Attachment: THE ALGER FUNDS 485BPOS


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Attachment: XBRL TAXONOMY EXTENSION SCHEMA


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Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE


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Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE


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Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE


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Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE


EX-99.A15

Exhibit (a-15)

THE ALGER FUNDS

Second Amended and Restated Certificate of Designation

for

Alger Mid Cap Focus Fund

The undersigned, being the duly elected and acting Secretary of The Alger Funds, a trust with transferable shares established under Massachusetts law of the type commonly called a Massachusetts business trust (the “Trust”), DOES HEREBY CERTIFY that pursuant to the authority conferred upon the Trustees of the Trust by Section 6.1(b) and Section 9.3 of the Amended and Restated Agreement and Declaration of Trust of the Trust dated September 13, 2012, as amended (the “Declaration of Trust”), and in accordance with Section 2 of the Amended and Restated Certificate of Designation for Alger Mid Cap Focus Fund (the “Portfolio”) dated December 15, 2020 (the “Certificate of Designation”), and further pursuant to the affirmative vote of a Majority of the Trustees at a meeting duly called and held on May 11, 2021, the Certificate of Designation is hereby amended and restated by this second amended and restated certificate (this “Amended Certificate”) as follows:

(1)    Additional Portfolio. There is hereby established and designated the Alger Mid Cap Focus Fund (the “Portfolio”). The beneficial interest in the Portfolio shall be divided into Shares having a nominal or par value of one mill ($.001) per Share, of which an unlimited number may be issued, which Shares shall represent interests only in the Portfolio. The Trustees shall have authority from time to time to authorize Classes of Shares for the Portfolio (each of which Classes shall represent interests only in the Portfolio), as they deem necessary and desirable. There currently are five Classes of Shares of the Portfolio: Class A Shares; Class C Shares; Class I Shares; Class Y Shares; and Class Z Shares. The Shares of the Portfolio, and the Classes thereof, shall have the additional relative rights and preferences, shall be subject to the liabilities, shall have the other characteristics, and shall be subject to the powers of the Trustees, all as set forth in Article 6 of the Declaration of Trust, as from time to time in effect. Without limitation of the foregoing sentence, each Share of such Series representing the beneficial interest of the Portfolio shall be redeemable, shall be entitled to one vote, or a ratable fraction of one vote in respect of a fractional Share, as to matters on which Shares of such Series shall be entitled to vote, and shall represent a share of the beneficial interest of the Portfolio, all as provided in the Declaration of Trust.

(2)    Amendment, etc. Subject to the provisions and limitations of Section 9.3 of the Declaration of Trust and applicable law, this Amended Certificate may be amended by an instrument signed in writing by a Majority of the Trustees (or by an officer of the Trust pursuant to the vote of a Majority of the Trustees), provided, that, if any such amendment adversely affects the rights of the Shareholders of the Portfolio, such amendment shall be adopted by an instrument signed in writing by a Majority of the Trustees (or by an officer of the Trust pursuant to the vote of a Majority of the Trustees) when authorized to do so by the vote in accordance with Section 7.1 of the Declaration of Trust of the holders of a majority of all the Shares of the Portfolio outstanding and entitled to vote.

(3)    Incorporation of Defined Terms. All capitalized terms which are not defined herein shall have the same meanings as are assigned to those terms in the Declaration of Trust.

The Trustees further direct that, upon the execution of this Amended Certificate, the Trust take all necessary action to file a copy of this Amended Certificate with the Secretary of


the Commonwealth of Massachusetts and at any other place required by law or by the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned has set her hand and seal this 11th day of May 2021.

 

/s/ Tina Payne                        

Tina Payne

Secretary


ACKNOWLEDGEMENT

 

State of New York   )
  ) ss
County of New York     )

May 11, 2021

Then personally appeared the above-named Tina Payne and acknowledged the foregoing instrument to be her free act and deed.

