ALGER FUND
497, 1995-10-10
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PROSPECTUS
- ---------- 

                           THE    75 Maiden Lane
                         ALGER    New York, New York 10038
                          FUND    (800)992-FUND (992-3863)

The Alger Fund offers  interests in six Portfolios.  Each Portfolio has distinct
investment  objectives and policies which are discussed  starting on page 4. The
six Portfolios are:

                         o Alger  Money  Market  Portfolio  
                         o Alger Small  Capitalization  Portfolio  
                         o Alger MidCap  Growth  Portfolio  
                         o Alger Growth Portfolio  
                         o Alger Balanced  Portfolio  
                         o Alger Capital Appreciation Portfolio (formerly
                           Alger Leveraged AllCap Portfolio)

    This Prospectus, which should be retained for future reference, contains
  important information that you should know before investing. A Statement of
Additional Information dated April 18, 1995 containing further information about
The Alger Fund has been filed with the Securities and Exchange Commission and is
incorporated by reference into this Prospectus. It is available at no charge by
        contacting The Alger Fund at the address or phone number above.


                                TABLE OF CONTENTS

                                                 Page
                                                -----
Portfolio Expenses.............................    ii
Financial Highlights...........................    iv
How to Buy Shares..............................     1
Special Investor Services......................     2
How to Sell Shares.............................     2
How to Exchange Shares.........................     3
Investment Objectives and Policies.............     4
Investment Practices...........................     6
Management of the Fund.........................     8
Net Asset Value................................    10
Contingent Deferred Sales Charge...............    10
Dividends and Taxes............................    11
Performance....................................    12

       SHARES OF THE ALGER MONEY MARKET PORTFOLIO ARE NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT THE ALGER MONEY
MARKET PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
 SHARE. SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
 ENDORSED BY ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
 DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY THE SECURITIES
   AND  EXCHANGE  COMMISSION OR ANY STATE  SECURITIES COMMISSION NOR HAS THE
 SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECUR- ITIES COMMISSION PASSED
  UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE

                                 APRIL 18, 1995

                       AS SUPPLEMENTED SEPTEMBER 18, 1995

<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Portfolio Expenses

   The Table  below is designed  to assist you in  understanding  the direct and
indirect costs and expenses that you will bear as a shareholder.  The Example on
the next page shows the amount of expenses you would pay on a $1,000  investment
in the  Portfolios.  These amounts assume the  reinvestment of all dividends and
distributions,  payment of any applicable  contingent  deferred sales charge and
payment by the  Portfolios  of  operating  expenses  as shown in the Table under
Annual Fund Operating  Expenses.  The Example is an illustration only and actual
expenses may be greater or less than those shown.

                                                       ALGER                        ALGER     SMALL       ALGER
                                                       MONEY     ALGER     ALGER    MIDCAP  CAPITALIZA-  CAPITAL
                                                      MARKET   BALANCED   GROWTH    GROWTH     TION    APPRECIATION
                                                     PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO   PORTFOLIO*
                                                     --------  --------  --------- --------- --------- ------------
<S>                                                    <C>        <C>      <C>       <C>        <C>        <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed
  on Purchases...................................      None       None     None      None       None       None

Maximum Sales Load Imposed on
  Reinvested Dividends...........................      None       None     None      None       None       None

Maximum Contingent Deferred
  Sales Charge (as a percentage of
  redemption proceeds)(a)........................      None       5.00%    5.00%     5.00%     5.00%      5.00%

Redemption Fees..................................      None       None     None      None       None       None

ANNUAL FUND OPERATING EXPENSES
  (AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fees (after expense
  reimbursements)(b).............................         0%       .75%     .75%      .80%      .85%      .85%

12b-1 Fees(c)....................................         0        .75      .75       .75       .75       .75

Other Expenses (after expense
  reimbursements)(b)(d)(e).......................       .27       1.68      .70      1.65       .58      3.93
                                                        ---      -----     ----      ----      ----  --------
Total Fund Expenses (b) (c) (d) (e)..............       .27%      3.18%    2.20%     3.20%     2.18%     5.53%
                                                        ===      =====     ====      ====      ====      ====


(a)  The amount of  the  contingent  deferred  sales charge will depend  on  the 
     number of years since the shareholder  made the purchase
     payment.  See "Contingent Deferred Sales Charge."
(b)  The investment manager is currently  voluntarily waiving its management fee
     with respect to the Alger Money Market Portfolio.  Absent this waiver,  the
     amount of Management  Fees and Total Fund Expenses  would be .50% and .77%,
     respectively, for the Alger Money Market Portfolio.
(c)  The Fund  reimburses  Alger Inc. for the expenses it incurs in distributing
     shares of each portfolio other than the Alger Money Market Portfolio at the
     maximum  annual rate of .75% of the  Portfolio's  average daily net assets.
     Such  reimbursement  includes  interest on the  unreimbursed  carryforward.
     Long-term  shareholders  paying  12b-1 fees  pursuant to the Fund's plan of
     distribution  may pay more  than the  economic  equivalent  of the  maximum
     front-end sales charges permitted by the rules of the National  Association
     of Securities Dealers, Inc.
(d)  Absent  reimbursements,  the  amounts  of Other  Expenses  and  Total  Fund
     Expenses  would be 1.72% and  3.27%,  respectively,  for the  Alger  MidCap
     Growth Portfolio.
(e)  Absent  reimbursements,  the  amounts  of Other  Expenses  and  Total  Fund
     Expenses  would be 4.78%  and  6.38%  for the  Alger  Capital  Appreciation
     Portfolio.  Included in Other  Expenses of the Alger  Capital  Appreciation
     Portfolio is 1.40% of interest expense.
 *   Prior to March 27, 1994, the Alger Capital Appreciation Portfolio was known
     as the Alger Leveraged AllCap Portfolio.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
                                       ii
<PAGE>



<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------
PORTFOLIO EXPENSES (CONTINUED)
                                                                                              ALGER
                                                      ALGER                         ALGER     SMALL      ALGER
                                                      MONEY     ALGER     ALGER    MIDCAP  CAPITALIZA-  CAPITAL
                                                     MARKET   BALANCED   GROWTH    GROWTH     TION   APPRECIATION
                                                    PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO  PORTFOLIO
                                                    --------  --------  --------- --------  --------  -----------
<S>                                                  <C>       <C>       <C>        <C>       <C>        <C> 
EXAMPLE
You would pay the  following  expenses on a 
  $1,000  investment,  assuming (1) 5% annual 
  return and (2) redemption at the end of each 
  time period:
One Year ........................................    $ 3       $ 82      $ 72       $ 82      $ 72       $105
Three Years......................................      9        128        99        129        98        195
Five Years.......................................     15        186       138        187       137        293
Ten Years........................................     34        348       253        350       251        539

You would  pay the  following  expenses  on the  
  same  investment,  assuming  no redemption:
One Year.........................................    $ 3       $ 32      $ 22       $ 32      $ 22       $ 55
Three Years......................................      9         98        69         99        68        165
Five Years.......................................     15        166       118        167       117        273
Ten Years........................................     34        348       253        350       251        539
</TABLE>
                                       iii
<PAGE>

                              FINANCIAL HIGHLIGHTS

The Financial  Highlights for the years ended October 31, 1990 through 1994 have
been audited by Arthur Andersen LLP, the Fund's independent public  accountants,
as  indicated in their  report  dated  December 9, 1994 on the Fund's  financial
statements as of October 31, 1994 which are included in the Fund's  Statement of
Additional  Information.  The Financial Highlights should be read in conjunction
with  the  Fund's   financial   statements  and  related  notes.  The  Financial
Highlights,  with the  exception  of the total return  information,  for the two
years ended October 31, 1989 and the period from November 11, 1986 (commencement
of  operations)  to October  31,  1987 have been  audited  by other  independent
accountants, who have expressed an unqualified opinion thereon. The Statement of
Additional Information may be obtained from the Fund without charge.

