ADV Form 344. Fred Alger Management, Inc. ADV Part II, Privacy and Proxy Policies As of 03/30/2010

Transcription

1 ADV Form 344 Fred Alger Management, Inc. ADV Part II, Privacy and Proxy Policies As of 03/30/2010

2 FORM ADV Part II - Page 1 Name of Investment Adviser: Fred Alger Management, Inc. Uniform Application for Investment Adviser Registration OMB APPROVAL OMB Number: Expires: February 28, 2011 Estimated average burden hours per response Address: (Number and Street) (City) (State) (Zip Code) Area Code Telephone Number 111 Fifth Avenue New York NY ( 212 ) This part of gives information about the investment adviser and its business for the use of clients. The information has not been approved or verified by any governmental authority. Item Number Item Table of Contents Page 1 2 Advisory Services and Fees Types of Clients Types of Investments Methods of Analysis, Sources of Information and Investment Strategies Education and Business Standards Education and Business Background Other Business Activities Other Financial Industry Activities or Affiliations Participation or Interest in Client Transactions Conditions for Managing Accounts Review of Accounts Investment or Brokerage Discretion Additional Compensation Balance Sheet Schedule F Continuation Sheet Balance Sheet, if required schedule G (Schedules A, B, C, D, and E are included with Part I of this Form, for the use of regulatory bodies, and are not distributed to clients.) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

3 FORM ADV SEC File Number: Date: /14/2008 Part II - Page 2 1. A. Advisory Services and Fees. (check the applicable boxes) For each type of service provided, state the approximate % of total advisory billings from that service. (See instruction below.) (1) Provides investment supervisory services % (2) Manages investment advisory accounts not involving investment supervisory services % (3) Furnishes investment advice through consultations not included in either service described above % (4) Issues periodicals about securities by subscription % (5) Issues special reports about securities not included in any service described above % (6) Issues, not as part of any service described above, any charts, graphs, formulas, or other devices which clients may use to evaluate securities (7) On more than an occasional basis, furnishes advice to clients on matters not involving securities (8) Provides a timing service (9) Furnishes advice about securities in any manner not described above (Percentages should be based on applicant's last fiscal year. If applicant has not completed its first fiscal year, provide estimates of advisory billings for that year and state that the percentages are estimates.) % % % % B. Does applicant call any of the services it checked above financial planning or some similar term? Yes No C. Applicant offers investment advisory services for: (check all that apply) (1) A percentage of assets under management (2) Hourly charges (3) Fixed fees (not including subscription fees) (4) Subscription fees (5) Commissions (6) Other D. For each checked box in A above, describe on Schedule F: the services provided, including the name of any publication or report issued by the adviser on a subscription basis or for a fee applicant's basic fee schedule, how fees are charged and whether its fees are negotiable when compensation is payable, and if compensation is payable before service is provided, how a client may get a refund or may terminate an investment advisory contract before its expiration date 2. Types of Clients Applicant generally provides investment advice to: (check those that apply) A. Individuals B. Banks or thrift institutions C. Investment companies E. Trusts, estates, or charitable organizations F. Corporations or business entities other than those listed above G. Other (describe on Schedule F) D. Pension and profit sharing plans all items.

4 FORM ADV Part II - Page /30/ Types of Investments. Applicant offers advice on the following: (check those that apply) A. Equity securities B. (1) (2) (3) exchange-listed securities securities traded over-the-counter foreign issuers Warrants H. United States government securities I. Options contracts on: (1) securities (2) commodities C. Corporate debt securities (other than commercial paper) J. Futures contracts on: D. Commercial paper (1) tangibles (2) intangibles E. Certificates of deposit F. G. Municipal securities Investment company securities: (1) (2) (3) variable life insurance variable annuities mutual fund shares K. L. Interests in partnerships investing in: (1) real estate (2) oil and gas interests (3) other (explain on Schedule F) Other (explain on Schedule F) 4. Methods of Analysis, Sources of Information, and Investment Strategies. A. Applicant's security analysis methods include: (check those that apply) (1) Charting (4) Cyclical (2) Fundamental (5) Other (explain on Schedule F) (3) Technical B. (1) (2) The main sources of information applicant uses include: (check those that apply) Financial newspapers and magazines (5) Inspections of corporate activities (6) Timing services Annual reports, prospectuses, filings with the Securities and Exchange Commission (3) Research materials prepared by others (7) Company press releases (4) Corporate rating services (8) Other (explain on Schedule F) C. The investment strategies used to implement any investment advice given to clients include: (check those that apply) (1) Long term purchases (securities held at least a year) (5) Margin transactions (2) Short term purchases (6) Option writing, including covered options, uncovered (securities sold within a year) options, or spreading strategies (7) (3) Other (explain on Schedule F) Trading (securities sold within 30 days) (4) Short sales all items.

