outstanding debts or other liabilities?
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IV. Information About Event(s) Leading to Request For Deregistration
22. (a)
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List the expenses incurred in connection with the Merger or Liquidation:
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(i)
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Legal expenses: Approximately $276,550
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(ii)
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Accounting expenses: $8,250
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(iii)
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Other expenses (list and identify separately):
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(a) Consent of Accountant expenses: Approximately $0
(b) Mailing, Solicitation
and Tabulation expenses: Approximately $24,300
(c) Typesetting and Printing: Approximately $28,000
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(iv)
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Total expenses (sum of lines (i)-(iii) above): Approximately $337,100
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(b)
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How were those expenses allocated? The Fund paid all of the expenses associated with the Merger.
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(c)
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Who paid those expenses? The Fund paid the expenses. See 22(b) above.
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(d)
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How did the fund pay for unamortized expenses (if any)? Not applicable.
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23.
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Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?
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If Yes, cite the release numbers of the Commissions notice and order or, if no notice or order has been
issued, the file number and date the application was filed:
V.
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Conclusion of Fund Business
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24.
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Is the fund a party to any litigation or administrative proceeding?
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If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that
litigation:
25.
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Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?
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If Yes, describe the nature and extent of those activities:
26. (a)
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State the name of the fund surviving the Merger:
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SunAmerica Focused Alpha Large-Cap Fund
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(b)
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State the Investment Company Act file number of the fund surviving the Merger:
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811-21482
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(c)
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If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed:
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The form of Agreement and Plan of Reorganization initially was filed on Form N-14 (Securities Act File
No. 333-177121) on September 30, 2011 and was declared effective by the Commission on November 8, 2011.
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(d)
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If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.
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VERIFICATION
The undersigned states that (i) he has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of
SunAmerica Focused Alpha Large-Cap
Fund, Inc.
, (ii) he is the
President
of
SunAmerica Focused Alpha Large-Cap Fund, Inc.
, and (iii) all actions by shareholders, directors and any other body necessary to authorize the undersigned to execute and file this
Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information and belief.
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/s/ John T. Genoy
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John T. Genoy
President & Chief Executive Officer
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Sunamerica Alpha (NYSE:FGI)
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