THE ALGER FUND
MONEY MARKET PORTFOLIO
Financial Highlights
<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

                                                                      YEAR ENDED OCTOBER 31,
                                         -------------------------------------------------------------------------------------
                                            1994       1993       1992       1991      1990      1989       1988     1987*
                                            ----       ----       ----       ----      ----      ----       ----     ----
<S>                                       <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>   
Net asset value, beginning of year.......  $1.0000    $1.0000    $1.0000    $1.0000   $1.0000   $1.0000   $1.0000   $1.0000
                                          --------   --------    -------    -------   -------   --------  --------  --------
Net investment income....................    .0374      .0304      .0424      .0671     .0844      .0927     .0732     .0541
Dividends from net investment income.....   (.0374)    (.0304)    (.0424)    (.0671)   (.0844)    (.0927)   (.0732)   (.0541)
                                           --------   --------    -------    -------   -------   --------  --------  -------- 
Net asset value, end of year.............   $1.0000    $1.0000   $1.0000    $1.0000   $1.0000    $1.0000   $1.0000   $1.0000
                                           ========   ========    =======    =======   =======   ========  ========  ========
Total Return   ......................        3.8%      3.1%        4.3%       6.9%      8.8%     9.7%(i)   7.6%(i)    5.6%(i)
                                           ========   ========    =======    =======   =======   ========  ========  ========
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)  $163,170   $126,567   $135,288   $160,898  $143,420   $69,581    $11,509    $4,247
                                           ========   ========   ========   ========  ========   =======   ========  ========
  Ratio of expenses to average net assets    .27%      .41%        .25%       .18%      .03%       --        --        .64%
                                           ========   ========    =======    =======   =======   ========  ========  ========
  Decrease reflected in above expense
    ratios due to expense reimbursements
    and management fee waivers...........     .50%       .50%      .60%       .63%      .84%       .93%      1.73%     1.88%
                                           ========   ========    =======    =======   =======   ========  ========
  Ratio of net investment income to
    average net assets...................    3.78%      3.04%     4.30%      6.76%     8.37%      9.45%      7.16%     5.82%
                                           ========   ========    =======    =======   =======   ========  ========

   *From November 11, 1986 (commencement of operations) through October 31, 1987.  Ratios have been annualized; total return has not
    been annualized.
 (i)Unaudited.
</TABLE>
                                       iv
<PAGE>

THE ALGER FUND
BALANCED PORTFOLIO
Financial Highlights
<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

                                                                                          
                                                                                         FROM JUNE 1, 1992  
                                                               YEAR ENDED OCTOBER 31,      (COMMENCEMENT
                                                               ----------------------      OF OPERATIONS)
                                                                   1994       1993     TO OCTOBER 31, 1992(I)
                                                                 ---------  ---------   ---------------------
<S>                                                              <C>        <C>               <C>    
Net asset value, beginning of year.........................      $11.18    $  9.95             $10.00
                                                                 --------   --------           --------
Net investment income (loss)...............................        (.05)      (.01)              (.12)
Net realized and unrealized gain (loss)
  on investments...........................................        (.39)      1.24                .07
                                                                 --------   --------           --------
Total from investment operations...........................        (.44)      1.23               (.05)
Distributions from net realized gains......................        (.09)         --                 --
                                                                 --------   --------           --------
Net asset value, end of year...............................      $10.65     $11.18            $  9.95
                                                                 ========   ========           ========
Total Return (ii)..........................................       (4.0%)     12.4%              (0.5%)
                                                                 ========   ========           ========
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)..................      $ 3,073    $ 3,125           $  1,370
                                                                 ========   ========           ========
  Ratio of expenses to average net assets..................        3.18%      3.82%              5.62%
                                                                 ========   ========           ========
  Decrease reflected in above expense ratios due
    to expense reimbursements..............................           --       .75%               .75%
                                                                 ========   ========           ========
  Ratio of net investment income (loss) to average
    net assets.............................................        (.41%)     (.97%)            (3.07%)
                                                                 ========   ========           ========
  Portfolio Turnover Rate..................................       84.88%    115.17%             17.07%
                                                                 ========   ========           ========

 (i)Ratios have been annualized; total return has not been annualized.
(ii)Does not reflect contingent deferred sales charge.
</TABLE>
                                       v
<PAGE>

THE ALGER FUND
GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>

                                                                             YEAR ENDED OCTOBER 31,
                                           -------------------------------------------------------------------------------------
                                             1994         1993      1992         1991      1990      1989       1988     1987*
                                            -----         ----      ----         ----      -----      ----      -----     ----
<S>                                            <C>           <C>       <C>       <C>        <C>         <C>        <C>       <C>

Net asset value, beginning of year.......  $22.29         $17.28    $17.30       $12.74    $13.27    $10.45      $9.70    $10.00
                                           -------      --------  --------      -------   -------   -------   --------  --------  
Net investment income (loss).............     (.21)(iii)    (.06)     (.18)(iii)   (.05)     (.07)     (.14)      (.11)     (.09)
Net realized and unrealized gains
  (loss) on investments..................     1.06          5.10      1.84         5.57      (.46)     2.96        .86      (.21)
                                           -------      --------  --------      -------   -------   -------   --------  --------  
Total from investment operations.........      .85          5.04      1.66         5.52      (.53)     2.82        .75      (.30)
Distributions from net realized gains....    (2.22)         (.03)    (1.68)        (.96)      --        --         --        --
                                           -------      --------  --------      -------   -------   -------   --------  --------  
Net asset value, end of year.............   $20.92        $22.29    $17.28       $17.30    $12.74    $13.27     $10.45     $9.70
                                           =======      ========  ========      =======   =======   =======   ========  ========   
Total Return (ii)........................     4.1%         29.2%      9.7%        45.8%     (4.0%)    27.0%(i)    7.7%(i)  (3.0%)(i)
                                           =======      ========  ========      =======   =======   =======   ========  ========   
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)  $76,390      $37,988    $19,379      $10,213    $5,667   $5,463     $5,294     $5,305
                                          ========     ========    =======      =======   =======   =======   ========  ========
  Ratio of expenses to average net assets   2.20%        2.20%      2.32%        2.70%      3.09%     3.32%     3.01%      3.00%
                                          ========     ========    =======      =======   =======   =======   ========  ========
  Decrease reflected in above expense
    ratios due to expense
    reimbursements.......................     --          --          --          --        --        --         .43%      .83%
                                          ========     ========    ========     =======   =======   =======   ========  ========
  Ratio of net investment income (loss)
    to average net assets................   (1.01%)     (1.16%)    (1.07%)       (1.06%)    (.68%)   (.70%)     (.99%)   (1.08%)
                                          ========     ========    ========     =======   =======   =======   ========  ========
  Portfolio Turnover Rate................  103.86%      108.54%     69.28%       76.06%    86.06%   106.73%    151.30%   135.50%
                                          ========     ========    ========     =======   =======   =======   ========  ========

   *From November 11, 1986 (commencement of operations) through October 31, 1987.  Ratios have been annualized; total return has not
    been annualized.
  (i)Unaudited.
 (ii)Does not reflect contingent deferred sales charge.
(iii)Amount was computed based on average shares outstanding during the period.
</TABLE>
  
                                       vi
<PAGE>


<TABLE>
<CAPTION>
THE ALGER FUND
MIDCAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

