0000950123-05-008891 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • July 26th, 2005 • SunAmerica Focused Alpha Growth Fund, Inc. • New York

This SUBADVISORY AGREEMENT (the “Agreement”) is dated as of July 26, 2005 by and among SUNAMERICA FOCUSED ALPHA GROWTH FUND, INC., a Maryland corporation (the “Fund” or the “Corporation”), AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and MARSICO CAPITAL MANAGEMENT, LLC, a Delaware Limited Liability Company (the “Subadviser”).

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ADDITIONAL COMPENSATION AGREEMENT
Additional Compensation Agreement • July 26th, 2005 • SunAmerica Focused Alpha Growth Fund, Inc. • New York

ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of July [ ], 2005, between Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and AIG SunAmerica Asset Management Corp. (“SAAMCo”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • July 26th, 2005 • SunAmerica Focused Alpha Growth Fund, Inc. • New York

THIS ADMINISTRATIVE SERVICES AGREEMENT is made as of this ___ day of June, 2005 by and between SUNAMERICA FOCUSED ALPHA GROWTH FUND, INC., a Maryland corporation (the “Fund”), and AIG SUNAMERICA ASSET MANAGEMENT CORP. , a Delaware corporation (the “Administrator”).

SUNAMERICA FOCUSED ALPHA GROWTH FUND, INC. INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • July 26th, 2005 • SunAmerica Focused Alpha Growth Fund, Inc. • New York

This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of July 26, 2005, as amended from time to time, by and between SunAmerica Focused Alpha Growth Fund, Inc., a Maryland corporation (the “Corporation”), and AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”).

SUNAMERICA FOCUSED ALPHA GROWTH FUND, INC. INVESTMENT LETTER
Investment Letter • July 26th, 2005 • SunAmerica Focused Alpha Growth Fund, Inc.

This Investment Letter dated July 18, 2005 between SunAmerica Focused Alpha Growth Fund, Inc. (the “Fund”), a Maryland corporation, and AIG SunAmerica Asset Management Corp. (the “Adviser”), a Delaware corporation.

Custodian Agreement
Custodian Agreement • July 26th, 2005 • SunAmerica Focused Alpha Growth Fund, Inc. • Massachusetts

This Agreement between Focused Alpha Growth Fund, a corporation organized and existing under the laws of Maryland (the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”),

Transfer Agency and Service Agreement Among SunAmerica Focused Alpha Growth Fund, Inc. and EquiServe Trust Company, N.A. and Computershare Shareholder Services, Inc.
Transfer Agency and Service Agreement • July 26th, 2005 • SunAmerica Focused Alpha Growth Fund, Inc. • Massachusetts

AGREEMENT made as of the 26th day of July, 2005, by and among SunAmerica Focused Alpha Growth Fund, Inc., a closed-end investment company, having a principal office and place of business at Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311 (“Customer”), and Computershare Shareholder Services, Inc., a Delaware corporation, and its fully owned subsidiary EquiServe Trust Company, N.A., a federally charted trust company doing business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually “CSS” and the “Trust Company”, respectively).

SunAmerica Focused Alpha Growth Fund, Inc. (a Maryland corporation) Shares of Common Stock ($.001 Par Value) FORM OF PURCHASE AGREEMENT
Purchase Agreement • July 26th, 2005 • SunAmerica Focused Alpha Growth Fund, Inc. • New York

instrument that is described or referred to in the Registration Statement or the Prospectus or filed or incorporated by reference as an exhibit to the Registration Statement.

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