Before me,

 

/s/ Louise M. Ulitto                                
Notary Public
My Commission Expires:
LOUISE M. ULITTO
Notary Public State of New York
No. 24-4814711
Qualified in Kings County
Commission Expires Jan 21, 2023

EX-99.D9

Exhibit (d-9)

May 11, 2021

The Alger Funds

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 “Fund”) of The Alger Funds (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 Fund’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 Fund. FAM may, during the two-year period of this contract, recoup any fees waived or expenses reimbursed pursuant to this contract 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 Funds

/s/ Hal Liebes

By: Hal Liebes, President

 

1


Exhibit (d-9)

SCHEDULE A

 

Fund Name    Share  
Class  
   Fiscal  
Year End  
   Expense    
Cap  
  Expense Cap Period
         

Alger Capital Appreciation Fund

   Z    October 31    0.85%   February 28, 2021 – February 28, 2023
         

Alger International Focus Fund

   I    October 31    1.25%   February 28, 2021 – February 28, 2023
         

Alger International Focus Fund

   Z    October 31    0.89%   February 28, 2021 – February 28, 2023
         

Alger Mid Cap Growth Fund

   Z    October 31    0.99%   February 28, 2021 – February 28, 2023
         

Alger Mid Cap Focus Fund

   A    October 31    1.15%   Inception – February 28, 2023
         

Alger Mid Cap Focus Fund

   C    October 31    1.90%   Inception – February 28, 2023
         

Alger Mid Cap Focus Fund

   I    October 31    1.20%   February 28, 2021 – February 28, 2023
         

Alger Mid Cap Focus Fund

   Y    October 31    0.69%   February 28, 2021 – February 28, 2023
         

Alger Mid Cap Focus Fund

   Z    October 31    0.99%   February 28, 2021 – February 28, 2023
         

Alger Weatherbie Specialized Growth Fund

   Y    October 31    0.87%   February 28, 2021 – February 28, 2023
         

Alger Small Cap Growth Fund

   Z    October 31    0.99%   February 28, 2021 – February 28, 2023
         

Alger Small Cap Focus Fund

   Y    October 31    0.85%   February 28, 2021 – February 28, 2023
         

Alger Health Sciences Fund

   Z    October 31    0.75%   February 28, 2021 – February 28, 2023

 

2


EX-99.I5

Exhibit (i-5)

LOGO

John Hunt

T +1 (617) 339-2961

M +1 (617) 549-4045

jhunt@sullivanlaw.com

July 26, 2021

The Trustees of The Alger Funds

c/o Fred Alger Management, LLC

360 Park Avenue South

New York, New York 10010

 

Re:

The Alger Funds – Alger Mid Cap Focus Fund – Classes A and C

Ladies and Gentlemen:

You have requested our opinion, as your special Massachusetts counsel, as to certain matters of Massachusetts law relating to the organization and shares of The Alger Funds, a trust with transferable shares (the “Trust”) established under Massachusetts law pursuant to an Amended and Restated Declaration of Trust dated September 13, 2012, as amended to date (the “Declaration of Trust”). We understand that our opinion is requested in connection with the filing by the Trust with the Securities and Exchange Commission (the “SEC”) of Post-Effective Amendment No. 134 to its Registration Statement under the Securities Act of 1933, as amended, Registration No. 033-04959 and of Amendment No. 136 to its Registration Statement under the Investment Company Act of 1940, as amended, Registration No. 811-01355 (the “Amendment”), relating to each of Class A and Class C Shares of beneficial interest, $0.001 par value per share (collectively, the “Shares”), of Alger Mid Cap Focus Fund, a separate series of the Trust.

For purposes of rendering the opinions stated herein, we have examined and are familiar with the Declaration of Trust, and we have reviewed drafts of the prospectus (the “Prospectus”) and statement of additional information (the “SAI”) contained in the Amendment, records of the actions taken by yourselves as the Trustees of the Trust to authorize the issuance and sale of the Shares, the Amended and Restated By-Laws of the Trust, as currently in effect, certificates of officers of the Trust and of public officials as to matters of fact relevant to such opinions, and such other documents and instruments, certified or otherwise identified to our satisfaction, and such questions of law and fact, as we have considered necessary or appropriate for purposes of giving such opinions. We call to your attention that, in doing so, we have assumed the genuineness of the signatures on, and the authenticity of, all documents furnished to us, and the conformity to the originals of documents submitted to us as copies, which we have not independently verified.

Our opinion in paragraph 1 below with respect to the valid existence of the Trust in Massachusetts is based solely on a certificate to such effect issued by the Secretary of the Commonwealth of Massachusetts.

Based upon and subject to the foregoing, we hereby advise you that, in our opinion, under the laws of Massachusetts:

 

  1.

The Trust is validly existing as a trust with transferable shares of the type commonly called a Massachusetts business trust.

 

LOGO


The Trustees of

     

  The Alger Funds

   -2-    July 26, 2021

 

  2.

