EX-99.(N) 4 a13-27181_1ex99dn.htm EX-99.(N)

Exhibit 99.(n)

 

THE ALGER FUNDS

 

Rule l8f-3
Multiple Class Plan, as Amended

 

The Alger Funds (the “Trust”) has elected to rely on Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), in offering multiple classes of shares with differing distribution arrangements, voting rights and exchange and conversion features.

 

Pursuant to Rule 18f-3, the Board of Trustees of the Trust (the “Board”) has approved and adopted this amended written plan (the “Plan”) specifying the differences among the classes of shares to be offered by the Funds, including those, if any, pertaining to shareholder services, distribution arrangements, expense allocations, and conversion and exchange features. Prior to such offering, the Plan will be filed as an exhibit to the Funds’ respective registration statements.  Not all Funds may offer all the classes described in this Plan and, to the extent that a Fund does not, those provisions of the Plan are not applicable to that Fund.

 

I.             ATTRIBUTES OF SHARE CLASSES

 

Each share of a Fund represents an equal pro rata interest in the Fund and, except as set forth below, has identical voting rights, powers, qualifications, terms and conditions and, in proportion to each share’s net asset value, liquidation rights and preferences. The classes differ in that: (a) each class has a different class designation; (b) only the Class A Shares and, commencing on the date specified below, the Class C Shares are subject to a front-end sales charge (“FESC”); (c) only the Class B and Class C Shares are subject to contingent deferred sales charges (“CDSCs”), except that certain Class A Shares may also be subject to a CDSC; (d) Class A, Class B, Class C, and Class I Shares are subject to different distribution and shareholder servicing fees (“Rule 12b-1 fees”) under plans adopted pursuant to Rule l2b-1 under the 1940 Act (each a “Rule 12b-1 Plan”); (e) to the extent that one class alone is affected by a matter submitted to a vote of the shareholders, then only that class has voting power on the matter; (f) the exchange privileges of each class differ from those of the other; (g) Class B and certain Class C Shares will automatically convert to Class A Shares after designated holding periods; and (h) Class A, Class B, Class C, Class I, and Class Z Shares are subject to different transfer agency, sub-transfer agency, and shareholder administrative services fees pursuant to agreements approved by the Board..

 

A.            CLASS A SHARES

 

Class A Shares are sold to (1) retail and institutional customers and (2) persons entitled to exchange into Class A Shares under the exchange privileges of the Trust.

 

1.             Sales Loads. Class A Shares are sold subject to the current maximum FESC (with scheduled variations or eliminations of the sales charge, as permitted by the 1940 Act), except that certain Class A Shares for which the FESC has been eliminated may instead be subject to a CDSC.

 

2.             Rule 12b-1 Fees. Class A Shares are subject to a Rule 12b-1 fee pursuant to the Class A Shares’ Rule 12b-1 Plan, for distribution and shareholder servicing services, of 0.25% of the average daily net assets of Class A Shares.  Each Fund may pay the distributor, Fred Alger & Company, Incorporated (“Alger & Co.”), from the Rule 12b-1 fee, up to 0.25% of the value of the average daily net assets of its Class A Shares for ongoing servicing and/or maintenance of shareholder accounts.

 

3.             Class Expenses. No expenses are allocated particularly to Class A Shares other than (i) the Rule 12b-1 fee and (ii) expenses related to the provision of transfer agency, sub-transfer agency, and shareholder administrative services.

 

4.             Exchange Privileges and Conversion Features. Class A Shares are exchangeable for Class A Shares of the other Funds of the Trust, Class A Shares of Alger Global Growth Fund, Class A Shares of The Alger Funds II and Class A shares of The Alger Institutional Funds.  Additionally, the Board has authorized Fred Alger Management, Inc. to grant permission from time to time for omnibus accounts to

 


 

exchange Class A Shares for Class I Shares or Class Z Shares of the same Fund of the Trust, and for Class I Shares of The Alger Institutional Funds, and Class C Shares for Class A Shares of the same Fund of the Trust.  Class A Shares have no conversion features.

