0000950123-05-015071 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 22nd, 2005 • SunAmerica Focused Alpha Large-Cap Fund, Inc. • New York

This SUBADVISORY AGREEMENT (the “Agreement”) is dated as of December 22, 2005 by and among SUNAMERICA FOCUSED ALPHA LARGE-CAP FUND, INC., a Maryland corporation (the “Fund” or the “Corporation”), AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and MERRILL LYNCH INVESTMENT MANAGERS, L.P. doing business as MERCURY ADVISORS (“MERCURY”), a Delaware Limited Partnership (the “Subadviser”).

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FORM OF] ADDITIONAL COMPENSATION AGREEMENT
Additional Compensation Agreement • December 22nd, 2005 • SunAmerica Focused Alpha Large-Cap Fund, Inc. • New York

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

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ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • December 22nd, 2005 • SunAmerica Focused Alpha Large-Cap Fund, Inc. • New York

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

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SunAmerica Focused Alpha Large-Cap Fund, Inc. (a Maryland corporation) Shares of Common Stock ($.001 Par Value) FORM OF PURCHASE AGREEMENT
SunAmerica Focused Alpha Large-Cap Fund, Inc. • December 22nd, 2005 • 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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SUNAMERICA FOCUSED ALPHA LARGE-CAP FUND, INC. INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • December 22nd, 2005 • SunAmerica Focused Alpha Large-Cap Fund, Inc. • New York

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

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SUNAMERICA FOCUSED ALPHA LARGE-CAP FUND, INC. INVESTMENT LETTER
SunAmerica Focused Alpha Large-Cap Fund, Inc. • December 22nd, 2005

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.

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CUSTODIAN AGREEMENT
Custodian Agreement • December 22nd, 2005 • SunAmerica Focused Alpha Large-Cap Fund, Inc. • Massachusetts
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Master Transfer Agency and Service Agreement Among SunAmerica Closed End Funds and EquiServe Trust Company, N.A. and Computershare Shareholder Services, Inc.
SunAmerica Focused Alpha Large-Cap Fund, Inc. • December 22nd, 2005 • Massachusetts

This AGREEMENT made as of the 25th day of December, 2005, by and among the SunAmerica Closed End Funds listed in Appendix A, each a closed-end investment company, having a principal office and place of business at Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311 (each a “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).

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