                                                                                          MAY 24, 1993
                                                                                          (COMMENCEMENT
                                                                      YEAR ENDED         OF OPERATIONS)
                                                                   OCTOBER 31, 1994  TO OCTOBER 31, 1993(I)
                                                                   ----------------   --------------------
<S>                                                                     <C>                  <C> 
Net asset value, beginning of period.............................       $12.48               $10.00
                                                                        --------             --------
Net investment (loss)............................................         (.11)                (.09)
Net realized and unrealized gain on investments..................          .68                 2.57
                                                                        --------             --------
  Total from investment operations...............................          .57                 2.48
Distribution from net realized gains.............................         (.28)                 --
                                                                        --------             --------
Net asset value, end of period...................................       $12.77               $12.48
                                                                        ========             ========
Total Return (ii)................................................         4.7%                24.8%
                                                                        ========             ========
Ratios and Supplemental Data:
  Net assets, end of period (000's omitted)......................       $ 18,516             $  3,836
                                                                        ========             ========
  Ratio of expenses to average net assets........................         3.20%                3.73%
                                                                        ========             ========
  Decrease reflected in above expense ratio due to expense
    reimbursements...............................................          .07%                0.80%
                                                                        ========             ========
  Ratio of net investment income (loss) to average net assets....        (2.32%)              (2.86%)
                                                                        ========             ========
  Portfolio Turnover Rate........................................        127.40%               57.64%
                                                                        ========             ========

 (i)Ratios have been annualized; total return has not been annualized.
(ii)Does not reflect contingent deferred sales charge.
</TABLE>
                                      vii
<PAGE>


THE ALGER FUND
SMALL CAPITALIZATION PORTFOLIO
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

                                                                            YEAR ENDED OCTOBER 31,
                                             --------------------------------------------------------------------------------------
                                                1994       1993      1992         1991       1990         1989      1988     1987*
                                                -----     -----      ----         ----       ----        ----      ----     -----


<S>                                               <C>       <C>       <C>            <C>       <C>          <C>       <C>       <C>
Net asset value, beginning of year .......     $25.95     $20.63     $20.91       $13.00     $17.73      $10.74     $9.00    $10.00
                                             --------   --------   --------      -------   --------      ------    ------   -------
Net investment income (loss) .............       (.26)      (.24)      (.33)(iii)   (.09)      (.18)(iii)  (.01)     (.21)     (.18)
Net realized and unrealized gains (loss)
  on investments .........................       (.07)      5.56       1.12         8.27       (.76)       7.00      1.95      (.82)
                                             --------   --------   --------      -------   --------     -------    ------   -------
Total from investment operations .........       (.33)      5.32        .79         8.18       (.94)       6.99      1.74     (1.00)
Distributions from net realized gains ....      (2.76)       --       (1.07)        (.27)     (3.79)        --        --       --
                                             --------   --------   --------      --------  --------     -------   -------   -------
Net asset value, end of year .............     $22.86     $25.95     $20.63        $20.91    $13.00      $17.73    $10.74     $9.00
                                             ========   ========   ========      ========  ========     =======   =======   =======
Total Return (ii) ........................      (1.1%)     25.8%       3.4%          63.7%    (7.1%)      65.1%(i)  19.3%(i)
                                             ========   ========   ========      ========  ========     =======   =======   =======
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)    $294,890   $300,108   $182,432       $61,273   $23,628     $11,990    $3,709    $3,190
                                             ========   ========   ========      ========  ========     =======   =======   =======
  Ratio of expenses to average net assets       2.18%      2.13%      2.17%         2.23%     2.66%      3.25%     3.01%     3.00%
                                             ========   ========   ========      ========  ========     =======   =======   =======
  Decrease reflected in above expense
  ratios due to expense reimbursements ...       --         --         --            --       --          --       1.33%     1.62%
                                             ========   ========   ========      ========  ========     =======   =======   =======
  Ratio of net investment income (loss) to
    average net assets ...................     (1.51%)    (1.52%)    (1.64%)       (1.37%)   (1.17%)     (1.92%)   (2.07%)  (2.02%)
                                             ========   ========   ========      ========  ========     =======   =======  ========
  Portfolio Turnover Rate ................    131.86%    148.49%    121.00%       171.04%   252.66%     441.42%   228.32%   267.55%
                                             ========   ========   ========      ========  ========     =======   =======  ========

   *From November 11, 1986 (commencement of operations) through October 31, 1987.  Ratios have been annualized; total return has not
    been annualized.
  (i)Unaudited.
 (ii)Does not reflect contingent deferred sales charge.
(iii)Amount was computed based on average shares outstanding during the period.
</TABLE>
                                      viii
<PAGE>


THE ALGER FUND
ALGER CAPITAL APPRECIATION PORTFOLIO (formerly Alger Leveraged AllCap Portfolio)
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
                                                                YEAR ENDED
                                                             OCTOBER 31, 1994
                                                             ----------------
                                                               
Net asset value, beginning of year ...........................   $  10.00
                                                                 --------
Net investment (loss) ........................................      (0.47)
Net realized and unrealized gain on investments ..............       1.58
                                                                 --------
  Total from investment operations ...........................       1.11
                                                                 --------
Net asset value, end of year .................................   $  11.11
                                                                 ========
Total Return (i) .............................................      11.1%
                                                                 ========
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted) ....................   $  2,369
                                                                 ========
  Ratio of expenses excluding interest to average net assets .      4.13%
                                                                 ========
  Ratio of expenses including interest to average net assets .      5.53%
                                                                 ========
  Decrease reflected in above expense ratios due to expense
      reimbursements .........................................      0.85%
                                                                 ========
  Ratio of net investment income (loss) to average net assets      (5.12%)
                                                                 ========
  Portfolio Turnover Rate ....................................     231.99%
                                                                 ========
  Debt outstanding at end of year ............................   $651,000
                                                                 ========
  Average amount of debt outstanding during the year .........   $406,864
                                                                 ========
  Average daily number of shares outstanding during the year .    191,676
                                                                 ========
  Average amount of debt per share during the year ...........   $   2.12
                                                                 ========

 (i)Does not reflect contingent deferred sales charge.

                                       ix
<PAGE>


                                HOW TO BUY SHARES

IN GENERAL

   You can buy  shares of The Alger Fund (the  "Fund")  in any of the  following
ways: through the Fund's transfer agent;  through a broker,  dealer or financial
institution  who has a sales  agreement with Fred Alger & Company,  Incorporated
("Alger Inc."), the Fund's distributor;  or automatically from your bank account
through an Automatic Investment Plan. THERE IS NO MINIMUM INVESTMENT REQUIREMENT
except  for  purchases  through  the  TELEPURCHASE  Privilege.  The  Fund or the
transfer agent may reject any purchase order.

PURCHASES THROUGH THE TRANSFER AGENT

   You can buy shares  through  Alger  Shareholder  Services,  Inc.,  the Fund's
transfer agent, by filling out the New Account Application and returning it with
a  check  drawn  on a U.S.  bank  to  Alger  Shareholder  Services,  Inc.  at 30
Montgomery Street, Box 2001, Jersey City, NJ 07302. You can also purchase shares
by wire transfer according to the instructions below.

   Purchases for the Alger Money Market  Portfolio  will be processed at the net
asset  value  calculated  after your order is  received  and  accepted.  If your
purchase  is made by wire and is  received  by 12:00  noon  Eastern  time,  your
account will be credited and begin earning  dividends on the day of receipt.  If
your wire  purchase  is  received  after  12:00 noon  Eastern  time,  it will be
credited and begin  earning  dividends  the next  business  day.  Exchanges  are
credited the day the request is received by mail or telephone, and begin earning
dividends the next business day. If your purchase is made by check, and received
by the close of  business  of the New York Stock  Exchange  (normally  4:00 p.m.
Eastern time), it will be credited and begin earning dividends the next business
day. You will be charged $10.00 for any check returned by your bank.

   Purchases  for the other  Portfolios  will be processed at the next net asset
value  calculated for each Portfolio  after your order is received and accepted.
If your purchase is made by check, wire or exchange and is received by the close
of business of the New York Stock Exchange  (normally  4:00 p.m.  Eastern time),
your  account  will be  credited  on the day of  receipt.  If your  purchase  is
received after such time, it will be credited the next business day. Third-party
checks will not be honored except in the case of employer  sponsored  retirement
plans.

WIRE TRANSFERS

   Investors  establishing  new accounts by wire transfer  should  forward their
completed  New Account  Applications  to the  Transfer  Agent,  stating that the
account  was  established  by wire  transfer  and the  date  and  amount  of the
transfer.  Further information  regarding wire transfers is available by calling
(800) 992-3863.

