0001104659-12-011611 Sample Contracts

FIRST AMENDMENT To Transfer Agency and Service Agreement between Certain Investment Companies Managed by Fred Alger Management Inc., as listed on Schedule A thereto and State Street Bank and Trust Company
Agency and Service Agreement • February 22nd, 2012 • Alger Funds

This First Amendment is made as of this 9th day of March, 2006, between each of the investment management companies managed by Fred Alger Management Inc., as listed on Schedule A to the Transfer Agency and Service Agreement (the “Funds”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 15.1 (Amendment) of the Transfer Agency and Service Agreement between each of the Funds and the Transfer Agent dated as of November 22, 2004, (the “Agreement”) the parties desire to amend the Agreement, to, among other things, reflect that effective May 1, 2006, State Street Bank and Trust Company shall serve as custodian for the Retirement Accounts defined in Section 1.1(o)(i).

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SECOND AMENDMENT To Transfer Agency and Service Agreement between Certain Investment Companies Managed by Fred Alger Management Inc., as listed on Schedule A thereto and State Street Bank and Trust Company
Agency and Service Agreement • February 22nd, 2012 • Alger Funds

This Second Amendment is made as of this 21 day of November, 2009, between each of the investment management companies managed by Fred Alger Management Inc., as listed on Schedule A to the Transfer Agency and Service Agreement (the “Funds”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 15.1 (Amendment) of the Transfer Agency and Service Agreement between each of the Funds and the Transfer Agent dated as of November 22, 2004, (the “Agreement”) the parties desire to amend the Agreement as set forth herein.

AMENDMENT NO. 3 TO SHAREHOLDER ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • February 22nd, 2012 • Alger Funds

Each of the investment companies listed in Schedule A hereto (each, a “Fund” and collectively, the “Funds”) and Fred Alger Management, Inc. (“Alger Management”) entered into a Shareholder Administrative Services Agreement dated February 28, 2005, as amended June 30, 2007 and May 18, 2010 (the “Agreement”), and wish to amend the Agreement as follows:

AMENDMENT TO ACCOUNTING AGENCY AGREEMENT
Accounting Agency Agreement • February 22nd, 2012 • Alger Funds

This Amendment to Accounting Agency Agreement (the “Amendment”) is dated as of June 1, 2009, by and between the management investment companies set forth on Exhibit A attached hereto (the “Funds”), and Brown Brothers Harriman & Co., a New York limited partnership with an office in Boston, Massachusetts (the “Administrator”).

AMENDMENT TO ACCOUNTING AGENCY AGREEMENT
Accounting Agency Agreement • February 22nd, 2012 • Alger Funds

This Amendment to Accounting Agency Agreement (the “Amendment”) is dated as of October 24, 2011, by and between the management investment companies set forth on Exhibit A attached hereto (the “Funds”), and Brown Brothers Harriman & Co., a New York limited partnership with an office in Boston, Massachusetts (the “Administrator”).

THE ALGER FUNDS ADMINISTRATION AGREEMENT
Administration Agreement • February 22nd, 2012 • Alger Funds
FRED ALGER & COMPANY, INCORPORATED SELLING AGREEMENT
Selling Agreement • February 22nd, 2012 • Alger Funds • New York

Fred Alger & Company, Incorporated (the “Distributor”) acts as the principal distributor of the shares of beneficial interest of various open-end investment companies (referred to individually as a “Fund” and collectively as the “Funds”) pursuant to distribution agreements between the Distributor and the Funds (the “Distribution Agreements”). Each Fund is an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). As principal distributor, the Distributor invites you (the “Company”) to participate in the distribution of shares of the Funds for which the Distributor is now or may become the principal distributor (collectively, the “Shares”) upon the following terms and conditions:

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