5 FORM ADV Part II - Page /30/ Education and Business Standards. Are there any general standards of education or business experience that applicant requires of those involved in determining or giving investment advice to clients? (If yes, describe these standards on Schedule F.) Yes No Education and Business Background. For: each member of the investment committee or group that determines general investment advice to be given to clients, or if the applicant has no investment committee or group, each individual who determines general investment advice given to clients (if more than five, respond only for their supervisors) each principal executive officer of applicant or each person with similar status or performing similar functions. On Schedule F, give the: name year of birth Other Business Activities. (check those that apply) formal education after high school business background for the preceding five years A. B. C. Applicant is actively engaged in a business other than giving investment advice. Applicant sells products or services other than investment advice to clients. The principal business of applicant or its principal executive officers involves something other than providing investment advice. (For each checked box describe the other activities, including the time spent on them, on Schedule F.) 8. Other Financial Industry Activities or Affiliations. (check those that apply) A. B. C. Applicant is registered (or has an application pending) as a securities broker-dealer. Applicant is registered (or has an application pending) as a futures commission merchant, commodity pool operator or commodity trading adviser. Applicant has arrangements that are material to its advisory business or its clients with a related person who is a: (1) broker-dealer (7) accounting firm (2) investment company (8) law firm (3) other investment adviser (9) insurance company or agency (4) financial planning firm (10) pension consultant (5) commodity pool operator, commodity trading adviser or futures commission merchant (11) real estate broker or dealer (6) banking or thrift institution (12) entity that creates or packages limited partnerships (For each checked box in C, on Schedule F identify the related person and describe the relationship and the arrangements.) D. Is applicant or a related person a general partner in any partnership in which clients are solicited to invest? Yes No (If yes, describe on Schedule F the partnerships and what they invest in.) all items.

6 FORM ADV Part II - Page /30/ Participation or Interest in Client Transactions. Applicant or a related person: (check those that apply) A. As principal, buys securities for itself from or sells securities it owns to any client. B. As broker or agent effects securities transactions for compensation for any client. C. As broker or agent for any person other than a client effects transactions in which client securities are sold to or bought from a brokerage customer. D. Recommends to clients that they buy or sell securities or investment products in which the applicant or a related person has some financial interest. E. Buys or sells for itself securities that it also recommends to clients. (For each box checked, describe on Schedule F when the applicant or a related person engages in these transactions and what restrictions, internal procedures, or disclosures are used for conflicts of interest in those transactions.) Describe, on Schedule F, your code of ethics, and state that you will provide a copy of your code of ethics to any client or prospective client upon request. 10. Conditions for Managing Accounts. Does the applicant provide investment supervisory services, manage investment advisory accounts or hold itself out as providing financial planning or some similarly termed services and impose a minimum dollar value of assets or other conditions for starting or maintaining an account? (If yes, describe on Schedule F.) 11. Review of Accounts. If applicant provides investment supervisory services, manages investment advisory accounts, or holds itself out as providing financial planning or some similarly termed services: A. Describe below the reviews and reviewers of the accounts. For reviews, include their frequency, different levels, and triggering factors. For reviewers, include the number of reviewers, their titles and functions, instructions they receive from applicant on performing reviews, and number of accounts assigned each. Yes No See Schedule F B. Describe below the nature and frequency of regular reports to clients on their accounts. See Schedule F all items.

7 FORM ADV Part II - Page 6 Fred Alger Management, Inc /31/ Investment or Brokerage Discretion. A. Does applicant or any related person have authority to determine, without obtaining specific client consent, the: (1) securities to be bought or sold? Yes No (2) amount of the securities to be bought or sold? Yes No (3) broker or dealer to be used? Yes No (4) commission rates paid? Yes No B. Does applicant or a related person suggest brokers to clients? Yes No For each yes answer to A describe on Schedule F any limitations on the authority. For each yes to A(3), A(4) or B, describe on Schedule F the factors considered in selecting brokers and determining the reasonableness of their commissions. If the value of products, research and services given to the applicant or a related person is a factor, describe: the products, research and services whether clients may pay commissions higher than those obtainable from other brokers in return for those products and services whether research is used to service all of applicant's accounts or just those accounts paying for it; and 13. Additional Compensation. any procedures the applicant used during the last fiscal year to direct client transactions to a particular broker in return for products and research services received. Does the applicant or a related person have any arrangements, oral or in writing, where it: A. is paid cash by or receives some economic benefit (including commissions, equipment or non-research services) from a non-client in connection with giving advice to clients? Yes No B. directly or indirectly compensates any person for client referrals? Yes No (For each yes, describe the arrangements on Schedule F.) 14. Balance Sheet. Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant: has custody of client funds or securities (unless applicant is registered or registering only with the Securities and Exchange Commission); or requires prepayment of more than $500 in fees per client and 6 or more months in advance Has applicant provided a Schedule G balance sheet? Yes No all items. Copyright National Regulatory Services (Portions of Software Only )