   The  following  information  should be  included  in wire  transfers  to Fund
accounts:

   1. Nat West NJ/CUST/021200339
   2. For Account 011313045 A/C Alger/NAME OF PORTFOLIO
   3. Security Code (see below)--Account Number (if new account indicate such)
   4. Name of Account
   5. Social Security or Taxpayer Indentification Number

   SECURITY CODES:
   07--Alger Money Market Portfolio
   11--Alger Small Capitalization Portfolio
   12--Alger Growth Portfolio
   14--Alger Balanced Portfolio
   15--Alger MidCap Growth Portfolio
   16--Alger Capital Appreciation Portfolio

   EXAMPLE:
                           Nat West NJ/CUST/021200339
                            For Account 011313045 A/C
                          Alger/Money Market Portfolio
                         07-123456789 or 07-New Account
                                 John & Jane Doe
                                   123-45-6789

PURCHASES THROUGH BROKERS

     You can buy shares of the Portfolios  through brokers who have signed sales
agreements  with Alger Inc. These brokers may purchase  shares of the Portfolios
on a five day  settlement  basis (three day  settlement  beginning in June 1995)
through the National Securities Clearing Corporation Fund/SERV system.

                                       1
<PAGE>

PURCHASES THROUGH PROCESSING ORGANIZATIONS

   You  can  buy  shares  through  a  "Processing  Organization",   which  is  a
broker-dealer, bank or other financial institution that purchases shares for its
customers.  Processing  Organizations  may impose  charges and  restrictions  in
addition  to or  different  from those  applicable  if you invest  with the Fund
directly.  Therefore,  you should read the materials  provided by the Processing
Organization   in  conjunction   with  this   Prospectus.   Certain   Processing
Organizations may receive  compensation from the Fund, Alger Inc., or any of its
affiliates.


                            SPECIAL INVESTOR SERVICES

TELEPURCHASE PRIVILEGE

   You can purchase Fund shares by telephone  (minimum $500, maximum $50,000) by
filling out the appropriate section of the New Account Application or sending an
Additional  Services Form to the transfer agent.  Your funds will be transferred
from your  designated  bank  account to your Fund  account  normally  within two
business days. To use this service,  your bank must be a member of the Automated
Clearing House.

AUTOMATIC INVESTMENT PLAN

     The Fund  offers an  Automatic  Investment  Plan which  permits you to make
regular  transfers  to your Fund  account  from your  bank  account  on the last
business  day of  every  month.  Your  bank  must be a member  of the  Automated
Clearing House.

AUTOMATIC EXCHANGE PLAN

   The Fund also offers an Automatic Exchange Plan which permits you to exchange
a specified  amount from your Alger Money Market  Portfolio  account into one or
all of the other Portfolios on or about the fifteenth day of the month.
   For more information on any of the services discussed above,  please call the
Fund toll-free at (800) 992-3863.

RETIREMENT PLANS

   Shares of the Portfolios  are available as an investment for your  retirement
plans,  including IRAs, Keogh Plans, corporate pension and profit-sharing plans,
Simplified Employee Pension IRAs, 401(k) Plans and 403(b) Plans. Please call the
Fund at (800)  992-3863  to receive  the  appropriate  documents  which  contain
important information and applications.


                               HOW TO SELL SHARES

   You can sell  (redeem)  some or all of your shares on any business  day. Your
shares will be sold at the next net asset value calculated after your redemption
request is received and accepted by the transfer  agent and your payment will be
made by check  within  seven days.  A  contingent  deferred  sales charge may be
charged on certain  redemptions.  See  "Contingent  Deferred  Sales  Charge" for
details.  Redemptions  may be  suspended  and  payments  delayed  under  certain
emergency circumstances as determined by the Securities and Exchange Commission.
The Fund's transfer agent will reject any redemption request made within 15 days
after  receipt of the purchase  check order  against  which such  redemption  is
requested.  You can sell your shares in any of the  following  ways: by mail, by
telephone, by check or through your broker.

SELLING SHARES BY MAIL

   You should send a letter of  instruction  to the transfer agent that includes
your name, account number, Portfolio name, the number of shares or dollar amount
and  where  you want the  money to be sent.  The  letter  must be  signed by all
authorized  signers  and,  if the  redemption  is for more than $5,000 or if the
proceeds  are to be sent to an  address  other than the  address of record,  the
signature  must be  guaranteed.  The  transfer  agent  will  accept a  signature
guarantee by the following financial  institutions:  a U.S. bank, trust company,
broker,  dealer,  municipal securities broker or dealer,  government  securities
broker  or  dealer,  credit  union  which is  authorized  to  provide  signature
guarantees,  national securities exchange,  registered securities association or
clearing agency.

                                       2
<PAGE>

SELLING SHARES BY TELEPHONE

   If you wish to use this service,  you should mark the  appropriate box on the
New Account  Application or send a written request with a guaranteed  signature.
To sell shares by  telephone,  please call (800)  992-3863.  If your  redemption
request is received  before  12:00 noon  Eastern time for the Alger Money Market
Portfolio,  your  redemption  proceeds  will be wired the same  day.  Redemption
requests for Portfolios other than the Alger Money Market Portfolio and requests
received  after 12:00 noon for the Alger Money Market  Portfolio will be paid on
the next  business  day. If your  proceeds  are less than  $2,500,  they will be
mailed to your address of record. If the proceeds are more than $2,500 they will
be mailed to your address of record or wired to your  designated  bank  account.
This service is not  available  within 90 days of changing  your address or bank
account of record.  Redemption  requests made before 12:00 noon Eastern time for
the Alger Money Market Portfolio will not receive a dividend for that day.

   The Fund, the transfer  agent and their  affiliates are not liable for acting
in good faith on telephone  instructions  relating to your  account,  so long as
they follow reasonable  procedures to determine that the telephone  instructions
are genuine.  Such  procedures  may include  recording the  telephone  calls and
requiring some form of personal  identification.  You should verify the accuracy
of  telephone  transactions   immediately  upon  receipt  of  your  confirmation
statement.

   You may use the  TELEREDEMPTION  Service to  transfer  funds  (minimum  $500,
maximum  $50,000)  between your Fund account and your  designated  bank account.
Your bank must be a member of the Automated Clearing House.  Redemption proceeds
will be  transferred  to your bank account,  generally  within two business days
after your  redemption  request is received.  Although the Fund is authorized to
charge a fee of $17.00 for each wire redemption, it does not currently intend to
do so. Shares held in any Alger retirement plan and shares issued in certificate
form are not eligible for this service.

SELLING SHARES BY CHECK (ALGER MONEY 
MARKET PORTFOLIO ONLY)

   You may redeem shares in your Alger Money Market Portfolio account by writing
a check for at least $500.  Dividends are earned until the check clears.  If you
mark the appropriate  box on the New Account  Application and sign the signature
card,  the Fund will send you redemption  checks.  There is no charge to you for
this service.

   Your  redemption may be reduced by any applicable  contingent  deferred sales
charge as described  below.  If your account is not adequate to cover the amount
of your check and any applicable  contingent  deferred  sales charge,  the check
will be returned marked  insufficient  funds. As a result,  checks should not be
used to close an account.

SYSTEMATIC WITHDRAWAL PLAN

   If your  account is $10,000 or more in any  Portfolio,  you can  establish  a
Systematic  Withdrawal  Plan to receive  payments  of at least $50 on a monthly,
quarterly or annual basis,  without  payment of the  contingent  deferred  sales
charge.  The maximum  monthly  withdrawal is one percent of the current  account
value in the Portfolio at the time you begin participation in the Plan.

REDEMPTION IN KIND

   Under unusual circumstances, shares of a Portfolio may be redeemed "in kind",
which means that the redemption  proceeds will be paid with securities which are
held by the Portfolio.  Please refer to the Statement of Additional  Information
for more details.