 

B.            CLASS B SHARES

 

Class B shares are sold to (1) retail and institutional customers and (2) persons entitled to exchange into Class B Shares under the exchange privileges of the Trust. Shares of the Trust outstanding on the date that multiple classes of shares were first made available have been redesignated Class B Shares.

 

1.             Sales Loads. Class B Shares are sold without the imposition of any FESC, but are subject to a CDSC (with scheduled variations or eliminations of the sales charge, as permitted by the 1940 Act).

 

2.             Rule 12b-1 Fees. Class B Shares are subject to a Rule 12b-1 fee pursuant to the Class B Shares’ Rule 12b-1 Plan, for distribution and shareholder servicing services, not to exceed 1.00% of the average daily net assets of Class B Shares.  Each Fund may pay Alger & Co., from the Rule 12b-1 fee, up to 0.25% of the value of the average daily net assets of its Class B Shares for ongoing servicing and/or maintenance of shareholder accounts.  Each Fund may pay Alger & Co., from the Rule 12b-1 fee, up to 0.75% of the value of the average daily net assets of its Class B Shares for distribution.

 

3.             Class Expenses. No expenses are allocated particularly to Class B Shares other than (i) the Rule 12b-1 fee and (ii) expenses related to the provision of transfer agency, sub-transfer agency, and shareholder administrative services.

 

4.             Exchange Privileges and Conversion Features. Class B Shares are exchangeable for Class B Shares of the other Funds of the Trust. Class B Shares automatically convert to Class A Shares eight years after purchase as set forth in the applicable prospectus of the Fund.

 

C.            CLASS C SHARES

 

Class C Shares are sold to (1) retail and institutional customers and (2) persons entitled to exchange into Class C Shares under the exchange privileges of the Trust.

 

1.             Sales Loads. Class C Shares are subject to a CDSC (with scheduled variations or eliminations of the sales charge, as permitted by the 1940 Act) and, commencing such date as the appropriate post-effective amendment to the Trust’s registration statement on Form N-lA becomes effective, will be sold subject to the current maximum FESC (with scheduled variations or eliminations of the sales charge, as permitted by the 1940 Act).

 

2.             Rule 12b-1 fees. Class C Shares are subject to a Rule 12b-1 fee pursuant to the Class C Shares’ Rule 12b-1 Plan, for distribution and shareholder servicing services, of 1.00% of the average daily net assets of Class C Shares.  Each Fund may pay Alger & Co., from the Rule 12b-1 fee, up to 0.25% of the value of the average daily net assets of its Class C Shares for ongoing servicing and/or maintenance of shareholder accounts.  Each Fund may pay Alger & Co., from the Rule 12b-1 fee, up to 0.75% of the value of the average daily net assets of its Class C Shares for distribution.

 

3.             Class Expenses. No expenses are allocated particularly to Class C Shares other than (i) the Rule 12b-1 fee and (ii) expenses related to the provision of transfer agency, sub-transfer agency, and shareholder administrative services.

 

4.             Exchange Privileges and Conversion Features. Class C Shares are exchangeable for Class C Shares of the other Funds of the Trust, Class C Shares of Alger Global Growth Fund, Class C Shares of The Alger Funds II and Class C Shares of The Alger Institutional Funds. Additionally, the Board has authorized Fred Alger Management, Inc. to grant permission from time to time for omnibus accounts to exchange Class C Shares for Class A Shares, Class I Shares, or Class Z Shares of the same Fund of the Trust, and for Class I Shares of The Alger Institutional Funds, Class C Shares purchased prior to such date as the appropriate post-effective amendment to the Trust’s

 


 

registration statement on Form N-1A becomes effective automatically convert to Class A Shares twelve years after purchase as set forth in the relevant prospectus of the Fund.

 

D.            CLASS I SHARES

 

Class I Shares are sold to institutional customers.