8 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 1.D. FEES The Registrant renders investment advice to its clients including managed accounts, U.S. and foreign registered investment companies, and privately offered investment vehicles. The Registrant is generally compensated for its services based on a percentage of assets under management. The registrant maintains a minimum asset size of $10 million for the provision of separate account services. This minimum may be waived under certain circumstances, including, but not limited to, clients with multiple relationships with registrant, specialty asset class assignments, or in cases when a client is willing to pay the fee equivalent of the minimum asset size. The registrant may, in certain circumstances, charge a higher fee than it would have otherwise charged and provide clients with brokerage services through its affiliated broker-dealer at no commission charge. The Registrant's standard fee schedules for its various managed accounts is described below. The fee structures and amounts are negotiable, and clients may pay more or less in fees as agreed to between the Registrant and the client. Modifications to the standard fee schedule for a client are generally based on, among other things, the degree of investment management activity and supervision required, the size of the account, the length of the relationship, the nature of the discretionary service provided, the types of investment guidelines and restrictions imposed upon the management of the account and the level of client service required. Some existing clients may pay different (higher or lower) fees than those listed below and that are not available to new or other clients. Large Cap Equity 0.65% First $25 million 0.55% Next $25 million 0.45% Next $50 million 0.35% Over $100 million Mid Cap Equity 0.85% First $25 million 0.75% Next $25 million 0.65% Next $50 million 0.55% Over $100 million Small Cap Equity 1.00% First $25 million 0.85% Next $25 million 0.75% Next $50 million 0.70% Over $100 million Smid Cap Equity 0.90% First $25 million 0.80% Next $25 million 0.70% Next $50 million 0.60% Over $100 million PAGE 1

9 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 1.D. (cont'd) Capital Appreciation Equity (clients under $100 million in initial funding) 0.65% First $50 million 0.55% Next $50 million 0.45% Next $150 million 0.35% Over $250 million China Equity 1.20% First $25 million 0.90% Next $25 million 0.80% Over $50 million Health Sciences Equity 1.00% First $25 million 0.85% Next $25 million 0.75% Next $50 million 0.70% Over $100 million The separate account fee schedule set forth above does not apply to accounts of clients participating in certain programs sponsored by unaffiliated financial intermediaries, advisers or planners in which Registrant serves as an investment adviser. Registrant is a portfolio manager for a number of such programs ( wrap programs ) listed in Schedule D, Section 5.I(2) of Registrant s Part 1. In a typical wrap program, each client enters into an agreement with the sponsor of the wrap program, and each investment manager available in the program maintains a sub-advisory agreement with either the sponsor of the wrap program, or in the case of private-labeled wrap programs, the financial institution that created and/or services the program. In some cases, however, the Registrant provides only a model portfolio that the sponsor is free to implement directly on behalf of its client or modify in its discretion. Clients typically pay a single all-inclusive wrap fee to the wrap program sponsor which covers, among other things, advisory, brokerage execution and custodial services. In certain programs, the fees and services may be unbundled and Registrant may enter into an investment advisory agreement directly with the clients. Registrant s fees for portfolio management of wrap fee programs are asset based and generally range between.30% and.80% annually. The minimum account size will vary by program, but is typically between $100,000 - $300,000. In addition to the discretionary investment management services to clients in wrap programs, Registrant may provide various other services, including performance review, client servicing and reporting. Employees of the Registrant and its affiliates are permitted to establish separate investment advisory accounts with the Registrant that may be charged reduced or no management fees. Registrant acts as an investment adviser to a variety of pooled investment vehicles, including both U.S. and Non-U.S. (equivalent) registered investment companies. In PAGE 2