The Trust is authorized to issue an unlimited number of shares of beneficial interest; upon the effectiveness of the amendment to the Trust’s Registration Statement on Form N-1A relating to the Shares, the Shares will have been duly and validly authorized by all requisite action of the Trustees of the Trust, and no action by the shareholders of the Trust is required in such connection.

 

  3.

The Shares, when duly sold, issued and paid for as contemplated by the Prospectus and SAI, will be fully paid and non-assessable.

This letter expresses our opinions as to the provisions of the Declaration of Trust and the laws of Massachusetts applying to business trusts generally, but does not extend to the Massachusetts Securities Act, or to federal securities or other laws.

This opinion is limited to the present laws of The Commonwealth of Massachusetts (as such laws are applied by courts located in Massachusetts) and to the present judicial interpretations thereof and to the facts as they presently exist. We express no opinion with respect to, or as to the effect of the laws of, any other jurisdiction.

All of the opinions set forth herein are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in the law that may hereafter occur.

This opinion letter should be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Section of Business Law, as published in 53 Business Lawyer 831 (May 1998).

This opinion is solely for the benefit of the Trust and its shareholders and may not be otherwise quoted or relied upon by any person or entity without our prior express written consent.

We consent to your filing this letter with the SEC as an exhibit to the Amendment, but we do not thereby concede that we come within the class of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Sullivan & Worcester LLP

SULLIVAN & WORCESTER LLP


EX-99.J

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. 33-4959 on Form N-1A of our report dated December 21, 2020, relating to the financial statements and financial highlights of Alger Mid Cap Focus Fund, a series of The Alger Funds (the “Trust”), appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2020, and to the references to us under the headings “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information, which is part of such Registration Statement.

/s/ Deloitte & Touche LLP

New York, New York

July 26, 2021


EX-99.M1

Exhibit (m-1)

CLASS A DISTRIBUTION PLAN OF

THE ALGER FUNDS

Pursuant to the provisions of Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”), this Rule 12b-1 Plan (the “Plan”) has been adopted for The Alger Funds (the “Fund”) with respect to the Class A Shares of each of its series listed on Schedule A hereto, as such Schedule may be amended in writing from time to time (each, a “Portfolio”), by a majority of the members of the Fund’s Board of Trustees (the “Board”), and separately by a majority of the members who are not “interested persons” of the Fund, as such term is defined in the Act, and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the “Independent Trustees”), at a meeting called for the purpose of voting on this Plan.

 

  1.

Shareholder Services and Distribution Expenses. Under the Plan, Fred Alger & Company, LLC (“Alger LLC”), the Fund’s distributor, will be paid by the Fund, on behalf of each Portfolio, a distribution and/or service (12b-1) fee computed at an annual rate of up to 0.25% of the average daily net assets allocable to the Class A Shares of the Portfolio, and such fee will be charged only to the Class A shareholders. Subject to the limitations described below, the distribution and/or service (12b-1) fee will be used by Alger LLC for expenses incurred in the promotion and distribution of the Class A Shares, as well as to provide compensation for ongoing servicing and/or maintenance of shareholder accounts. Compensation for expenses incurred in the promotion and distribution of the Class A Shares may be used to finance any activity which is primarily intended to result in the sale of Class A Shares including, but not limited to, expenses of organizing and conducting sales seminars, advertising programs, printing prospectuses, statements of additional information (and supplements thereto) and reports for other than existing shareholders, preparation and distribution of advertising material and sales literature, overhead, supplemental payments to dealers and other institutions as asset-based sales charges or as payments of commissions or service fees by Alger LLC, and the costs of administering the Plan. Compensation for expenses incurred in providing ongoing servicing and/or maintenance of shareholder accounts may be used to cover an allocable portion of overhead and other Alger LLC and selected dealer office expenses related to the servicing and/or maintenance of shareholder accounts, and payments by Alger LLC to persons, including Alger LLC employees, who respond to inquiries of shareholders of the Fund regarding their ownership of shares or their accounts with the Fund or who provide other similar services not otherwise required to be provided by the Fund’s investment manager, transfer agent, administrator or other agent of the Fund. To the extent that amounts paid hereunder to and retained by Alger LLC are not used specifically to reimburse Alger LLC for any such expense, such amounts may be treated as compensation for Alger LLC’s shareholder services and distribution-related services. All amounts expended pursuant to the Plan shall be paid to Alger LLC and are the legal obligation of the Fund and not Alger LLC.