                             HOW TO EXCHANGE SHARES

   If you  want to  authorize  exchanges  by  telephone,  you  should  mark  the
appropriate box on the New Account  Application.  Shares of one Portfolio may be
exchanged  for shares of another  Portfolio  at net asset value per share at the
time of the  exchange.  No  contingent  deferred  sales  charge is  assessed  in

                                       3
<PAGE>

connection with exchanges. For tax purposes, an exchange of shares is treated as
a sale of the shares exchanged and, therefore, you may realize a taxable gain or
loss when you exchange  shares.  Shares exchanged prior to the close of business
of the New York Stock Exchange  (normally 4:00 p.m. Eastern time) from the Alger
Money Market  Portfolio to any other  Portfolio will receive  dividends from the
Alger Money Market  Portfolio for the day of the  exchange.  Shares of the Alger
Money Market  Portfolio  received in exchange for shares of any other  Portfolio
will earn dividends beginning on the next business day after the exchange.
   You may make up to six  exchanges  annually by telephone  or in writing.  The
Fund may charge a $5.00 transaction fee for each exchange,  although it does not
intend to do so at present.  You will be notified at least 60 days in advance if
the Fund decides to impose this fee. The Fund reserves the right to terminate or
modify the exchange privilege upon notice to shareholders.


                              INVESTMENT OBJECTIVES
                                  AND POLICIES

   The investment  objectives and restrictions  summarized below are fundamental
which  means  that they may not be changed  without  shareholder  approval.  All
investment policies and practices described elsewhere in this Prospectus are not
fundamental, so the Fund's Board of Trustees may change them without shareholder
approval.  There  is no  guarantee  that  any  Portfolio's  objectives  will  be
achieved.

   As a matter of fundamental policy, no Portfolio will: (1) with respect to 75%
of its total assets,  invest more than 5% of its total assets in any one issuer,
except for obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities  ("U.S. Government  securities");  (2) own more than 10% of
the outstanding voting securities of any company;  (3) invest more than 10% (15%
for the Alger  Capital  Appreciation  Portfolio) of its net assets in securities
that are not readily marketable and in repurchase  agreements with maturities of
more than seven days;  (4) invest  more than 25% of its total  assets in any one
industry,  except for U.S. Government  securities and, with respect to the Alger
Money Market Portfolio, bank and thrift obligations;  (5) borrow money or pledge
its  assets,  except  for  temporary  or  emergency  purposes,  in an amount not
exceeding  10% of its total assets;  except that the Alger Capital  Appreciation
Portfolio  may borrow for  investment  purposes.  The  Statement  of  Additional
Information  contains additional  investment  restrictions as well as additional
information on the Portfolios' investment practices.

     In order to permit sales of shares in certain  jurisdictions,  the Fund may
commit to policies more  restrictive  than those stated above,  and the Fund may
terminate any such commitment by discontinuing sales of shares in the applicable
jurisdiction.

ALGER MONEY MARKET PORTFOLIO

   The  investment  objective of the  Portfolio  is to earn high current  income
consistent  with  preservation  of principal and  maintenance of liquidity.  The
Portfolio may invest in "money market"  instruments  including,  certificates of
deposit,  time deposits and bankers'  acceptances;  U.S. Government  securities;
corporate bonds having less than 397 days remaining to maturity;  and commercial
paper, including variable rate master demand notes. The Portfolio may also enter
into repurchase  agreements,  reverse repurchase  agreements and firm commitment
agreements. The Statement of Additional Information contains more information on
these instruments.

   The  Portfolio  will invest at least 95% of its total  assets in money market
securities  which are rated within the highest  credit  category  assigned by at
least two  established  rating agencies (or one rating agency if the security is
rated by only one) and will only invest in money market  securities rated at the
time of purchase  within the two highest  credit  categories or, if not rated of
equivalent  investment  quality as  determined  by Fred Alger  Management,  Inc.
("Alger Management"),  the Fund's investment manager.  Alger Management subjects
all securities  eligible for investment to its own credit analysis and considers
all securities purchased by the Portfolio to present minimal credit risks.

                                       4
<PAGE>

   The Portfolio has a policy of  maintaining a stable net asset value of $1.00.
This policy has been maintained since its inception; however, the $1.00 price is
not  guaranteed  or insured,  nor is its yield fixed.  The  Portfolio  generally
purchases  securities which mature in 13 months or less. The average maturity of
the Portfolio will not be greater than 90 days. A discussion of rating  agencies
is included in the Appendix to the Statement of Additional Information.

ALGER BALANCED PORTFOLIO

   The  investment  objective of the  Portfolio is current  income and long-term
capital  appreciation.  The  Portfolio  intends  to  invest  based  on  combined
considerations of risk, income,  capital  appreciation and protection of capital
value.  Normally,  it will invest in common  stocks and  investment  grade fixed
income securities  (preferred stock and debt securities),  as well as securities
convertible into common stocks.  Except during temporary defensive periods,  the
Portfolio will maintain at least 25% of its net assets in fixed income  (senior)
securities.  With respect to debt securities,  the Portfolio will invest only in
instruments  which are rated in one of the four highest rating categories by any
established  rating  agency,  or if not  rated,  which are  determined  by Alger
Management to be of comparable quality to instruments so rated.

   The  Portfolio  may  invest  up to 35% of its total  assets  in money  market
instruments  and repurchase  agreements and in excess of that amount (up to 100%
of its assets) during temporary defensive periods.

ALGER GROWTH PORTFOLIO

   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of purchase
of the securities,  have total market  capitalization--present  market value per
share  multiplied  by the total number of shares  outstanding--of  $1 billion or
greater.  The  Portfolio  may  invest  up to 35% of its  total  assets in equity
securities  of  companies  that,  at the time of  purchase,  have  total  market
capitalization of less than $1 billion.

ALGER MIDCAP GROWTH PORTFOLIO

   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of purchase
of the  securities,  have total market  capitalization  between $750 million and
$3.5  billion.  The Portfolio may invest up to 35% of its total assets in equity
securities  of  companies  that,  at the time of  purchase,  have  total  market
capitalization of less than $750 million or more than $3.5 billion.  

ALGER SMALL CAPITALIZATION PORTFOLIO

   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its  total  assets  in  equity  securities  of  companies  that,  at the time of
purchase,  have  total  market  capitalization  of  less  than $1  billion.  The
Portfolio  may  invest up to 35% of its total  assets  in equity  securities  of
companies that, at the time of purchase,  have total market capitalization of $1
billion  or  greater  and in excess of that  amount  (up to 100% of its  assets)
during temporary defensive periods.

ALGER CAPITAL APPRECIATION PORTFOLIO

   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 85% of
its net assets in equity securities of companies of any size.
   The Portfolio may purchase put and call options and sell (write) covered call
and put options on  securities  and  securities  indexes to increase gain and to
hedge  against  the risk of  unfavorable  price  movements,  and may enter  into
futures  contracts  on  securities  indexes and  purchase  and sell call and put
options  on  these  futures  contracts.  The  Portfolio  may also  borrow  money
(leverage) for the purchase of additional  securities.  The Portfolio may borrow
only from banks and may not borrow in excess of one-third of the market value of
its total assets,  less liabilities  other than such borrowing.  These practices
are deemed to be speculative and may cause the Portfolio's net asset value to be

                                       5
<PAGE>

more  volatile  than the net asset value of a fund that does not engage in these
activities. See "Investment Practices."

IN GENERAL

   The Alger Small  Capitalization  Portfolio,  Alger MidCap  Growth  Portfolio,
Alger Growth Portfolio,  Alger Capital  Appreciation  Portfolio,  and the equity
portion  of  Alger  Balanced  Portfolio  seek to  achieve  their  objectives  by
investing  in  equity  securities,  such  as  common  or  preferred  stocks,  or
securities  convertible  into or exchangeable for equity  securities,  including
warrants and rights.  The Portfolios  will invest  primarily in companies  whose
securities  are traded on domestic  stock  exchanges or in the  over-the-counter
market.  These companies may still be in the  developmental  stage, may be older
companies  that  appear to be entering a new stage of growth  progress  owing to
factors such as management changes or development of new technology, products or
markets or may be  companies  providing  products or  services  with a high unit
volume growth rate. In order to afford the  Portfolios  the  flexibility to take
advantage  of  new  opportunities  for  investments  in  accordance  with  their
investment  objectives,  they may hold up to 15  percent  of their net assets in
money market instruments and repurchase  agreements and in excess of that amount
(up to 100% of their assets) during temporary defensive periods. This amount may
be  higher  than  that  maintained  by  other  funds  with  similar   investment
objectives.