10 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 1.D. (cont'd) connection with its advisory services for such vehicles, Registrant or its affiliates may receive advisory, performance-based, administration, co-administration and/or distribution fees from the vehicles, from the participants in the vehicles and/or from other investment advisers for which Registrant acts as a sub-adviser. A portion of the fees received by Registrant, in the case of certain vehicles, may be paid to other sub-advisers. The fee and other contractual arrangements for each of these vehicles are described in the prospectus or other offering documents for each such vehicle and differ from the managed account fees described above. The Registrant or its affiliates from their own resources may compensate brokers, dealers, investment advisers or others ( financial intermediaries ) who are instrumental in effecting investments by their clients or customers in such pooled investment vehicles, in an amount up to 1% per annum of the value of those investments. The Registrant or its affiliates, at their own expense, make payments to other financial intermediaries that provide shareholder servicing, or transaction processing, with such payments structured as a percentage of gross sales, a percentage of net assets, and/or as a fixed dollar amount (the latter as a per account fee or as reimbursement for transactions processing and transmission charges). Payments under these other arrangements vary but generally will not exceed 0.50% annually of such pooled investment vehicle's assets or 0.50% annually from such pooled investment vehicle's sales attributable to that financial intermediary. The Registrant or its affiliates determine whether to make any additional cash payments and the amount of any such payments in response to requests from financial intermediaries, based on factors the Registrant or its affiliates deem relevant. Factors considered by the Registrant or its affiliates generally include, but are not limited to, the financial intermediary s reputation, ability to attract and retain assets for the pooled investment vehicle, expertise in distributing a particular class of shares of the pooled investment vehicle, entry into target markets, and/or quality of service. Subject to requirements of applicable law and the consent of each client, Registrant may invest its client assets in pooled investment vehicles managed by Registrant or its affiliates. In the event of investment of a client s assets in such pooled vehicles, other than money market vehicles, steps are generally taken to avoid the payment of duplicative fees to Registrant or its affiliates and such vehicles. Clients whose assets are invested in money market vehicles may pay fees to Registrant or its affiliates both through the vehicle and directly from their account. Registrant may provide asset allocation or other asset selection information to certain clients, including direct clients, clients participating in variable life and variable annuity programs offering investment company securities and other assets as investment options (including investment companies advised by Registrant or its affiliates), and sponsors and/or participants in pension and other employee benefit plans offering investment company securities and other assets as investment options (including investment companies advised by Registrant or its affiliates). For such services, Registrant may receive advisory fees directly from clients and may receive advisory, administration, coadministration and/or distribution fees from the investment companies into which client assets are invested. PAGE 3

11 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 1.D. (cont'd) Fees are generally payable monthly in arrears. Pursuant to the termination provisions of the advisory agreements, generally a relationship may be terminated upon written notification by either party upon 30 days written notice (60 days written notice in the case of investment company accounts). All clients, however, have the right to terminate the advisory agreement, for any reason, without penalty, within five business days of signing the advisory agreement. Registrant also advises a privately offered investment vehicle, for which it charges an advisory fee at the annual rate of 1.0% of each investor's account balance, and for which an affiliate of the Registrant receives a performance allocation at the annual rate of 20% of the net capital appreciation allocated to the investor's account. (Next Item is 2.G.) PAGE 4

12 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 2.G. TYPES OF CLIENTS Registrant's clients include various taxable and tax-exempt institutions, publicly and privately offered pooled investment vehicles, regulated investment companies, publicly offered pooled investment vehicles registered in jurisdictions other than the Unites States and individuals (either directly or through a tax exempt structure such as an IRA or through "wrap fee programs"). (Next Item is 3.L.) PAGE 5

13 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 3.L. OTHER INVESTMENTS From time to time, the Registrant may determine (generally at some time after acquisition) that certain assets or securities held in its privately offered investment vehicle either lack a readily assessable market value or should be held until the resolution of a special event or circumstance. The fair value (expected to be cost) of all special investments in the aggregate is not expected to comprise more than 15% of the privately offered investment vehicle's net assets. The Registrant may also, to a limited extent, invest on behalf of the privately offered investment vehicle, its clients or other pooled vehicles it advises in restricted securities and other investments that are illiquid. Restricted securities are securities that may not be sold to the public without an effective registration statement under the Securities Act of 1933 (the "Securities Act") or, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration under the Securities Act. Where registration is required to sell a security, the client may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the decision to sell and the time the client may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the client might obtain a less favorable price than the prevailing price when it decided to sell. Restricted securities for which no market exists and other illiquid investments are valued at fair value as determined in accordance with procedures approved and periodically reviewed by the Registrant, the manager of the privately offered investment vehicle and other relevant governing bodies for clients. From time to time, the Registrant may purchase for different clients (including funds) or accounts securities in multiple parts of the capital structure of the same issuer (e.g. common stock and debt securities). Owning different parts of the capital structure of the same issuer may present a conflict of interest for the Registrant, particularly in the event of a bankruptcy where the interests of holders of these different parts of the capital structure may not be aligned. The Registrant has adopted policies and procedures that (1) monitor for such situations; (2) prohibit active participation on so-called creditors committees in a bankruptcy context when the Registrant's clients owns multiple parts of the same capital structure without prior approval and (3) ensure that investment and voting discretion in such cases resides with different portfolio management employees at the Registrant. (Next Item is 4.A(5), 4.B(8), 4.C.(7)) PAGE 6

