AMENDED & RESTATED SHAREHOLDER SERVICING AGREEMENT

Exhibit (h-21)

AMENDED & RESTATED SHAREHOLDER SERVICING AGREEMENT

▇▇▇▇ ▇▇▇▇▇ & Company, LLC

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Dear Sirs:

The Alger Institutional Funds (the “Fund”) confirms its agreement with ▇▇▇▇ ▇▇▇▇▇ & Company, LLC (“Alger LLC”) with respect to the servicing of Class I and Class R shareholder accounts (“Accounts”) in each applicable series of the Fund (the “Series”).

Section 1. COMPENSATION AND SERVICES TO BE RENDERED.

(a) The Fund will pay ▇▇▇▇▇ LLC an annual fee in compensation for its services in connection with the servicing of Accounts in each applicable Series. The annual fee paid to ▇▇▇▇▇ LLC under this Agreement will be calculated daily and paid monthly by the Fund at the annual rate of .25% of the Fund’s average daily net assets attributable to Class I shares and Class R shares of each applicable Series.

(b) The annual fee will be used by ▇▇▇▇▇ LLC to provide compensation for ongoing servicing and/or maintenance of Accounts in each Series and to cover an allocable portion of overhead and other ▇▇▇▇▇ LLC and selected dealer office expenses related to the servicing and/or maintenance of Accounts. Compensation will be paid by ▇▇▇▇▇ LLC to persons, including ▇▇▇▇▇ LLC employees, who respond to inquiries of Class I or Class R shareholders of a Series regarding their ownership of shares or their Accounts with the Series or who provide other similar services not otherwise required to be provided by the Series’ investment manager, transfer agent or other agent of the Fund or Series.

Section 2. APPROVAL OF TRUSTEES.

This Agreement will not take effect until approved by a majority vote of both (a) the full Board of Trustees of the Fund and (b) those Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of this Agreement (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Agreement.

Section 3. CONTINUANCE OF AGREEMENT.

This Agreement will continue in effect from year to year so long as its continuance is specifically approved annually by vote of the Fund’s Board of Trustees in the manner described in Section 2 above.

Section 4. TERMINATION.

(a) This Agreement may be terminated at any time with respect to any Series without the payment of penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities represented by Class I and Class R shares of the Series on not more than 60 days’ written notice to ▇▇▇▇▇ LLC.

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(b) This Agreement may be terminated at any time with respect to any share class of a Series without the payment of penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities represented by the applicable shares of the Series on not more than 60 days’ written notice to ▇▇▇▇▇ LLC.

(c) This Agreement will terminate automatically in the event of its assignment.

Section 5. SELECTION OF CERTAIN TRUSTEES.

While this Agreement is in effect, the selection and nomination of the Fund’s Trustees who are not interested persons of the Fund will be committed to the discretion of the Trustees then in office who are not interested persons of the Fund.

Section 6. AMENDMENTS.

No material amendment to the Agreement may be made unless approved by the Fund’s Board of Trustees in the manner described in Section 2 above.

Section 7. PRESERVATION OF MATERIALS.

The Fund will preserve copies of this Agreement for a period of not less than six years (the first two years in an easily accessible place) from the date of this Agreement.

Section 8. MEANING OF CERTAIN TERMS.

As used in this Agreement, the terms “interested person” and “majority of the outstanding voting securities” will be deemed to have the same meaning that those terms have under the Investment Company Act of 1940, as amended (the “Act”) and the rules and regulations thereunder, subject to any exemption that may be granted to the Fund under the Act by the Securities and Exchange Commission.

Section 9. FILING OF DECLARATION OF TRUST.

The Fund represents that a copy of its Amended and Restated Declaration of Trust dated as of September 13, 2012, as amended from time to time (the “Declaration of Trust”), is on file with the Secretary of the Commonwealth of Massachusetts and with the Boston City Clerk.

Section 10. LIMITATION OF LIABILITY.

The obligations of the Fund under the Agreement will not be binding upon any of the Trustees, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Fund, individually, but are binding only upon the assets and property of the Fund, as provided in the Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Fund, and signed by an authorized officer of the Fund, acting as such, and neither the authorization by the Trustees nor the execution and delivery by the officer will be deemed to have been made by any of them individually or to impose any liability on any of them personally, but will bind only the trust property of the Fund as provided in the Declaration of Trust. No Series of the Fund will be liable for any claims against any other Series.

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Section 11. DATES.

This Agreement has been executed by the Fund as of September 13, 2022 and will become effective immediately.

If the terms and conditions described above are in accordance with your understanding, kindly indicate your acceptance of this Agreement by signing and returning to us the enclosed copy of this Agreement.

 

 

Accepted:
▇▇▇▇ ▇▇▇▇▇ & COMPANY, LLC
By:		/s/ ▇▇▇▇ ▇▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇▇
Title:		SVP, General Counsel