   Investing in smaller,  newer  issuers  generally  involves  greater risk than
investing  in larger,  more  established  issuers.  Companies in which the Alger
Small  Capitalization  Portfolio  is likely to invest may have  limited  product
lines,  markets  or  financial  resources  and may lack  management  depth.  The
securities in such companies may have limited  marketability  and may be subject
to more abrupt or erratic  market  movements  than  securities  of larger,  more
established  companies  or the  market  averages  in  general.  Accordingly,  an
investment in the  Portfolio may not be  appropriate  for all  investors.  These
risks may also apply to  investments  in  developmental  stage  companies by the
Alger MidCap Growth Portfolio,  the Alger Growth Portfolio and the Alger Capital
Appreciation Portfolio.
                              INVESTMENT PRACTICES

   The Portfolios  may use the investment  strategies and invest in the types of
securities  described  below,  which may involve certain risks. The Statement of
Additional  Information contains more detailed information about these practices
and information about other investment practices of the Portfolios.

REPURCHASE AGREEMENTS

   In a  repurchase  agreement,  a  Portfolio  buys a security  at one price and
simultaneously  agrees  to sell it back at a  higher  price.  In the  event of a
bankruptcy  or  default  of the other  party to the  repurchase  agreement,  the
Portfolio  could  experience  costs and  delays in  liquidating  the  underlying
security,  which is held as collateral,  and the Portfolio might incur a loss if
the value of the  collateral  held  declines  during this  period.  

ILLIQUID AND RESTRICTED SECURITIES

   Under  the  policies  and  procedures  established  by the  Fund's  Board  of
Trustees,   Alger  Management   determines  the  liquidity  of  the  Portfolios'
investments.  Investments  may be  illiquid  because of the absence of an active
trading  market,  making it difficult to sell promptly at an  acceptable  price.
Each  Portfolio may purchase  securities  eligible for resale under Rule 144A of
the Securities Act of 1933. This rule permits otherwise restricted securities to
be sold to certain  institutional  buyers.  The Fund will limit its purchases of
these securities to those which Alger  Management,  under the supervision of the
Fund's Board of Trustees,  determines to be liquid. A restricted security is one
that  has a  contractual  restriction  on its  resale  or which  cannot  be sold
publicly until it is registered under the Securities Act of 1933.

LENDING OF PORTFOLIO SECURITIES

   In order to generate income and to offset  expenses,  each Portfolio may lend
portfolio  securities with a value up to 331/3% of the Portfolio's  total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
 
                                        6
<PAGE>

continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.

FOREIGN SECURITIES

   Each Portfolio  other than the Alger Money Market  Portfolio may invest up to
20% of its total  assets in  foreign  securities.  Investing  in  securities  of
foreign  companies and foreign  governments,  which generally are denominated in
foreign currencies,  may involve certain risk and opportunity considerations not
typically  associated  with investing in domestic  companies and could cause the
Portfolio  to be  affected  favorably  or  unfavorably  by changes  in  currency
exchange rates and revaluations of currencies.

     Each Portfolio may purchase American  Depositary  Receipts ("ADRs") or U.S.
dollar-denominated  securities  of foreign  issuers that are not included in the
20% foreign  securities  limitation.  ADRs are receipts  issued by U.S. banks or
trust  companies in respect of securities of foreign issuers held on deposit for
use  in  the  U.S.  securities  markets.  While  ADRs  may  not  necessarily  be
denominated  in the same  currency  as the  securities  into  which  they may be
converted,  many of the risks associated with foreign  securities may also apply
to ADRs.

LEVERAGE THROUGH BORROWING

   The Alger Capital Appreciation  Portfolio may borrow money from banks and use
it to purchase  additional  securities.  This  borrowing is known as leveraging.
Leverage  increases both  investment  opportunity  and  investment  risk. If the
investment gains on securities purchased with borrowed money exceed the interest
paid on the borrowing,  the net asset value of the Portfolio's  shares will rise
faster than would  otherwise be the case. On the other hand,  if the  investment
gains fail to cover the cost (including interest) of borrowings, or if there are
losses,  the net asset value of the Portfolio's shares will decrease faster than
would  otherwise be the case.  The Portfolio is required to maintain  continuous
asset coverage (that is, total assets  including  borrowings,  less  liabilities
exclusive of borrowings) of 300% of the amount borrowed.  If such asset coverage
should decline below 300% as a result of market  fluctuations  or other reasons,
the  Portfolio  may be required to sell some of its  portfolio  holdings  within
three days to reduce the debt and restore the 300% asset  coverage,  even though
it may be  disadvantageous  from an investment  standpoint to sell securities at
that time.

OPTIONS

   The Alger Capital  Appreciation  Portfolio may buy and sell (write)  exchange
listed options in order to obtain additional return or to hedge the value of its
portfolio.  The  Portfolio  may write covered call options only if the Portfolio
owns the  securities on which the call is written or owns  securities  which are
exchangeable or convertible  into such  securities.  Although the Portfolio will
generally  purchase or write only those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an  exchange  will  exist for any  particular  option.  The  Portfolio  will not
purchase options if, as a result, the aggregate cost of all outstanding  options
exceeds 10% of the  Portfolio's  total assets,  although no more than 5% will be
committed to transactions entered into for non-hedging  purposes.  The Portfolio
may purchase and sell put and call options on stock indexes in order to increase
its gross income or to hedge its portfolio against price fluctuations.

   The writing and purchase of options is a highly  specialized  activity  which
involves  investment  techniques and risks different from those  associated with
ordinary portfolio securities transactions. Additional discussion of these risks
and techniques is included in the Statement of Additional Information.


STOCK INDEX FUTURES AND OPTIONS ON
STOCK INDEX FUTURES

   The Alger  Capital  Appreciation  Portfolio may purchase and sell stock index
futures  contracts  and  options  on  stock  index  futures   contracts.   These
investments may be made only for hedging,  not  speculative,  purposes.  Hedging
transactions are made to reduce the risk of price fluctuations.

                                       7
<PAGE>

   There can be no assurance of the  Portfolio's  successful  use of stock index
futures as a hedging device.  If Alger  Management uses a hedging  instrument at
the wrong time or judges market conditions  incorrectly,  hedging strategies may
reduce the Portfolio's return. The Portfolio could also experience losses if the
prices of its futures and options  positions were not correlated  with its other
investments  or if it could not  close out a  position  because  of an  illiquid
market for the future or option. 

PORTFOLIO TURNOVER

   Portfolio changes will generally be made without regard to the length of time
a security  has been held or  whether a sale  would  result in a profit or loss.
Higher levels of portfolio activity generally result in higher transaction costs
and may  also  result  in  taxes on  realized  capital  gains to be borne by the
Portfolio's shareholders.

                             MANAGEMENT OF THE FUND
ORGANIZATION

   The Fund was  organized  on March 20,  1986 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Portfolios.

   Although the Fund is not required by law to hold annual shareholder meetings,
it may hold meetings from time to time on important  matters,  and  shareholders
have the right to call a meeting  to remove a Trustee  or to take  other  action
described in the Trust's Declaration of Trust. Shareholders of one Portfolio may
vote only on matters that affect that Portfolio. 

BOARD OF TRUSTEES

   The  Fund is  governed  by a Board  of  Trustees  which  is  responsible  for
protecting the interests of shareholders under  Massachusetts law. The Statement
of Additional  Information  contains general  background  information about each
Trustee and officer of the Fund.