14 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 4.A.(5) 4.B.(8) 4.C.(7) METHODS OF ANALYSIS/SOURCES OF INFORMATION/INVESTMENT STRATEGIES INVESTMENT PROCESS Our investment process is based on independent, creative, bottom-up, fundamental research. We believe that our success is a result of our analyst-driven process that has been the hallmark of our research since our founding in Our analysts are sector experts who follow companies along the entire market capitalization spectrum of their sector. Their search for new investment ideas derives from multiple sources including, but not limited to: meetings with company management, industry seminars, and frequent discussions with customers, suppliers, and competitors of companies already followed. When an analyst initiates coverage of a company, he/she constructs a full financial model for the company, including: 1. Income statement, balance sheet and cash flow models; 2. Discounted cash flow analysis using risk-appropriate discount rates; 3. P/E ratio analysis vs. industry and historical ranges; 4. Scenario-based analysis: best, worst, and most likely case - each with price ranges and price targets. After construction of the financial model, the analyst assigns a rating using our proprietary Alger Rating System. The Alger Rating System evaluates companies based on the following four factors: 1. Revenue growth; 2. Earnings power; 3. Market dominance; 4. Balance sheet strength. Each of these four factors is assigned a score on a scale of 1-5 (1=worst; 5=best). This rating system provides the analyst with a checklist of key factors that must be considered in the analysis of each company. Another proprietary tool is the Alger Psych Line. The Psych Line enables our experienced analysts to "quantify the subjective". Every company contact or corporate announcement is rated a "+1" or "-1". A "+1" indicates a positive impression; a "-1" indicates a negative impression. This innovative tool allows us to systematically utilize subjective data in our company analysis. PAGE 7

15 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 4.A.(5) 4.B.(8) 4.C.(7) (cont'd) BUY DISCIPLINE At the buy stage of our process, the analyst presents an executive summary of his/her investment thesis to the portfolio managers. This presentation includes a summary stock analysis including the rationale for purchase, financial models and risk measurements, the Alger Rating, Alger Psych Line data and any other data that may be pertinent to our buy decision.after the thorough presentation, the portfolio manager and analyst then systematically discuss the investment thesis and underlying assumptions. The research analyst must convince the portfolio manager that: Their understanding of the investment thesis is thorough and consistent with the Alger Investment Philosophy The company is experiencing High Unit Volume Growth or undergoing Positive Dynamic Change They have very high conviction for the idea In addition, the analyst will be expected to consider this new idea relative to existing ideas within the portfolio and determine whether action should be recommended in existing positions within the sector as a result of adding this new position. If the portfolio manager determines the investment idea is appropriate for his/her portfolio, we then initiate a buy program. SELL DISCIPLINE A sell decision is made by the portfolio manager and/or a sell recommendation is made by the sector analyst when any one of the following three conditions exists: 1. A stock has reached its price target; 2. A more attractive opportunity is presented by an analyst; 3. A company's fundamentals have failed to meet its price targets and/or a reevaluation of the original rationale for purchase. RISK CONTROL MEASURES By strictly adhering to our disciplined and time-proven investment process, we are able to control and monitor portfolio risk by ensuring that all our portfolios are comprised of high quality growth stocks where our analysts hive a high degree of conviction. Our time tested investment philosophy and proprietary research capabilities allow Alger to perform a substantial amount of research. This research and knowledge enables us to mitigate risk by thoroughly understanding every stock in our portfolios. Through careful stock selection, diversification of holdings and our disciplined investment process, we are able to maintain the desired portfolio characteristics the portfolio manager expects while managing overall risk. PAGE 8