 

  2.

Periodic Reporting. Alger LLC shall prepare reports for the Board on a quarterly basis showing amounts paid pursuant to this Plan and any other related agreement, the purpose for such expenditure, and such other information as from time to time shall be reasonably requested by the Board.

 

  3.

Continuance. This Plan shall continue in effect with respect to each Portfolio indefinitely, provided that such continuance is approved at least annually by a vote of a majority of the Board, and separately by a majority of the Independent Trustees, cast in person at a meeting called for such purpose.

 

  4.

Additional Portfolios. The Plan shall become effective with respect to Portfolios not currently listed on Schedule A hereto upon obtaining the requisite approvals with respect to such Portfolios in accordance with Sections 3 and 6 hereto.


  5.

Termination. This Plan may be terminated with respect to a Portfolio at any time without penalty by vote of a majority of the Independent Trustees or by vote of the majority of the outstanding Class A Shares of the Portfolio.

 

  6.

Amendment. This Plan may not be amended to materially increase the amount payable for distribution to Alger LLC by the Fund without the vote of a majority of the outstanding Class A Shares of each Portfolio. All material amendments to this Plan must in any event be approved by a vote of a majority of the Board, and separately by a majority of the Independent Trustees, cast in person at a meeting called for such purpose.

 

  7.

Related Agreements. Any agreement related to this Plan shall be in writing and shall provide:

 

  a.

That such agreement may be terminated with respect to a Portfolio at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding Class A Shares of the Portfolio, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 

  b.

that such agreement shall terminate automatically in the event of its assignment.

 

  8.

Governance Standards. So long as this Plan is in effect, the Fund will comply with the provisions of Rule 12b-1(c).

 

  9.

Recordkeeping. The Fund will preserve copies of this Plan, all related agreements, and all reports made pursuant to Paragraph 2 above for a period of not less than six (6) years from the date of this Plan or any such agreement or report, as the case may be, the first two (2) years in an easily accessible place.

 

  10.

Limitation of Liability. Any obligation of the Fund hereunder shall be binding only upon the assets of the Fund and shall not be binding on any trustee, officer, employee, agent, or shareholder of the Fund. Neither the authorization of any action by the trustees or shareholders of the Fund nor the adoption of the Plan on behalf of the Fund shall impose any liability upon any trustees or upon any shareholder.

 

  11.

Definitions. The terms “interested person,” “vote of a majority of the outstanding voting securities” and “assignment” shall have the meanings set forth in the Act and the rules and regulations thereunder.

Dated May 11, 2021


Schedule A

Alger Capital Appreciation Fund

Alger International Focus Fund

Alger Mid Cap Focus Fund

Alger Mid Cap Growth Fund

Alger Weatherbie Specialized Growth Fund

Alger Small Cap Growth Fund

Alger Small Cap Focus Fund

Alger Health Sciences Fund

Alger Growth & Income Fund


EX-99.M3

Exhibit (m-3)

CLASS C DISTRIBUTION PLAN OF

THE ALGER FUNDS

Pursuant to the provisions of Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”), this Rule 12b-1 Plan (the “Plan”) has been adopted for The Alger Funds (the “Fund”) with respect to the Class C Shares of each of its series listed on Schedule A hereto, as such Schedule may be amended in writing from time to time (each, a “Portfolio”), by a majority of the members of the Fund’s Board of Trustees (the “Board”), and separately by a majority of the members who are not “interested persons” of the Fund, as such term is defined in the Act, and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the “Independent Trustees”), at a meeting called for the purpose of voting on this Plan, and it has been approved by a majority of the outstanding Class C Shares of each Portfolio with respect to which Rule 12b-1 requires such approval.

 

  1.

Distribution Expenses. The Fund may incur, as a distributor of its Class C Shares, expenses at the annual rate of 0.75% of the average daily net assets of the Fund allocable to the Class C Shares, subject to any limitation imposed from time to time by law or regulation. Such expenses shall be charged only to the Class C Shares.

 

  2.

