Form 485BPOS ALGER PORTFOLIOS

Exhibit (d-5)

September 22, 2021

The Alger Portfolios

360 Park Avenue South

New York, NY 10010

Dear Sirs:

Fred Alger Management, LLC (“FAM”) hereby agrees to waive fees owned to it by, or reimburse expenses of, Alger Mid Cap Growth Portfolio (the “Portfolio”), a series of The Alger Portfolios (the “Trust”), in an amount corresponding to the management fee borne by the Portfolio as an investor in any underlying FAM-sponsored fund.

FAM understands and intends that the Trust will rely on this agreement in preparing and filing its registration statements on Form N-1A and in accruing the Portfolio’s expenses for purposes of calculating net asset value and for other purposes.

This agreement will remain in effect for the life of any investment by the Portfolio in any FAM-sponsored fund.

Please acknowledge acceptance on the enclosed copy of this letter.

Very truly yours,

Fred Alger Management, LLC

 

/s/ Tina Payne

By: Tina Payne

Title: SVP, General Counsel, Chief Compliance Officer

Accepted by:

The Alger Portfolios

/s/ Hal Liebes

By: Hal Liebes

Title: President

Exhibit (d-6)

September 22, 2021

The Alger Portfolios

360 Park Avenue South

New York, NY 10010

Dear Sirs:

Fred Alger Management, LLC (“FAM”) hereby agrees to waive fees owed to it by, or to reimburse expenses of, the share classes of each series (each, a “Portfolio”) of The Alger Portfolio (the “Trust”) listed on Schedule A for the expense cap period indicated. FAM will waive its fees and/or reimburse expenses to the extent total operating expenses exceed the rate of average daily net assets indicated on Schedule A. This expense limitation does not include acquired fund fees and expenses, dividend expense on short sales, borrowing costs, interest, taxes, brokerage and extraordinary expenses.

FAM understands and intends that the Trust will rely on this agreement in preparing and filing its registration statements on Form N-1A and in accruing each Portfolio’s expenses for purposes of calculating net asset value and for other purposes.

This Agreement may only be amended or terminated prior to its expiration date by agreement between FAM and the Trust’s Board of Trustees, and will terminate automatically in the event of termination of the Investment Advisory Agreement between FAM and the Trust, on behalf of each Portfolio. FAM may, during the two-year period of this Agreement, recoup any fees waived or expenses reimbursed pursuant to this Agreement to the extent that such recoupment would not cause the expense ratio to exceed the stated limitation in effect at the time of (i) the waiver or reimbursement and (ii) the recoupment, by FAM, after repayment of the recoupment is taken into account.

Please acknowledge acceptance on the enclosed copy of this letter.

Very truly yours,

Fred Alger Management, LLC

 

/s/ Tina Payne

By: Tina Payne, SVP, CCO, General Counsel

Accepted by:

 

The Alger Portfolios

/s/ Hal Liebes

By: Hal Liebes, President

 

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SCHEDULE A

 

Portfolio Name		Class		Fiscal Year   End		Expense   Cap		Expense Cap Period
Alger Weatherbie Specialized Growth Portfolio		I-2		December 31		1.05%		April 30, 2022 – April 30, 2024

 

2

Exhibit (d-9)

AMENDMENT TO

SUB-INVESTMENT ADVISORY AGREEMENT

WHEREAS, Fred Alger Management, LLC (the “Adviser”) and Weatherbie Capital, LLC (“Weatherbie”) entered into a sub-investment advisory agreement dated March 1, 2017 (as amended, supplemented and/or restated to date, the “Agreement”) for Weatherbie to provide certain sub-investment advisory services to certain series (collectively, the “Series”) of each of The Alger Funds, The Alger Funds II and The Alger Portfolios; and

WHEREAS, Weatherbie and the Adviser desire to update Schedule I of the Agreement to a new series of The Alger Funds;

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties hereby amend the Agreement as follows:

1.        Schedule I of the Agreement is hereby deleted in its entirety and replaced with Schedule I as attached and incorporated by reference to this amendment.

2.        Except as otherwise provided herein, the terms and conditions contained in the Agreement shall remain in full force and effect. Capitalized terms herein that are not defined shall have the meanings ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties by their duly authorized officers, have caused this Amendment to be executed as of September 22, 2021.

