THE ALGER FUND
ALGER GROWTH PORTFOLIO
Rule l8f-3
Multiple Class Plan, as Amended
The ALGER GROWTH PORTFOLIO (the "Portfolio") of THE ALGER FUND (the "Fund")
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 Fund has approved and
adopted this amended written plan (the "Plan") specifying the differences among
the classes of shares to be offered by the Portfolio, 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 Fund's registration statement.
I. ATTRIBUTES OF SHARE CLASSES
Each share of the Portfolio represents an equal PRO RATA interest in the
Portfolio 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) only the Class B and Class C
Shares are subject to distribution 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; and (g) Class B and certain Class
C Shares will automatically convert to Class A Shares after designated holding
periods.(1)
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(1) All three classes of shares are subject to the same non-Rule 12b-1
shareholder servicing fee.
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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 Fund.
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. DISTRIBUTION AND SERVICE FEES. Class A Shares are not subject to a Rule
12b-1 distribution fee. However, they are, like the Class B and Class C
Shares, subject to a shareholder servicing fee not to exceed .25% of the
average daily net assets of the Portfolio.
3. CLASS EXPENSES. No expenses are allocated particularly to Class A
Shares.
4. EXCHANGE PRIVILEGES AND CONVERSION FEATURES. Class A Shares are
exchangeable for Class A Shares of the other portfolios of the Fund and for
shares of the Money Market Portfolio of the Fund. 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 Fund. Shares of the Fund 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. DISTRIBUTION AND SERVICE FEES. Class B Shares are subject to a
distribution fee pursuant to a Rule 12b-1 Plan not to exceed .75% of the
average daily net assets of Class B and, like the Class A and Class C
Shares, to a shareholder servicing fee not to exceed .25% of the average
daily net assets of the Portfolio.
3. CLASS EXPENSES. No expenses other than the distribution fee are
allocated particularly to Class B Shares.
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4. EXCHANGE PRIVILEGES AND CONVERSION FEATURES. Class B Shares are
exchangeable for Class B Shares of the other portfolios of the Fund and for
shares of the Money Market Portfolio of the Fund. Class B Shares
automatically convert to Class A Shares eight years after purchase as set
forth in the 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 Fund.
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 on July 24, 2000 (or on such other date as the
appropriate post-effective amendment to the Fund'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. DISTRIBUTION AND SERVICE FEES. Class C Shares are subject to a
distribution fee pursuant to a Rule 12b-1 Plan not to exceed .75% of the
average daily net assets of Class C and, like the Class A and Class B
Shares, to a shareholder servicing fee not to exceed .25% of the average
daily net assets of the Portfolio.
3. CLASS EXPENSES. No expenses other than the distribution fee are
allocated particularly to Class C Shares.
4. EXCHANGE PRIVILEGES AND CONVERSION FEATURES. Class C Shares are
exchangeable for Class C Shares of the other portfolios of the Fund and for
shares of the Money Market Portfolio of the Fund. Class C Shares purchased
prior to July 24, 2000 (or to such other date as the appropriate
post-effective amendment to the Fund's registration statement on Form N-1A
becomes effective) automatically convert to Class A Shares twelve years
after purchase as set forth in the prospectus of the Fund.
D. ADDITIONAL CLASSES
In the future, the Portfolio may offer additional classes of shares which
differ from the classes discussed above. However, any additional classes of
shares must be
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approved by the Board, and the Plan must be amended to describe those classes.
II. APPROVAL OF MULTIPLE CLASS PLAN
The Board of the Fund, 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 the Portfolio 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 of the Fund has approved and
adopted this Plan, as amended, as of the date written below.
III. DIVIDENDS AND DISTRIBUTIONS
Because of the differences in fees paid under a Rule 12b-1 Plan, the
dividends payable to shareholders of Class A Shares will differ from the
dividends payable to shareholders of the other classes. Dividends paid to each
class of shares in the Portfolio 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 Portfolio
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 Portfolio.
Dated; May 9, 2000
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