16 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 4.A.(5) 4.B.(8) 4.C.(7) (cont'd) Our portfolio managers and analysts constantly monitor all owned stocks. The portfolio manager monitors changes at the portfolio, industry and economic level and analysts focus on the specific companies. However, we are bottom-up stock selectors, and therefore the portfolio weighting in a particular industry or an economic sector is the result of individual stock selection. Alger has a Director of Quantitative Strategy and Risk Management who regularly analyzes the portfolios and considers a number of measures, including attribution analysis, to help the portfolio manager understand the risk parameters of their portfolio(s). (Next Item is 5.) PAGE 9

17 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 5. EDUCATION AND BUSINESS STANDARDS Registrant's Investment Professionals are generally Chartered Financial Analysts ("CFAs") or enroll in the CFA program upon employment. Individual(s) with other qualifications, (e.g., industry recognition or years of experience as an analyst or portfolio manager so that he/she is, in our opinion, sufficiently well versed in financial disciplines) are also accepted for employment. (Next Item is 6.) PAGE 10

18 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 6. The following individuals determine or approve what investment advice shall be rendered by the investment adviser: Gregory S. Adams, CFA - Portfolio Manager Date of Birth: 10/29/65 Education: The Wharton School, University of Pennsylvania, B.S. and B.A. (1987) Business background: Senior Vice President, Portfolio Manager and Director of Quantitative Research of the Registrant since May 2006; Director of Quantitative Research at Lord Abbett & Co. from August 2005 to February 2006; Managing Director and Portfolio Manager at Deutsche Asset Management from November 1999 to June * * * * * * * * * * * Dan C. Chung, CFA - Chairman, Chief Executive Officer, Chief Investment Officer Date of Birth: 08/18/62 Education: Stanford University, B.S. and B.A. (1984) Harvard Law School, J.D. (1987) New York University Law School, L.L.M. in Taxation (1993) Business background: Chairman and Chief Executive Officer of the Registrant since October 2006; President and Chief Investment Officer of the Registrant from October 2003 through October 2006; Portfolio Manager of the Registrant since * * * * * * * * * * * John A. Curry - Portfolio Manager Date of Birth: 08/04/68 Education: University of Rochester, B.A. (1990) Fordham University Graduate School of Business, M.B.A. (1997) Business background: Vice President and Portfolio Manager of the Registrant since December 2004; Vice President at Janney Montgomery Scott, LLC from September 2003 to December PAGE 11

19 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 6. (cont'd) David Farhadi, M.D. - Co-Portfolio Manager Date of Birth: 10/07/65 Education: The Wharton School, University of Pennsylvania, M.B.A. (2001) Tulane University School of Medicine, M.D. (1992) University of Rochester, B.A. (1987) Business background: Vice President, Senior Analyst and Co-Portfolio Manager of the Registrant since July 2008; Analyst and Portfolio Manager at Pequot Capital Management from September 2006 to December 2007; Analyst at Citadel Investment Group from April 2004 to March * * * * * * * * * * * Jill Greenwald, CFA - Portfolio Manager Date of Birth: 05/04/64 Education: New York University, M.B.A. (1993) Yale University, B. A. (1986) Business background: Executive Vice President of the Registrant since April 2008; Portfolio Manager of the Registrant since November * * * * * * * * * * * Patrick B. Kelly, CFA - Portfolio Manager Date of Birth: 03/17/75 Education: Georgetown University, B.S. (1997) Business background: Executive Vice President of the Registrant since April 2008; Portfolio Manager of the Registrant since September 2004; Senior Vice President of the Registrant from September 2004 to April 2008; Vice President and Senior Analyst of Registrant from September 2001 to September PAGE 12

20 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 6. (cont'd) Rosanne F. Ott - Portfolio Manager Date of Birth: 12/08/64 Education: United States Military Academy at West Point, B.S. (1988) Business background: Senior Vice President of the Registrant since April 2008; Portfolio Manager of the Registrant since October 2005; Senior Analyst of the Registrant since April 2002; Vice President of the Registrant from April 2002 to April * * * * * * * * * * * Andrew J. Silverberg - Portfolio Manager Date of Birth: 09/03/77 Education: The Wolfe Honors Institute, Brooklyn College, B.S. (1999) Business background: Senior Vice President and Portfolio Manager of the Registrant since January 2007; Senior Analyst of the Registrant since December 2004; Vice President of Registrant from December 2004 to January 2007, Assistant Portfolio Manager of Registrant from September 2003 to January 2007; Analyst of Registrant from October 2001 to December * * * * * * * * * * * Christopher R. Walsh, CFA - Portfolio Manager Date of Birth: 10/17/74 Education: University of Vermont, B.S. (1997) Business background: Senior Vice President of the Registrant since April 2008; Portfolio Manager of the Registrant since October 2006; Senior Analyst of the Registrant since September 2003; Vice President of the Registrant from September 2003 to April (Next Item is 8.C(1)) PAGE 13