INVESTMENT MANAGER

   Alger Management is the Fund's investment  manager and is responsible for the
overall  administration of the Fund,  subject to the supervision of the Board of
Trustees. Alger Management makes investment decisions for the Portfolios, places
orders to purchase and sell  securities on behalf of the  Portfolios and selects
broker-dealers  that, in its judgment,  provide prompt and reliable execution at
favorable prices and reasonable  commission  rates. It is anticipated that Alger
Inc.  will  serve as the Fund's  broker in  effecting  substantially  all of the
Portfolios'  transactions on securities exchanges and will retain commissions in
accordance with certain  regulations of the Securities and Exchange  Commission.
The Fund will  consider  sales of its  shares as a factor  in the  selection  of
broker-dealers to execute  over-the-counter  portfolio transactions,  subject to
the  requirements  of best price and execution.  In addition,  Alger  Management
employs   professional   securities   analysts  who  provide  research  services
exclusively to the  Portfolios and other accounts for which Alger  Management or
its affiliates serve as investment adviser or subadviser.


   Alger  Management has been in the business of providing  investment  advisory
services since 1964 and, as of December 31, 1994, had approximately $2.9 billion
under management, $1.4 billion in mutual fund accounts and $1.5 billion in other
advisory  accounts.  Alger  Management  is owned by Alger Inc.  which in turn is
owned by Alger Associates,  Inc., a financial services holding company.  Fred M.
Alger,  III and his brother,  David D. Alger,  are the majority  shareholders of
Alger  Associates,  Inc.  and may be  deemed to  control  that  company  and its
subsidiaries.  As of April 3, 1995,  those  persons  and  companies  may also be
deemed  to  control  the  Alger  Capital  Appreciation  Portfolio  and the Alger
Balanced Portfolio.


Portfolio Managers

   David D. Alger,  President of Alger Management,  is primarily responsible for
the day-to-day management of the Portfolios of the Fund. He has been employed by
Alger Management as Executive Vice President and Director of Research since 1971
and as President since 1995 and he serves as portfolio  manager for other mutual

                                       8
<PAGE>

funds and  investment  accounts  managed  by Alger  Management.  Steven R. Thumm
serves as co-manager of the Alger  Balanced  Portfolio.  He has been employed by
Alger  Management as a fixed income  analyst since 1991 and prior to that he was
employed by Marine Midland Bank as Assistant Vice President.  Also participating
in the  management of the Fund's  Portfolios are Ronald Tartaro and Seilai Khoo.
Mr. Tartaro has been employed by Alger  Management since 1990 and he serves as a
senior research  analyst.  Prior to 1990, he was a member of the technical staff
at AT&T Bell Laboratories.  Ms. Khoo has been employed by Alger Management since
1989 and she serves as a senior research analyst.

   Fund  personnel  ("Access  Persons")  are  permitted  to engage  in  personal
securities transactions subject to the restrictions and procedures of the Fund's
Code of Ethics.  Pursuant to the Code of Ethics,  Access Persons  generally must
preclear all personal  securities  transactions prior to trading and are subject
to certain  prohibitions on personal  trading.  You can get a copy of the Fund's
Code of Ethics by calling the Fund toll-free at (800) 992-3863.

FEES AND EXPENSES

   Each Portfolio pays Alger Management a management fee computed daily and paid
monthly  at annual  rates  based on a  percentage  of the value of the  relevant
Portfolio's   average  daily  net  assets,   as  follows:   Alger  Money  Market
Portfolio-.50%;   Alger  Small   Capitalization   Portfolio  and  Alger  Capital
Appreciation  Portfolio-.85%;  Alger MidCap Growth Portfolio-.80%;  Alger Growth
Portfolio and Alger Balanced  Portfolio-.75%.  The  management  fees paid by the
Alger Small  Capitalization  Portfolio,  the Alger MidCap Growth Portfolio,  the
Alger Growth  Portfolio,  the Alger  Balanced  Portfolio  and the Alger  Capital
Appreciation  Portfolio  are higher  than  those  paid by most other  investment
companies.

   Each Portfolio pays other expenses related to its daily  operations,  such as
custodian fees,  Trustees' fees, transfer agency fees, legal and auditing costs.
More information  about each  Portfolio's  investment  management  agreement and
other expenses paid by the Portfolios is included in the Statement of Additional
Information.

   The Statement of Additional Information contains information about the Fund's
brokerage policies and practices.

DISTRIBUTOR

     Alger Inc. serves as the Fund's distributor and also distributes the shares
of other mutual funds managed by Alger Management.

TRANSFER AGENT

   Alger Shareholder Services, Inc., an affiliate of Alger Management, serves as
transfer  agent  for  the  Fund.  Certain  record-keeping  services  that  would
otherwise be performed by Alger Shareholder  Services,  Inc. may be performed by
other entities  providing  similar services to their customers who invest in the
Portfolios. The Fund, Alger Shareholder Services, Inc., Alger Inc. or any of its
affiliates may elect to enter into a contract to pay them for such services.

DISTRIBUTION PLAN

   The Fund has adopted an Amended and Restated  Distribution  Plan (the "Plan")
under which each  Portfolio  other than the Alger  Money  Market  Portfolio  may
reimburse  Alger Inc.  for the  expenses  it incurs in  promoting  sales of that
Portfolio's  shares--at a maximum  annual rate of .75% of its average  daily net
assets.  This fee is known as an "asset-based sales charge" and allows investors
to buy shares  without a front end sales  charge  while  allowing  Alger Inc. to
compensate  dealers that sell shares of the  Portfolios.  Alger Inc.  pays sales
commissions of 4.00% of the amount invested to dealers from its own resources at
the time of sale. Alger Inc. retains the asset-based  sales charge to recoup the
sales  commissions  and other sales related  expenses its pays.  Any  contingent
deferred  sales  charges  received  by Alger Inc.  will  reduce the amount to be
reimbursed  under the Plan.  Any  excess  distribution  expenses  may be carried
forward, with interest, and reimbursed in future years.

                                       9
<PAGE>

SHAREHOLDER SERVICING AGREEMENT

     The Fund pays Alger Inc. a shareholder servicing fee of .25% of the average
daily net assets of each Portfolio  other than the Alger Money Market  Portfolio
for ongoing  service and  maintenance of shareholder  accounts.  Alger Inc. will
compensate dealers from this fee who provide personal service and maintenance of
customer accounts.

                                 NET ASSET VALUE

   The price of one share of a Portfolio is its "net asset value." The net asset
value is computed by adding the value of the Portfolio's  investments  plus cash
and other  assets,  deducting  liabilities  and then  dividing the result by the
number of its  shares  outstanding.  The net asset  value of each  Portfolio  is
calculated  on each day the New York Stock  Exchange  is open as of the close of
business  (normally  4:00 p.m.  Eastern  time) or,  for the Alger  Money  Market
Portfolio, as of 12:00 noon Eastern time.

                               CONTINGENT DEFERRED
                                  SALES CHARGE

   There is no initial sales charge on purchases of shares of any Portfolio, but
a contingent  deferred sales charge may be charged on certain  redemptions.  The
charge is imposed  on any  redemption  that  causes  the  current  value of your
account in any  Portfolio  other than the Alger Money  Market  Portfolio to fall
below the amount of purchase  payments  made during a six-year  holding  period.
There is no charge on redemptions of (i) shares that represent  appreciation  on
your original  investment,  or (ii) shares  purchased  through  reinvestment  of
dividends and capital gains. No charge is imposed on the redemption of shares of
the Alger Money Market  Portfolio,  except for redemption of shares  acquired in
exchange for shares of the other  Portfolios.  The amount of the charge is based
on the length of time shares are held, according to the following table:

                                       CONTINGENT
                                        DEFERRED
       YEARS SHARES WERE HELD            CHARGE
- -------------------------------------  ----------
Less than one........................      5%
One but less than two................      4%
Two but less than three..............      3%
Three but less than four.............      2%
Four but less than five..............      2%
Five but less than six...............      1%
Six and greater......................      0%

   For purposes of the charge,  it is assumed  that the shares of the  Portfolio
from  which the  redemption  is made are the shares of that  Portfolio  held the
longest and which result in the lowest charge.