 

WEATHERBIE CAPITAL, LLC						FRED ALGER MANAGEMENT, LLC
By:		/s/ Tina Payne				By:		/s/ Tina Payne
Name:		Tina Payne				Name:		Tina Payne
Title:		Assistant Secretary				Title:		SVP, General Counsel, CCO

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SCHEDULE I

 

Name of Series		Annual Fee		Reapproval   Date		Reapproval   Day
Alger Weatherbie Specialized Growth Fund, a series of The Alger Funds		Amount equal to 70% of management fee paid by Series to Adviser with respect to the sub-advised assets		September 12, 2017		October 31
Alger Weatherbie Enduring Growth Fund, a series of The Alger Funds		Amount equal to 70% of management fee paid by Series to Adviser with respect to the sub-advised assets		September 30, 2022		October 31
Alger Weatherbie Specialized Growth Portfolio, a series of The Alger Portfolios		Amount equal to 70% of management fee paid by Series to Adviser with respect to the sub-advised assets		September 12, 2017		October 31
Alger Dynamic Opportunities Fund, a series of The Alger Funds II		Amount equal to 70% of management fee paid by Series to Adviser with respect to the sub-advised assets		September 12, 2017		October 31

Exhibit (g-7)

AMENDMENT TO CUSTODIAN AGREEMENT

THIS AMENDMENT to Custodian Agreement (this “Amendment”) is dated effective as of December 7, 2021, by and between each of the management investment companies (each, the “Fund”) set forth on Exhibit 1 hereto registered with the Securities and Exchange Commission under the Investment Company Act of 1940 acting on behalf of their respective series or portfolios thereof, if any (each a “Portfolio”) and Brown Brothers Harriman & Co. (“BBH&Co.”).

Reference is made to the Custodian Agreement dated as of February 29, 2008 by and between the Fund and BBH&Co., as amended from time to time and as in effect on the date hereof prior to giving effect to this Amendment (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

WHEREAS, the Fund and BBH&Co. desire to amend the Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Agreement as follows:

 

A.	Amendment to the Agreement

The Agreement is hereby amended by deleting the existing Exhibit 1 to the Agreement and replacing it with the updated Exhibit 1 attached hereto.

 

B.	Miscellaneous

 

1.

Except as specifically amended hereby, the Agreement remains unchanged, in full force and effect and binding on the parties in accordance with its terms. The Fund hereby ratifies and affirms all terms and provisions of the Agreement, as amended hereby.

 

2.

This Amendment shall be governed in accordance with the terms set forth in Section 13.4 of the Agreement.

 

3.

This Amendment may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Amendment.

IN WITNESS WHEREOF, each of the parties has caused their duly authorized representatives to execute this Amendment to the Agreement, effective as of the first date written above.

 

BROWN BROTHERS HARRIMAN & CO.						Each of the Management Investment Companies set forth on Exhibit 1 hereto acting on behalf of their respective Portfolios thereof, if any
By:		/s/ Hugh Bolton				By:		/s/ Tina Payne
Name: Hugh Bolton						Name: Tina Payne
Title: Managing Director						Title: Secretary

 

1

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Exhibit 1

to

Custodian Agreement dated February 29, 2008

Revised Effective: December 7, 2021

 

The Alger Funds				•  Alger Small Cap Growth Fund •  Alger Mid Cap Growth Fund •  Alger International Focus Fund •  Alger Capital Appreciation Fund •  Alger Health Sciences Fund •  Alger Small Cap Focus Fund •  Alger Mid Cap Focus Fund •  Alger Weatherbie Specialized Growth Fund •  Alger Growth & Income Fund •  Alger 35 Fund •  Alger Weatherbie Enduring Growth Fund
The Alger Institutional Funds				•  Alger Small Cap Growth Institutional Fund •  Alger Mid Cap Growth Institutional Fund •  Alger Focus Equity Fund •  Alger Capital Appreciation Institutional Fund
The Alger Funds II				•  Alger Spectra Fund •  Alger Responsible Investing Fund •  Alger Dynamic Opportunities Fund •  Alger Emerging Markets Fund
The Alger Portfolios				•  Alger Small Cap Growth Portfolio •  Alger Mid Cap Growth Portfolio •  Alger Large Cap Growth Portfolio •  Alger Balanced Portfolio •  Alger Capital Appreciation Portfolio •  Alger Growth & Income •  Alger Weatherbie Specialized Growth Portfolio
Alger Global Focus Fund
The Alger ETF Trust				•  Alger Mid Cap 40 ETF •  Alger 35 ETF

