0001104659-12-025052 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 • April 13th, 2012 • Alger Portfolios

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 • April 13th, 2012 • Alger Portfolios

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 • April 13th, 2012 • Alger Portfolios

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 • April 13th, 2012 • Alger Portfolios

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 • April 13th, 2012 • Alger Portfolios

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 PORTFOLIOS ADMINISTRATION AGREEMENT
Administration Agreement • April 13th, 2012 • Alger Portfolios
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