21 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 8.C.(1) OTHER FINANCIAL ACTIVITIES The Registrant is an affilliate of Fred Alger & Company, Incorporated, a registered broker/dealer. In accordance with applicable law, Registrant places orders for the purchase or sale of securities for its clients through Fred Alger & Company, Incorporated. (See answer to Item 12.) 8.C.(2) The Registrant is the investment adviser to The Alger Funds, The Alger Funds II, The Alger Portfolios, The Alger Institutional Funds, and Alger China-U.S. Growth Fund, all of which are registered investment companies. The Registrant also serves as a sub-adviser to other thirdparty registered investment companies. From time to time the Registrant, affiliates and/or employees of the Registrant may own significant stakes in any of these investment companies. 8.C.(3) The Registrant is affiliated with Fred Alger International Advisory, S.A., an investment adviser domiciled in the Grand Duchy of Luxembourg. (Next Item is 9.A.B.D.E) PAGE 14

22 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 9.A.B.D.E. PARTICIPATION IN CLIENT TRANSACTIONS The Registrant does not effect securities transactions for its clients. However, it directs equity trades to its affiliate, Fred Alger & Company, Incorporated, a registered broker/dealer. This use may create conflicts of interest due to the potential conflicting loyalties between the affiliate and Registrant's clients. In selecting its affiliate, Registrant will use the same criteria as it uses to select any other broker or dealer, including a fiduciary obligation, to the extent applicable, to seek best execution. Further, when engaging in such transactions, Registrant will seek to comply, as applicable, with the Investment Advisers Act of 1940, as amended (the "Advisers Act"); the Investment Company Act of 1940, as amended (the "Investment Company Act"); the Employee Retirement Income Security Act of 1974 ("ERISA") and/or other applicable rules or regulations. The commission rates charged to clients by brokers (including affiliated brokers) are negotiated and, therefore, different rates may be charged depending on the service or package of services provided to the client. See also response to Item 12. Registrant may recommend to clients the purchase or sale of securities in which one or more of its related persons or affiliates has a financial interest or position. For example, Registrant and/or its related persons or affiliates may hold investments in certain investment companies or other publicly or privately offered pooled investment vehicles for which Registrant acts as an investment adviser. Registrant might recommend that its advisory clients purchase shares of investment companies or other pooled vehicles which Registrant s related persons advise and from which Registrant and/or its related persons receive advisory, administration and/or distribution fees. In the event of investment of client assets in any such investment company, steps are generally taken to avoid the payment of duplicative fees to the Registrant and its related persons. Clients whose assets are invested in money market funds may pay fees to Registrant and its related persons both through the investment company and directly from their account. The Registrant may, from time to time, temporarily invest excess cash of certain of its clients in The Alger Fund - Alger Money Market Fund, a money market fund for which the Registrant serves as investment adviser. Clients whose assets are invested in money market vehicles may pay fees to Registrant or its affiliates both through the vehicle and directly from their account. The Registrant or its affiliates may purchase or sell for their own accounts equity securities which the Registrant recommends to its clients. The Registrant or its employees may, provide seed capital to, or own significant shares of, any of the registered investment companies, or other publicly or privately offered pooled investment vehicles that it advises. These investments may be for the purposes of establishing a track record for a new vehicle or for hedging purposes. Such "funding" may also occur in a "separate account" maintained in the name of the Registrant. As such, its is possible for securities held, purchased and/or sold in client accounts to be similarly held in the Registrant's "separate account". In both PAGE 15