 

2

Exhibit (h-8)

AMENDMENT NO. 7 TO

SHAREHOLDER ADMINISTRATIVE SERVICES AGREEMENT

WHEREAS, Each of the investment companies listed in Schedule A hereto (each, a “Fund” and collectively, the “Funds”) and Fred Alger Management, LLC (“Alger Management”) entered into a Shareholder Administrative Services Agreement dated February 28, 2005, as amended June 30, 2007, May 18, 2010, December 29, 2010, August 1, 2016, December 28, 2017 and September 29, 2020 (the “Agreement”); and

WHERAS, effective October 5, 2019, UMB Fund Services, Inc. (“UMB”) became the transfer agent for each Fund pursuant to a Transfer Agency Agreement between UMB and each Fund (the “Transfer Agency Agreement”); and

WHEREAS, each Fund desires for Alger Management to supervise certain aspects of the transfer agent operations for the series of each Fund (each, a “Portfolio” and collectively, the “Portfolios”) under the Transfer Agency Agreement and provide certain shareholder administrative services to the Portfolios, other than as provided by Alger Management under its investment advisory agreement and fund administrative services agreement with each Fund; and

WHEREAS, the Funds and Alger Management desire to amend the Agreement to reflect the current share classes of each Portfolio;

NOW, THEREFORE, in consideration of the foregoing and the terms and conditions set forth in the Agreement, the parties agree as follows:

1.        Paragraph 2 of the Agreement is deleted in its entirety and replaced with the following:

2. Alger Management hereby undertakes to provide the following shareholder administrative services for the Portfolios:

 

a.

Monitor service level standards and participate in continuous improvement sessions;

 

b.

Perform annual review of UMB’s independent control review reports (SOC1 Report) to ensure adequate controls in place and are operating as designed;

 

c.

Provide on-going information to UMB regarding Alger Management’s new products, modifications, and initiatives as they relate to the Portfolios;

 

d.

Periodically monitor UMB’s phone representatives to ensure high quality service standards and product knowledge;

 

e.

Review and implement jointly with UMB new system functionality;

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f.

Recommend, review and approve any procedural changes necessary to meet regulatory changes, to improve shareholder servicing, or to maintain competitive edge within the shareholder servicing industry;

 

g.

Monitor UMB’s Blue Sky process to ensure that the Funds are appropriately registered in each state and territory;

 

h.

Review UMB’s lost shareholder escheatment process and approve accounts to be escheated to states in compliance with each state’s and territory’s unclaimed property laws;

 

i.

Facilitate responses to information requests from regulatory bodies, trustees, or other internal departments;

 

j.

Provide problem resolution and approval for exception processing;

 

k.

Investigate, resolve and record shareholder complaints;

 

l.

Review and approve shareholder communication relating to quarterly and annual shareholder statements and tax reporting;

 

m.

Confirm transfer agent regulatory compliance, including compliance with the USA Patriot Act of 2001, per oversight of UMB’s performance under the Transfer Agency Agreement;

 

n.

Review and approve payment of UMB invoices; and

 

o.

Ensure all reporting requirements are met under the Transfer Agency Agreement, including standard reports and ad-hoc report requests.

2.        Paragraph 3 of the Agreement is deleted in its entirety and replaced with the following:

3. For the services provided by Alger Management under the Agreement, each Fund will pay Alger Management an asset based fee of 0.0165% (1.65 basis points) with respect to Class A, B, and C shares of its Portfolios, and 0.01% (1 basis point) with respect to Class I, R, I-2, S, Y, Z and Z-2 shares of its Portfolios, plus out-of-pocket expenses incurred by Alger Management in performing its responsibilities under the Agreement, within 10 days of the first day of each month.

