0001104659-12-011948 Sample Contracts

CUSTODIAN AGREEMENT
Custodian Agreement • February 23rd, 2012 • Alger Institutional Funds • New York

THIS AGREEMENT, dated as of February 29, 2008, between the management investment companies set forth in Exhibit 1 hereto (each, the Fund) registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (the 1940 Act) acting on behalf of their respective Portfolios thereof, if any (each a Portfolio), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian),

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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 23rd, 2012 • Alger Institutional 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).

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 23rd, 2012 • Alger Institutional 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 23rd, 2012 • Alger Institutional 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 23rd, 2012 • Alger Institutional 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 23rd, 2012 • Alger Institutional 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”).

ACCOUNTING AGENCY AGREEMENT
Accounting Agency Agreement • February 23rd, 2012 • Alger Institutional Funds • New York

THIS AGREEMENT is made as of February 29, 2008 by and between BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (the “Administrator”), and the management investment companies set forth in Appendix A hereto (each, the “Fund”) registered with the Commission under the Investment Company Act of 1940 (“the 1940 Act”) acting on behalf of their respective Portfolios thereof, if any (each a “Portfolio” and collectively, the “Portfolios”).

THE ALGER INSTITUTIONAL FUNDS ADMINISTRATION AGREEMENT
Administration Agreement • February 23rd, 2012 • Alger Institutional Funds
AMENDMENT TO DISTRIBUTION AGREEMENT THE ALGER INSTITUTIONAL FUND
Distribution Agreement • February 23rd, 2012 • Alger Institutional Funds

The Alger Institutional Fund (the “Fund”) has created a new class of shares designated Class R Shares and has adopted a plan pursuant to Rule 12b-l under the Investment Company Act permitting certain payments to Fred Alger & Company Incorporated (Alger Inc.”) with respect to such shares. Accordingly, the Distribution Agreement dated October 15, 1993, between the Fund and Alger Inc. is hereby amended by adding the following paragraphs 1.6, 1.7 and 1.8:

SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • February 23rd, 2012 • Alger Institutional Funds
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