23 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 9.A.B.D.E. (cont'd) circumstances, the interest of the Registrant may vary from 0% to 100% of the total contributed capital in the fund or account, and such vehicles could be considered proprietary accounts. Registrant generally takes the view, however, that these types of accounts are client accounts and seeks to treat them in a similar manner to client accounts. The Registrant may purchase or sell mutual funds, commercial paper or fixed-income securities that it recommends to its clients. The Registrant, its parent, and each registered investment company for which the Registrant serves as investment adviser or sub-adviser (each, a "Fund") have each adopted a Code of Ethics which establishes rules of conduct that govern personal investment activities of all employees. A copy of this Code is available upon request. Among other things, the Code includes the following restrictions on personal investing: a. Access Persons (all employees) may not acquire any securities in an initial public offering and Investment personnel (portfolio managers, research analysts and traders) must obtain prior approval of any acquisition of securities in a private placement. b. Access persons (all employees) may not execute a securities transaction when any Fund has a pending buy or sell order in that security, until the order is executed or withdrawn subject to certain limited exceptions. c. A portfolio manager or analyst may not buy or sell a security within 7 calendar days before and after a Fund that he or she manages trades in that security. In addition, all Access Persons must obtain prior approval of their personal securities transactions from the Registrant's Chief Compliance Officer or designee and shall direct their brokers to send duplicate copies of all confirmations and statements for accounts in which they have a beneficial interest to the Registrant's Chief Compliance Officer. Registrant's employees are subject to the Registrants Policies and Procedures to Detect and Prevent Insider Trading which, together with the Code of Ethics, is designed to prevent misuse of material non-public information. If an employee is aware that a "buy" or "sell" recommendation is being considered for client accounts, the employee is prohibited from any activity in such security until the report is released and/or the accounts have completed their intention to trade. (Next Item is 10.) PAGE 16

24 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 10. CONDITIONS FOR MANAGING ACCOUNTS Registrant provides investment advisory services and may impose minimum account sizes (or fee equivalents) for starting new client accounts depending upon a number of factors including the type of client, type of mandate, and/or pre-existing relationship with Registrant. Such minimum account sizes may be increased or decreased depending upon the specific circumstances of an individual client. Registrant will not enter into an investment advisory relationship with any prospective client whose investment objectives may be considered incompatible with Registrant s investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. (Next Item is 11.A.) PAGE 17

25 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 11.A. Registrant endeavors to see that accounts are reviewed by a Portfolio Manager periodically. Complete accounting and performance reports are generated for each client on a monthly basis. 11.B. On a monthly basis, all clients receive a report containing a portfolio listing showing cost and market value of all securities in the account, a detailed listing of all transactions in the account for the period and a listing of all realized gains and losses. In addition to the above reports, clients receive, on a quarterly basis, a listing of dividends and interest received by the account, a listing of all security purchases and a listing of all security sales. Institutional clients also receive historical performance reports on a quarterly basis. In conformity with Section 11(a) of the Securities Exchange Act of 1934, and Rule 11a2-2(T) thereunder and Prohibited Transaction Exemption 87-3 under ERISA, reports are regularly furnished to clients regarding securities transactions with certain affiliated broker-dealers of Registrant and broker-dealers having a correspondent relationship with affiliates. Special reports are furnished to the Board of Trustees of registered investment companies managed by Registrant as required by the Investment Company Act. In addition, special reports may be developed to meet specific client requirements or respond to client inquires. PRIVACY POLICY Registrant is committed to maintaining the confidentiality of the personal nonpublic information ( personal information ) entrusted to us by our customers. The type of personal information we collect and use varies depending on the Registrant products or services you select. We collect personal information that enables us to serve your financial needs, develop and offer new products and services, and fulfill legal and regulatory requirements. Depending on the products or services you request, we obtain personal information about you from the following sources: Information, such as your name, address and social security number, provided on applications and other forms we receive from you or your representative; Information from your communications with Registrant's employees or from your representative, which may be provided to us by telephone, in writing or through Internet transactions; and Information about your transactions, such as the purchase and redemption of fund shares, account balances and parties to the transactions, which we receive from our affiliates or other third parties. PAGE 18

26 (Do not use this Schedule as a continuation sheet for Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of : IRS Empl. Ident. No.: 11.B. (cont'd) We may share your personal information with our affiliates so that they may process and service your transactions. However, Registrant never sells customer lists to any third party. Further, we do not disclose personal information to nonaffiliated third parties, except as required by law or as permitted by law to service your account, such as follows: To third-party service providers that assist us in servicing your accounts (e.g. securities clearinghouses); To governmental agencies and law enforcement officials (e.g. valid subpoenas, court orders); and To financial institutions that perform marketing services on our behalf or with whom we have joint marketing agreements that provide for the confidentiality of personal information. We protect your personal information by maintaining physical, electronic and procedural safeguards. When you visit Registrant's Internet sites your information is protected by our systems that utilize 128-bit data encryption, Secure Socket Layer (SSL) protocol, taxpayer identification number (TIN), personal identification number (PIN) and other precautions. We have implemented safeguards to ensure that access to customer information is limited to employees, such as customer service representatives, who require such information to carry out their job responsibilities. Our employees are aware of their strict responsibility to respect the confidentiality of your personal information. (Next Item is 12.A(1)-(4) and 12.B) PAGE 19