3.        Except as otherwise provided herein, the terms and conditions contained in the Agreement shall remain in full force and effect. Capitalized terms herein that are not defined shall have the meanings ascribed to them in the Agreement.

 

2

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IN WITNESS WHEREOF, the parties by their duly authorized officers, have caused this Amendment to be executed as of September 22, 2021.

FRED ALGER MANAGEMENT, LLC

 

By:		/s/ Tina Payne
Name:		Tina Payne
Title:		SVP, CCO, General Counsel

ALGER GLOBAL FOCUS FUND

 

By:		/s/ Tina Payne
Name:		Tina Payne
Title:		Secretary

THE ALGER FUNDS

 

By:		/s/ Tina Payne
Name:		Tina Payne
Title:		Secretary

THE ALGER FUNDS II

 

By:		/s/ Tina Payne
Name:		Tina Payne
Title:		Secretary

THE ALGER INSTITUTIONAL FUNDS

 

By:		/s/ Tina Payne
Name:		Tina Payne
Title:		Secretary

THE ALGER PORTFOLIOS

 

By:		/s/ Tina Payne
Name:		Tina Payne
Title:		Secretary

 

3

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EXHIBIT A

Alger Global Focus Fund

The Alger Funds

The Alger Funds II

The Alger Institutional Funds

The Alger Portfolios

 

4

Exhibit (h-10)

AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT (this “Amendment”) is effective as of this 1^st day of October, 2021, by and between The Alger Funds, The Alger Institutional Fund, The Alger Portfolios, The Alger Funds II, and Alger Global Focus Fund, each a Massachusetts business trust (each a “Trust” and collectively, the “Trusts”); Fred Alger Management, LLC (f/k/a Fred Alger Management, Inc.) (“Adviser”); UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”); and UMB Distribution Services, LLC, a Wisconsin limited liability company (“UMBDS”).

WHEREAS, the Trusts and UMBFS have entered into a Transfer Agency Agreement dated October 5, 2019 (the “TA Agreement”) and a Blue Sky Filing Services Agreement dated November 1, 2019 (the “Blue Sky Agreement”) (collectively, the “UMBFS Agreements”);

WHEREAS, the Trusts and UMBDS have entered into an Inbound Call Management and Fulfilment Services Agreement dated October 5, 2019 (the “UMBDS Agreement”);

WHEREAS, Adviser and UMBDS have entered into an Agreement dated October 5, 2019 (the “Adviser Agreement”) (the UMBFS Agreements, UMBDS Agreement and Adviser Agreement collectively referred to herein as, the “Agreements”); and

WHEREAS, the parties wish to amend the Agreements as set forth herein by entering into this Amendment.

NOW THEREFORE, for and in consideration of the mutual promises hereinafter set forth, and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.      Schedule A to each of the Agreements shall hereby be amended and restated in their entirety to read as Schedule A attached hereto.

2.    Any reference to any Agreement shall be a reference to such Agreement as amended hereby. All rights, obligations and liabilities in respect of the Agreements shall continue to exist save as varied herein. In the event of any conflict or inconsistency between the provisions of this Amendment and the Agreements, the terms of this Amendment shall prevail. All other terms of the Agreements are hereby ratified and confirmed.

3.        This Amendment may be executed in any number of counterparts, each of which shall constitute an original but which together shall constitute one instrument.

4.       This Amendment shall be governed by and construed in accordance with the laws of the State of Wisconsin, excluding the laws on conflicts of laws.

[Signature page follows.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in counterparts by their respective officers, thereunto duly authorized, as of the date first above written.

 

 

2

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Amended and Restated

Schedule A

NAMES OF FUNDS

 

