SUNAMERICA FOCUSED ALPHA LARGE-CAP FUND, INC. INVESTMENT LETTER
Exhibit 2(p)
This
Investment Letter dated [November ], 2005 between SunAmerica Focused Alpha Large-Cap
Fund, Inc. (the “Fund”), a Maryland corporation, and AIG SunAmerica Asset Management Corp. (the
“Adviser”), a Delaware corporation.
WHEREAS, the Fund is a non-diversified closed-end management investment company registered
under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Fund proposes to issue and sell shares of common stock in the Fund in a public
offering pursuant to a registration statement filed with the Securities and Exchange Commission on
Form N-2, as amended from time to time (the “Registration Statement”); and
NOW, THEREFORE, the Fund and the Adviser agree as follows:
| I. | The Fund offers to sell to the Adviser, and the Adviser agrees to purchase from the Fund, 5,235.602 shares of common stock, $0.001 par value, of the Fund at a price of $19.10 per share of common stock, for an aggregate price of $100,000 on [November ], 2005. | ||
| II. | The Adviser acknowledges that it is aware that the shares of such common stock are not registered under the Securities Act of 1933, as amended. | ||
| III. | The Adviser represents and warrants to the Fund that the Adviser is acquiring the shares of common stock for investment purposes only and not with a view toward redemption, resale or further distribution. | ||
| IV. | The Adviser’s right under this Investment Letter to purchase the shares of common stock is not assignable. |
IN WITNESS WHEREOF, the Fund and the Adviser have caused their duly authorized officers to
execute this Investment Letter as of the date first above written.
SUNAMERICA FOCUSED ALPHA
|
AIG SUNAMERICA ASSET MANAGEMENT | |
LARGE-CAP FUND, INC.
|
CORP. | |
By:
|
By: | |
Name:
|
Name: | |
Title:
|
Title: |
