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SunAmerica Closed-End Funds Announce Board Approval of Proposed Reorganizations into Open-End Funds

SunAmerica Focused Alpha Growth Fund, Inc. (NYSE: FGF) and SunAmerica Focused Alpha Large-Cap Fund, Inc. (NYSE: FGI) (each a “Fund” and collectively, the “Funds”) announced today that their respective Boards of Directors (each a “Board” and collectively, the “Boards”) have formally approved a proposal to reorganize each Fund into a new open-end fund (each an “Acquiring Fund” and together, the “Acquiring Funds”), subject to approval by shareholders of each Fund (each a “Reorganization” and together, the “Reorganizations”). It is anticipated that each Acquiring Fund will be managed by SunAmerica Asset Management Corp. (“SunAmerica”) and subadvised by the current subadvisers of the respective Fund.

Pursuant to each proposed Reorganization, all of a Fund’s assets and liabilities will be transferred to the respective Acquiring Fund in exchange for shares of the Acquiring Fund. If a Fund’s shareholders approve the proposal, they will receive shares of the respective Acquiring Fund with a value equal to the net asset value (“NAV”) of their shares of the Fund’s common stock on the closing date of the Reorganization, after which the Fund will cease operations. Redemptions and exchanges of shares of an Acquiring Fund issued pursuant to the Reorganizations are anticipated to be subject to a redemption fee of 2% for a period of 90 days following the closing date of each respective Reorganization.

On or about December 19, 2011, each Fund expects to convene a special meeting of the Fund’s shareholders. Shareholders of record of each Fund on October 11, 2011 will be entitled to notice of and to vote at the special meeting, and will receive proxy materials describing the relevant Reorganization in greater detail. If approved by shareholders, the Reorganizations are expected to close in January 2012. While the Funds previously announced on May 18, 2011 that the Boards intended that the conversion of each Fund into an open-end fund would be effective by the end of 2011, the Boards have determined that it is in the best interests of the Funds and their respective shareholders for the closing of the Reorganizations to take place after the end of each Fund’s fiscal year due to various factors, including certain tax considerations. Shareholder approval of each Reorganization is not contingent upon shareholder approval of the other Reorganization.

As a result of the Boards’ approval of the Reorganization of each Fund into an open-end fund, which will ultimately have the effect of eliminating each Fund’s trading discount upon closing of the respective Reorganization, the Boards have further determined to terminate the previously announced conditional tender offers. These conditional tender offers were scheduled to be made in 2011 and 2012, subject to the condition that a Fund’s shares trade at a volume-weighted average discount to NAV of more than 10% over a 12-week measurement period commencing in the third quarter of 2011 and 2012, respectively. Should a Reorganization not be approved by shareholders, the Board will reevaluate the options available to address any trading discount.

This press release is not intended to, and shall not, constitute an offer to purchase or sell shares of any of the Funds or Acquiring Funds; nor is this press release intended to solicit a proxy from any shareholder of a Fund.

SunAmerica Focused Alpha Growth Fund, Inc. is a non-diversified, closed-end management investment company. The Fund’s investment objective is to provide growth of capital. The Fund seeks to pursue this objective by employing a concentrated stock picking strategy in which the Fund, through subadvisers selected by SunAmerica, actively invests primarily in a small number of equity securities (i.e., common stocks) and to a lesser extent equity-related securities (i.e., preferred stocks, convertible securities, warrants and rights) of companies primarily in the U.S. markets. Marsico Capital Management, LLC (“Marsico”) is the large-cap stock subadviser and BAMCO, Inc. (“BAMCO”) is the small- and mid-cap stock subadviser.

SunAmerica Focused Alpha Large-Cap Fund, Inc. is a non-diversified, closed-end management investment company. The Fund’s investment objective is to provide growth of capital. The Fund seeks to pursue this objective by employing a concentrated stock picking strategy in which the Fund, through subadvisers selected by SunAmerica, actively invests primarily in a small number of equity securities (i.e., common stocks) and to a lesser extent equity-related securities (i.e., preferred stocks, convertible securities, warrants and rights) of large capitalization companies primarily in the U.S. markets. Marsico is the large-cap growth stock subadviser and BlackRock Investment Management, LLC (“BlackRock”) is the large-cap value stock subadviser.

For more information about the Funds, please visit www.sunamericafunds.com.

As of June 30, 2011, SunAmerica Asset Management Corp. managed and/or administered approximately $45.3 billion of assets.

Marsico, BAMCO and BlackRock are not affiliated with SunAmerica Asset Management Corp.

Investors should carefully consider each Fund’s investment objective, strategies, risks, charges and expenses before investing.

EACH FUND SHOULD BE CONSIDERED AS ONLY ONE ELEMENT OF A COMPLETE INVESTMENT PROGRAM. EACH FUND’S EQUITY EXPOSURE AND DERIVATIVE INVESTMENTS INVOLVE SPECIAL RISKS. AN INVESTMENT IN EACH FUND SHOULD BE CONSIDERED SPECULATIVE.

There is no assurance that the Funds will achieve their investment objectives. The Funds are actively managed and their portfolio composition will vary. Investing in a Fund is subject to several risks, including: Non-Diversified Status Risk, Growth and Value Stock Risk (FGI only), Key Adviser Personnel Risk, Investment and Market Risk, Issuer Risk, Foreign Securities Risk, Emerging Markets Risk, Income Risk, Hedging Strategy Risk, Short Sale Risk, Derivatives Risk, Preferred Securities Risk, Debt Securities Risk, Small and Medium Capitalization Company Risk (FGF only), Liquidity Risk, Market Price of Shares Risk, Management Risk, Anti- Takeover Provisions Risk, Portfolio Turnover Risk and Non-Investment Grade Securities Risk. The price of shares of each Fund traded on the New York Stock Exchange will fluctuate with market conditions and may be worth more or less than their original offering price. Shares of closed-end funds often trade at a discount to their net asset value, but may also trade at a premium.

This press release, and other statements that SunAmerica or FGF or FGI may make, may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the future financial or business performance, strategies or expectations of SunAmerica or the Funds. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

SunAmerica cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and neither SunAmerica nor any of the Funds assumes a duty to or undertakes to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

The following factors, among others, could cause actual events to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in the Funds’ net asset value; (3) the impact of increased competition; (4) the impact of future acquisitions or divestitures; (5) the unfavorable resolution of any legal proceedings; (6) the extent and timing of any distributions or share repurchases; (7) the impact, extent and timing of technological changes and the adequacy of intellectual property protections; (8) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to the Funds or SunAmerica; (9) terrorist activities and international hostilities, which may adversely affect the general economy, domestic and local financial and capital markets; (10) the ability to attract and retain highly talented professionals; (11) the impact of changes to tax legislation; (12) the Funds’ inability to obtain the necessary shareholder approvals for the Reorganizations to occur; (13) the Funds’ inability to satisfy the requisite regulatory requirements or closing conditions; and (14) the Funds’ inability to complete the Reorganizations in a timely manner.

Contacts:

SunAmerica Asset Management Corp.
Linda Malamut
Manager, Corporate Communications
310-772-6533
or
James Nichols
Senior Vice President, Marketing
201-324-6860

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