TRUST		FUND NAME
ALGER GLOBAL FOCUS FUND		ALGER GLOBAL FOCUS FUND
THE ALGER FUNDS		ALGER GROWTH & INCOME FUND
THE ALGER FUNDS		ALGER CAPITAL APPRECIATION FUND
THE ALGER FUNDS		ALGER SMALL CAP FOCUS FUND
THE ALGER FUNDS		ALGER HEALTH SCIENCES FUND
THE ALGER FUNDS		ALGER INTERNATIONAL FOCUS FUND
THE ALGER FUNDS		ALGER MID CAP GROWTH FUND
THE ALGER FUNDS		ALGER WEATHERBIE SPECIALIZED GROWTH FUND
THE ALGER FUNDS		ALGER SMALL CAP GROWTH FUND
THE ALGER FUNDS		ALGER 35 FUND
THE ALGER FUNDS		ALGER MID CAP FOCUS FUND
THE ALGER FUNDS		ALGER WEATHERBIE ENDURING GROWTH FUND
THE ALGER FUNDS II		ALGER EMERGING MARKETS FUND
THE ALGER FUNDS II		ALGER DYNAMIC OPPORTUNITIES FUND
THE ALGER FUNDS II		ALGER RESPONSIBLE INVESTING FUND
THE ALGER FUNDS II		ALGER SPECTRA FUND
THE ALGER INSTITUTIONAL FUNDS		ALGER CAPITAL APPRECIATION INSTITUTIONAL FUND
THE ALGER INSTITUTIONAL FUNDS		ALGER FOCUS EQUITY FUND
THE ALGER INSTITUTIONAL FUNDS		ALGER MID CAP GROWTH INSTITUTIONAL FUND
THE ALGER INSTITUTIONAL FUNDS		ALGER SMALL CAP GROWTH INSTITUTIONAL FUND
THE ALGER PORTFOLIOS		ALGER BALANCED PORTFOLIO
THE ALGER PORTFOLIOS		ALGER CAPITAL APPRECIATION PORTFOLIO
THE ALGER PORTFOLIOS		ALGER GROWTH & INCOME PORTFOLIO
THE ALGER PORTFOLIOS		ALGER LARGE CAP GROWTH PORTFOLIO
THE ALGER PORTFOLIOS		ALGER MID CAP GROWTH PORTFOLIO
THE ALGER PORTFOLIOS		ALGER SMALL CAP GROWTH PORTFOLIO
THE ALGER PORTFOLIOS		ALGER WEATHERBIE SPECIALIZED GROWTH PORTFOLIO

 

3

Exhibit (h-19)

AMENDMENT

TO

ACCOUNTING AGENCY AGREEMENT

THIS AMENDMENT TO ACCOUNTING AGENCY AGREEMENT (this “Amendment”) is made as of December 7, 2021 by and between BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (“BBH&Co.” or the “Administrator”), and each of the management investment companies (each a “Fund”) set forth on Appendix A hereto registered with the Securities and Exchange Commission under the Investment Company Act of 1940 acting on behalf of their portfolios thereof, if any (each a “Portfolio”).

WHEREAS, the Administrator and each Fund entered into an Accounting Agency Agreement, dated as of February 29, 2008 (as amended, modified and/or supplemented to date (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement; and

WHEREAS, the Administrator and each Fund desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the Administrator and each Fund hereby agree as follows:

1.        The Agreement is hereby amended by deleted the existing Appendix A in its entirety and replaced with the Appendix A attached hereto.

2.        Except as specifically amended hereby, the Agreement remains unchanged, in full force and effect and binding on the parties in accordance with its terms. Each Fund hereby ratifies and affirms all terms and provisions of the Agreement, as amended hereby.

3.        This Amendment may be executed in any number of counterparts each of which shall be deemed to be an original. This Amendment shall become effective when one or more counterparts have been signed and delivered by each of the parties. A photocopy or telefax of the Amendment shall be acceptable evidence of the existence of the Amendment and the Administrator shall be protected in relying on the photocopy or telefax until the Administrator has received the original of the Agreement.

4.       This Amendment, together with the Agreement, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect hereto. Except as expressly modified hereby, the Agreement shall continue in full force and effect in accordance with its terms and conditions.

5.      This Amendment shall be construed in accordance the governing law and exclusive jurisdiction provisions of the Agreement.

[Signature page follows]

 

1

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IN WITNESS WHEREOF, each of the undersigned parties has executed this Amendment to Administrative Agency Agreement effective as of the date first above written.

BROWN BROTHERS HARRIMAN & CO.

