THE ALGER FUNDS II
111 Fifth Avenue
New York, New York 10003
In accordance with Rule 477 promulgated under the Securities Act of 1933, The Alger Funds II (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission consent to the immediate withdrawal of its Post-Effective Amendment No. 43 to the Registration Statement on Form N-1A (Securities Act File No. 33-98102; Investment Company Act File No. 811-1743; Accession No. 000110 4659-10-063999 filed on December 22, 2010) (the “12/22/10 filing”) under Rule 485(a) under the Securities Act of 1933. The Registrant is requesting such withdrawal because the filing was filed again on December 23, 2010, with the proper EDGAR codes (Accession No. 000110 4659-10-064175). The Post-Effective Amendment No. 43 filed on December 23, 2010 should not be withdrawn.
If you have any questions or comments concerning this filing, please contact me at (212)806-8833.
| Very truly yours, |
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| By: | /s/ Lisa A. Moss |
| | Lisa A. Moss |