 

1.             Sales Loads. Class I Shares are not subject to an FESC or CDSC.

 

2.             Rule 12b-1 Fees. Class I Shares are subject to a Rule 12b-1 fee pursuant to the Class I Shares’ Rule 12b-1 Plan, for distribution and shareholder servicing services, of 0.25% of the average daily net assets of Class I Shares.  Each Fund pays Alger & Co., from the Rule 12b-1 fee, up to 0.25% of the value of the average daily net assets of its Class I Shares for ongoing servicing and/or maintenance of shareholder accounts.

 

3.             Class Expenses. No expenses are allocated particularly to Class I Shares other than (i) the Rule 12b-1 fee and (ii) expenses related to the provision of transfer agency, sub-transfer agency, and shareholder administrative services.

 

4.             Exchange Privileges and Conversion Features. Class I Shares are exchangeable for Class I Shares of the other Funds of the Trust, Class I Shares of The Alger Institutional Funds, Class I Shares of The Alger Funds. II, or Class I Shares of Alger Global Growth Fund.  Additionally, the Board has authorized Fred Alger Management, Inc. to grant permission from time to time for omnibus accounts to exchange Class A Shares or Class C Shares of the same Fund of the Trust for Class I Shares.  There are no conversion features associated with Class I Shares.

 

E.            CLASS Z SHARES

 

Class Z Shares are generally sold to institutional customers.

 

1.             Sales Loads. Class Z Shares are not subject to an FESC or CDSC.

 

2.             Rule 12b-1 fees. Class Z Shares are not subject to a Rule 12b-1 fee.

 

3.             Class Expenses. No expenses are allocated particularly to Class Z Shares other than expenses related to the provision of transfer agency, sub-transfer agency and shareholder administrative services.

 

4.             Exchange Privileges and Conversion Features. Class Z Shares are exchangeable for Class Z Shares of the Funds of the Trust, Class Z Shares of The Alger Funds II, Class Z Shares of Alger Global Growth Fund, and Class Z Shares of The Alger Institutional Funds.  Additionally, the Board has authorized Fred Alger Management, Inc. to grant permission from time to time for omnibus accounts to exchange Class A Shares or Class C Shares of the same Fund of the Trust for Class Z Shares.  Class Z Shares have no conversion features.

 

F.             ADDITIONAL CLASSES

 

In the future, each Fund may offer additional classes of shares which differ from the classes discussed above. However, any additional classes of shares must be approved by the Board, and the Plan must be amended to describe those classes.

 

II.            APPROVAL OF MULTIPLE CLASS PLAN

 

The Board, including a majority of the independent Trustees, must approve the Plan initially. In addition, the Board must approve any material changes to the classes and the Plan prior to their implementation. The Board must find that the Plan is in the best interests of each class individually and each Fund as a whole. In making its findings, the Board should focus on, among other things, the relationships among the classes and examine potential conflicts of interest among classes regarding the allocation of fees, services, waivers and reimbursements of expenses, and

 


 

voting rights. Most significantly, the Board should evaluate the level of services provided to each class and the cost of those services to ensure that the services are appropriate and that the costs thereof are reasonable. In accordance with the foregoing provisions of this section II, the Board has approved and adopted this Plan, as amended, as of the date written below.

 

III.          DIVIDENDS AND DISTRIBUTIONS

 

Because of the differences in fees described above, the dividends payable to shareholders of one class will differ from the dividends payable to shareholders of the other classes. Dividends paid to each class of shares in each Fund will, however, be declared and paid at the same time and, except for the differences in expenses listed above, will be determined in the same manner and paid in the same amounts per outstanding shares.

 

IV.          EXPENSE ALLOCATIONS

 

Income, realized and unrealized capital gains and losses, and Fund expenses not allocated to a particular class shall be allocated to each class on the basis of the net asset value of that class in relation to the net asset value of the Fund.

 

As revised:  December 18, 2013