 

By: /s/ Hugh Bolton

Name: Hugh Bolton

Title: Managing Director

Date: 1 December 2021

Each of the Management Investment Companies

set forth on Appendix A hereto acting on behalf

of their respective Portfolios thereof, if any

 

By: /s/ Tina Payne

Name: Tina Payne

Title: Secretary and Chief Compliance Officer

Date: December 1,2021

 

2

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APPENDIX A

TO

ACCOUNTING AGENCY AGREEMENT

LIST OF FUNDS

Dated as of December 7, 2021

The following is a list of Funds for which BBH shall serve under the Accounting Agency Agreement dated as of February 29, 2008:

 

The Alger Funds				•  Alger Small Cap Growth Fund •  Alger Mid Cap Growth Fund •  Alger International Focus Fund •  Alger Capital Appreciation Fund •  Alger Health Sciences Fund •  Alger Small Cap Focus Fund •  Alger Mid Cap Focus Fund •  Alger Weatherbie Specialized Growth Fund •  Alger Growth & Income Fund •  Alger 35 Fund •  Alger Weatherbie Enduring Growth Fund
The Alger Institutional Funds				•  Alger Small Cap Growth Institutional Fund •  Alger Mid Cap Growth Institutional Fund •  Alger Focus Equity Fund •  Alger Capital Appreciation Institutional Fund
The Alger Funds II				•  Alger Spectra Fund •  Alger Responsible Investing Fund •  Alger Dynamic Opportunities Fund •  Alger Emerging Markets Fund
The Alger Portfolios				•  Alger Small Cap Growth Portfolio •  Alger Mid Cap Growth Portfolio •  Alger Large Cap Growth Portfolio •  Alger Balanced Portfolio •  Alger Capital Appreciation Portfolio •  Alger Growth & Income •  Alger Weatherbie Specialized Growth Portfolio
Alger Global Focus Fund

Exhibit (j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement No. 33-21722 on Form N-1A of our reports dated February 25, 2022, relating to the financial statements and financial highlights of the Alger Capital Appreciation Portfolio, Alger Large Cap Growth Portfolio, Alger Mid Cap Growth Portfolio, Alger Weatherbie Specialized Growth Portfolio, Alger Small Cap Growth Portfolio, Alger Growth & Income Portfolio, and Alger Balanced Portfolio, each a series of The Alger Portfolios (the “Trust”), appearing in the Annual Reports on Form N-CSR of the Trust for the year ended December 31, 2021, and to the references to us under the headings “Financial Highlights” in the Prospectuses and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information, which are part of such Registration Statement.

/s/ Deloitte & Touche LLP

New York, New York

April 14, 2022

Exhibit (n)

THE ALGER PORTFOLIOS

Rule 18f-3

Multiple Class Plan

The Alger Portfolios (the “Trust” and each series of the Trust, a “Portfolio”)) has elected to rely on Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), in offering multiple classes of shares with differing distribution arrangements, voting rights and exchange and conversion features.

Pursuant to Rule 18f-3, the Board of Trustees of the Trust (the “Board”) has approved and adopted this written plan (the “Plan”) specifying the differences among the classes of shares to be offered by the Portfolios, including those, if any, pertaining to shareholder services, distribution arrangements, expense allocations, and conversion and exchange features. Prior to such offering, the Plan will be filed as an exhibit to the Trust’s registration statement.

 

I.	ATTRIBUTES OF SHARE CLASSES

Each share of a Portfolio represents an equal pro rata interest in the Portfolio and, except as set forth below, has identical voting rights, powers, qualifications, terms and conditions and, in proportion to each share’s net asset value, liquidation rights and preferences. The classes differ in that: (a) each class has a different class designation; (b) only the Class S Shares are subject to distribution and shareholder servicing fees (“Rule 12b-1 fees”) under plans adopted pursuant to Rule l2b-1 under the 1940 Act (the “Rule 12b-1 Plan”); (c) to the extent that one class alone is affected by a matter submitted to a vote of the shareholders, then only that class has voting power on the matter; (d) the exchange privileges of each class differ from those of the other; and (e) Class I-2 and Class S Shares are subject to different fees, including transfer agency, sub-transfer agency, and shareholder administrative services fees pursuant to agreements approved by the Board.

 

A.	CLASS I-2 SHARES

Class I-2 Shares are generally sold to separate accounts of participating life insurance companies as underlying investments of variable annuity contracts and variable life insurance policies and to qualified pension and retirement plans.

