Alger Portfolios Sample Contracts

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WITNESSETH:
Custody Agreement • April 9th, 1998 • Alger American Fund • New York
PURCHASE AGREEMENT
Purchase Agreement • April 9th, 1998 • Alger American Fund
ARTICLE I DEFINITIONS -----------
Foreign Custody Manager Agreement • April 11th, 2005 • Alger American Fund • New York
EXHIBIT 5(a) INVESTMENT MANAGEMENT AGREEMENT THE ALGER AMERICAN FUND ALGER AMERICAN BALANCED PORTFOLIO
Investment Management Agreement • April 9th, 1998 • Alger American Fund • New York
CUSTODIAN AGREEMENT
Custodian Agreement • March 12th, 2008 • Alger American Fund • 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),

PURCHASE AGREEMENT
Purchase Agreement • April 9th, 1998 • Alger American Fund
CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And Each Customer Listed on Appendix I
Custody Agreement • April 12th, 2024 • Alger Portfolios • New York

This Custody Agreement is made and entered into as of the latest date set forth on the signature page hereto (the “Effective Date”) by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY Mellon”), and each investment company identified on Appendix I and each investment company which becomes a party to this Agreement in accordance with the terms hereof, including, if applicable, each series of the investment companies identified on Appendix I and each series which becomes a party to this Agreement in accordance with the terms hereof (each such investment company, or series thereof, severally, and not jointly (the “Customer”). BNY Mellon and Customer are collectively referred to as the “Parties” and individually as a “Party”.

THE ALGER PORTFOLIOS FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • April 16th, 2021 • Alger Portfolios
EXHIBIT 5(b) INVESTMENT MANAGEMENT AGREEMENT THE ALGER AMERICAN FUND ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
Investment Management Agreement • April 9th, 1998 • Alger American Fund • New York
FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • April 12th, 2024 • Alger Portfolios • New York

THIS AGREEMENT is made as of June 1, 2023 by and between each investment company referenced on the signature page hereto (each, a “Fund” and collectively, the “Funds” as applicable) and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”).

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • April 12th, 2024 • Alger Portfolios

AGREEMENT made as of June 1, 2023 by and between each entity listed on Annex I attached hereto (each such entity severally, not jointly, the “Fund”) and The Bank of New York Mellon (“BNY”).

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • April 16th, 2020 • Alger Portfolios

THIS AMENDMENT to Custodian Agreement (this “Amendment”) is dated as of December 20, 2017, by and between each of the management investment companies (each, the “Fund”) set forth on Exhibit I to the Agreement (defined below) registered with the Securities and Exchange Commission under the Investment Company Act of 1940 acting on behalf of their respective portfolios therof, if any (each, a “Portfolio”) and Brown Brothers Harriman & Co. (“BBH&Co.”).

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
Transfer 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).

AMENDMENT TO ACCOUNTING AGENCY AGREEMENT
Accounting Agency Agreement • April 16th, 2020 • Alger Portfolios

This Amendment to Accounting Agency Agreement (the “Amendment”) is dated as of August 17, 2017, 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 NO. 6 TO SHAREHOLDER ADMINISTRATIVE SERVICES AGREEMENT
Shareholder Administrative Services Agreement • April 16th, 2021 • Alger Portfolios

WHEREAS, Each of the investment companies listed in Schedule A hereto (each, a “Fund” and collectively, the “Funds”) and Fred Alger Management, Inc. 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, and December 28, 2017 (the “Agreement”); and

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 16th, 2020 • Alger Portfolios • Wisconsin

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 5th day of October, 2019, by and between The Alger Funds, The Alger Institutional Funds, The Alger Portfolios, The Alger Funds II, and Alger Global Focus Fund, each a Massachusetts Business Trust (each a “Trust” collectively, the “Trusts”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

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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
Transfer 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
Shareholder 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 16th, 2020 • Alger Portfolios

THIS AMENDMENT TO ACCOUNTING AGENCY AGREEMENT (this “Amendment”) is made as of June 1, 2018 by and between BROWN BROTHERS HARRIMAN & CO., a New York limited partnership the (“Administrator”), and the management investment companies set forth on Appendix A to the Agreement (as defined below) (the “Funds”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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”).

ACCOUNTING AGENCY AGREEMENT
Accounting Agency Agreement • March 12th, 2008 • Alger American Fund • 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”).

FORM OF SUB-INVESTMENT ADVISORY AGREEMENT FRED ALGER MANAGEMENT, INC. 360 Park Avenue South New York, New York 10010
Sub-Investment Advisory Agreement • February 6th, 2017 • Alger Portfolios • New York

As you are aware, The Alger Funds, The Alger Funds II and The Alger Portfolios (the “Funds”) desire to employ the capital of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Series”), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the relevant Series’ Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by each Fund’s Board. Each Fund employs Fred Alger Management, Inc. (the “Adviser”) to act as the Series’ investment adviser pursuant to a written agreement (the “Management Agreement”), a copy of which has been furnished to you. The Adviser is authorized to and desires to retain you, and you hereby agree to accept such retention, to act as the Series’ sub-investment adviser with respect to that portion of each

THE ALGER PORTFOLIOS ADMINISTRATION AGREEMENT
Administration Agreement • April 13th, 2012 • Alger Portfolios
1358Q EXHIBIT 6 DISTRIBUTION AGREEMENT
Distribution Agreement • April 9th, 1998 • Alger American Fund • New York
THE ALGER PORTFOLIOS FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • April 16th, 2020 • Alger Portfolios
AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • April 16th, 2020 • Alger Portfolios

THIS AMENDMENT to Custodian Agreement (this “Amendment”) is dated as of January 6, 2017, 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 portfolios thereof, if any (each a “Portfolio”) and Brown Brothers Harriman & Co. (“BBH&Co.”).

AMENDMENT NO. 1 TO SHAREHOLDER ADMINISTRATIVE SERVICES AGREEMENT
Shareholder Administrative Services Agreement • April 16th, 2020 • Alger Portfolios

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

SECURITIES LENDING AUTHORIZATION AGREEMENT
Securities Lending Authorization Agreement • April 12th, 2024 • Alger Portfolios • New York

AGREEMENT, dated as of January 18, 2024 between each investment company listed on Attachment 1 hereto (each, a “Client”), with respect to each of the series of each Client identified on Attachment 1 hereto, as amended, modified or supplemented from time to time (each a “Lender” and collectively the “Lenders”) and The Bank of New York Mellon (“Bank”).

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