Expenses Covered by the Plan. Amounts expended as set forth in Section 1 may be used to finance any activity which is primarily intended to result in the sale of Class C Shares including, but not limited to expenses of organizing and conducting sales seminars, advertising programs, finders’ fees, printing prospectuses, statements of additional information (and supplements thereto) and reports for other than existing shareholders, preparation and distribution of advertising material and sales literature, overhead, supplemental payments to dealers and other institutions as asset-based sales charges or as payments of commissions or service fees by Fred Alger & Company, LLC, the Fund’s distributor (“Alger LLC”), and the costs of administering the Plan. To the extent that amounts paid hereunder to and retained by Alger LLC are not used specifically to reimburse Alger LLC for any such expense, such amounts may be treated as compensation for Alger LLC’s distribution-related services. All amounts expended pursuant to the Plan shall be paid to Alger LLC and are the legal obligation of the Fund and not Alger LLC.

 

  3.

Shareholder Services. Under the Plan, Alger LLC will be paid by the Fund, on behalf of each Portfolio, a distribution and/or service (12b-1) fee computed at an annual rate of up to 0.25% of the average daily net assets allocable to the Class C Shares of the Portfolio, and such fee will be charged only to the Class C shareholders. The distribution and/or service (12b-1) fee will be used by Alger LLC to provide compensation for ongoing servicing and/or maintenance of shareholder accounts and to cover an allocable portion of overhead and other Alger LLC and selected dealer office expenses related to the servicing and/or maintenance of shareholder accounts. Compensation will be paid by Alger LLC to persons, including Alger LLC employees, who respond to inquiries of shareholders of the Fund regarding their ownership of shares or their accounts with the Fund or who provide other similar services not otherwise required to be provided by the Fund’s investment manager, transfer agent, administrator or other agent of the Fund.

 

  4.

Periodic Reporting. Alger LLC shall prepare reports for the Board on a quarterly basis showing amounts paid pursuant to this Plan and any other related agreement, the purpose for such expenditure, and such other information as from time to time shall be reasonably requested by the Board.

 

  5.

Continuance. This Plan shall continue in effect with respect to each Portfolio indefinitely, provided that such continuance is approved at least annually by a vote of a majority of the Board, and separately by a majority of the Independent Trustees, cast in person at a meeting called for such purpose.

 

  6.

Additional Portfolios. The Plan shall become effective with respect to Portfolios not currently listed on Schedule A hereto upon obtaining the requisite approvals with respect to such Portfolios in accordance with Sections 5 and 8 hereto.

 

  7.

Termination. This Plan may be terminated with respect to a Portfolio at any time without penalty by vote of a majority of the Independent Trustees or by vote of the majority of the outstanding Class C Shares of the Portfolio.


  8.

Amendment. This Plan may not be amended to materially increase the amount payable for distribution to Alger LLC by the Fund without the vote of a majority of the outstanding Class C Shares of each Portfolio. All material amendments to this Plan must in any event be approved by a vote of a majority of the Board, and separately by a majority of the Independent Trustees, cast in person at a meeting called for such purpose.

 

  9.

Related Agreements. Any agreement related to this Plan shall be in writing and shall provide:

 

  a.

That such agreement may be terminated with respect to a Portfolio at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding Class C Shares of the Portfolio, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 

  b.

that such agreement shall terminate automatically in the event of its assignment.

 

  10.

Governance Standards. So long as this Plan is in effect, the Fund will comply with the provisions of Rule 12b-1(c).

 

  11.

Recordkeeping. The Fund will preserve copies of this Plan, and all related agreements, and all reports made pursuant to Paragraph 2 above for a period of not less than six (6) years from the date of this Plan or any such agreement or report, as the case may be, the first two (2) years in an easily accessible place.

 

  12.

Limitation of Liability. Any obligation of the Fund hereunder shall be binding only upon the assets of the Fund and shall not be binding on any trustee, officer, employee, agent, or shareholder of the Fund. Neither the authorization of any action by the trustees or shareholders of the Fund nor the adoption of the Plan on behalf of the Fund shall impose any liability upon any trustees or upon any shareholder.

 

  13.

Definitions. The terms “interested person,” “vote of a majority of the outstanding voting securities” and “assignment” shall have the meanings set forth in the Act and the rules and regulations thereunder.

Dated May 11, 2021


Schedule A

Alger Capital Appreciation Fund

Alger International Focus Fund

Alger Mid Cap Focus Fund

Alger Mid Cap Growth Fund

Alger Weatherbie Specialized Growth Fund

Alger Small Cap Growth Fund

Alger Small Cap Focus Fund

Alger Health Sciences Fund

Alger Growth & Income Fund