 

1.

Sales Loads. Class I-2 Shares are not subject to sales loads.

 

2.

Rule 12b-1 fees. Class I-2 Shares are not subject to a Rule 12b-1 fee.

 

3.

Class Expenses. No expenses are allocated particularly to Class I-2 Shares other than other expenses, not including advisory or custodial fees or other expenses related to the management of a Portfolio’s assets, provided these expenses are actually incurred in a different amount by Class I-2 Shares, or if Class I-2 Shares receive services of a different kind or to a different degree than other classes.

 

4.

Exchange Privileges and Conversion Features. Class I-2 Shares of a Portfolio are exchangeable for Class I-2 Shares of other Portfolios of the Trust. Class I-2 Shares have no conversion features.

 

B.	CLASS S SHARES

Class S Shares are generally sold to separate accounts of participating life insurance companies as underlying investments of variable annuity contracts and variable life insurance policies and to qualified pension and retirement plans.

 

1.

Sales Loads. Class S Shares are not subject to sales loads

 

2.

Rule 12b-1 fees. Class S Shares are subject to a Rule 12b-1 fee pursuant to the Class S Shares’ Rule 12b-1 Plan, for distribution and shareholder servicing services, of 0.25% of the average daily net assets of Class S Shares. Each Portfolio may pay Fred Alger & Company, LLC, from the Rule 12b-1 fee, up to 0.25% of the

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value of the average daily net assets of its Class S Shares, for ongoing servicing and/or maintenance of shareholder accounts.

 

3.

Class Expenses. No expenses are allocated particularly to Class S Shares other than (i) the Rule 12b-1 fee and (ii) other expenses, not including advisory or custodial fees or other expenses related to the management of a Portfolio’s assets, provided these expenses are actually incurred in a different amount by Class S Shares, or if Class S Shares receive services of a different kind or to a different degree than other classes.

 

4.

Exchange Privileges and Conversion Features. Class S Shares of a Portfolio are exchangeable for Class S Shares of other Portfolios of the Trust. Class S Shares may be automatically converted into Class I-2 Shares in accordance with such requirements and procedures as the Board may establish from time to time.

 

C.	ADDITIONAL CLASSES

In the future, the Trust may offer additional classes of shares which differ from the classes discussed above. However, any additional classes of shares must be approved by the Board, and the Plan must be amended to describe those classes.

 

II.	APPROVAL OF MULTIPLE CLASS PLAN

The Board, including a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust, must approve the Plan initially. In addition, the Board must approve any material changes to the classes and the Plan prior to their implementation. The Board must find that the Plan is in the best interests of each class individually and each Portfolio as a whole. In making its findings, the Board should focus on, among other things, the relationships among the classes and examine potential conflicts of interest among classes regarding the allocation of fees, services, waivers and reimbursements of expenses, and voting rights. Most significantly, the Board should evaluate the level of services provided to each class and the cost of those services to ensure that the services are appropriate and that the costs thereof are reasonable. In accordance with the foregoing provisions of this section II, the Board has approved and adopted this Plan, as amended, as of the date written below.

 

III.	DIVIDENDS AND DISTRIBUTIONS

Because of the differences in fees described above, the dividends payable to shareholders of one class will differ from the dividends payable to shareholders of the other class. Dividends paid to each class of shares in each Portfolio will, however, be declared and paid at the same time and, except for the differences in expenses listed above, will be determined in the same manner and paid in the same amounts per outstanding shares.

 

IV.	EXPENSE ALLOCATIONS

Income, realized and unrealized capital gains and losses, and Portfolio expenses not allocated to a particular class shall be allocated to each class on the basis of the net asset value of that class in relation to the net asset value of the Trust.

 

V.	EXPENSE WAIVER AND REIMBURSEMENT

The Trust’s advisor, distributor or any other provider of services to the Trust may waive or reimburse all or a portion of:

 

(i)

a Class Expense, as defined above, or

(ii)

a pro rata allocation of a Portfolio’s expense other than a Class Expense (not including advisory or custodial fees or other expenses related to the management of a Portfolio’s assets) to a share class.

As revised: March 23, 2022

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