Exchanges

   No contingent deferred sales charge is assessed in connection with exchanges.
Because  the  charge is  applied  on the  basis of the net  asset  value of your
account on a Portfolio by Portfolio rather than a Fund-wide basis, the amount of
the  charge  in  a  particular  instance  may  be  affected  by  the  choice  of
Portfolio(s)  for the redemption and whether there have been any exchanges among
those  Portfolios.   Consequently,  you  should  consider  the  advisability  of
exchanging  shares of one  Portfolio  for shares of another  Portfolio  prior to
redeeming  shares if the  exchange  would  reduce the charge  applicable  to the
redemption.

   Redemptions  of shares of each of the  Portfolios are deemed to be made first
from  amounts,  if any, to which the charge  does not apply.  Since no charge is
imposed on shares  purchased  and retained in the Alger Money Market  Portfolio,
you may wish to consider redeeming those shares, if any, before redeeming shares
of the other Portfolios. The exchange privilege may be modified or terminated at
any time upon notice to  shareholders.  Please see the  Statement of  Additional
Information  for  examples  of how  the  contingent  deferred  sales  charge  is
calculated when shares are exchanged.

                                       10
<PAGE>

WAIVERS OF THE CHARGE

   The contingent deferred sales charge is waived on Systematic  Withdrawal Plan
payments and on redemptions of shares in connection with certain post-retirement
withdrawals  from an IRA or other  retirement  plan or  following  the  death or
disability of a shareholder.  A shareholder who has redeemed may reinvest all or
part of the redemption proceeds within 30 days and receive a pro rata credit for
any charge imposed.  This privilege may be exercised only once by a shareholder.
Reinvestment will not alter any tax payable on the redemption and a loss may not
be allowed for tax purposes.

   In  addition,   no  contingent  deferred  sales  charge  is  imposed  on  (1)
redemptions by (i) employees of Alger Inc. and its affiliates,  (ii) IRAs, Keogh
Plans  and  employee  benefit  plans  for those  employees  and  (iii)  spouses,
children,  siblings  and  parents of those  employees  and trusts of which those
individuals  are  beneficiaries,  as long as orders  for the shares on behalf of
those  individuals  and trusts were placed by the employees;  (2) redemptions by
(i) accounts  managed by investment  advisory  affiliates of Alger Inc. that are
registered  under  the  Investment  Advisers  Act  of  1940,  as  amended,  (ii)
employees,  participants and beneficiaries of those accounts,  (iii) IRAs, Keogh
Plans  and  employee  benefit  plans  for  those  employees,   participants  and
beneficiaries   and  (iv)  spouses  and  minor  children  of  those   employees,
participants  and  beneficiaries as long as orders for the shares were placed by
the employees,  participants and beneficiaries;  (3) redemptions by directors or
trustees of any investment company for which Alger Inc. or any of its affiliates
serves as investment  adviser or  distributor;  (4)  redemptions  of shares held
through defined  contribution  plans;  (5) redemptions by an investment  company
registered  under the Act in connection  with the  combination of the investment
company  with  the  Fund  by  merger,  acquisition  of  assets  or by any  other
transaction;  (6) redemptions by registered  investment  advisers,  banks, trust
companies and other financial institutions  exercising  discretionary  authority
with respect to the money invested in Fund shares; (7) redemptions by registered
investment advisers for their own accounts;  (8) redemptions of shares purchased
by a  Processing  Organization,  as  shareholder  of  record,  on  behalf of (i)
investment  advisers or financial planners trading for their own accounts or the
accounts of their clients and who charge a  management,  consulting or other fee
for their  services;  and  clients  of such  investment  advisers  or  financial
planners trading for their own accounts if the accounts are linked to the master
account of such investment adviser or financial planner on the books and records
of the Processing  Organization,  and (ii) retirement and deferred  compensation
plans  and  trusts  used to fund  those  plans;  and (9)  redemptions  of shares
purchased by registered  representatives  of  broker-dealers  which have entered
into Selected Dealer  Agreements  with Alger Inc., and their spouses,  children,
siblings  and  parents.  Investors  purchasing  shares  subject  to  one  of the
foregoing  waivers are required to claim and substantiate  their eligibility for
the  waiver  at  the  time  of  purchase.  It  is  also  the  responsibility  of
shareholders  redeeming  shares subject to a waiver of the charge to assert this
status at the time of  redemption.  Information  regarding  these  procedures is
available by contacting the Fund at (800) 992-3863.


                               DIVIDENDS AND TAXES
DIVIDENDS

   Each  Portfolio  will be treated  separately  in  determining  the amounts of
dividends of  investment  income and  distributions  of capital gains payable to
holders  of its  shares.  Dividends  and  distributions  will  be  automatically
reinvested on the payment date in additional  shares of the Portfolio  that paid
the dividend or distribution  at net asset value,  unless you elected on the New
Account Application to have all dividends and distributions paid in cash. Shares
of the Portfolios  purchased through reinvestment of dividends and distributions
are not subject to the contingent deferred sales charge.  Dividends of the Alger
Money  Market  Portfolio  are  declared  daily and paid monthly and those of the
other  Portfolios  are  declared  and paid  annually.  Distributions  of any net
realized  short-term and long-term  capital gains earned by a Portfolio  usually
will be made annually  after the close of the fiscal year in which the gains are
earned.

                                       11
<PAGE>

TAXES
   Each  Portfolio  intends  to qualify  and elect to be treated  each year as a
"regulated  investment  company" for federal  income tax  purposes.  A regulated
investment company is not subject to regular income tax on any income or capital
gains distributed to its shareholders if it, among other things,  distributes at
least 90  percent  of its  investment  company  taxable  income  to them  within
applicable time periods. Each Portfolio is treated as a separate taxable entity,
with the result  that  taxable  dividends  and  distributions  from a  Portfolio
reflect only the income and gains, net of losses, of that Portfolio.

   For federal income tax purposes  dividends and distributions from a Portfolio
are taxable to you whether paid in cash or reinvested in additional  shares. You
may also be liable for tax on any gain realized upon the  redemption or exchange
of shares in the Portfolios.

   Shortly after the close of each calendar  year,  you will receive a statement
setting  forth the dollar  amounts of dividends  and any  distributions  for the
prior  calendar year and the tax status of the dividends and  distributions  for
federal  income tax purposes.  You should consult your tax adviser to assess the
federal,  state and local tax consequences of investing in each Portfolio.  This
discussion is not intended to address the tax consequences of an investment by a
nonresident alien.

                                   PERFORMANCE

   The  Portfolios   advertise   different  types  of  yield  and  total  return
performance.  All performance  figures are based on historical  earnings and are
not  intended to indicate  future  performance.  Further  information  about the
Fund's performance is contained in its Annual Report to Shareholders,  which may
be obtained without charge by contacting the Fund.

   The Alger Money Market  Portfolio may  advertise  its "yield" and  "effective
yield."  The  "yield"  of the  Portfolio  refers to the income  generated  by an
investment in the Portfolio over a particular  base period.  This income is then
"annualized."  That is, the amount of income generated by the investment  during
the period is assumed to be  generated  over a 52 week  period and is shown as a
percentage of the investment. The "effective yield" is calculated similarly but,
when annualized,  the income earned by an investment in the Portfolio is assumed
to be reinvested. The "effective yield" will be slightly higher than the "yield"
because of the compounding effect on this assumed reinvestment.

   Each of the Portfolios  other than the Alger Money Market  Portfolio may also
include  quotations  of their  "total  return" in  advertisements  or reports to
shareholders or prospective  investors.  Total return figures show the aggregate
or average  percentage  change in value of an investment in a Portfolio from the
beginning date of the measuring period to the end of the measuring period. These
figures reflect  changes in the price of the Portfolio's  shares and assume that
any income  dividends and/or capital gains  distributions  made by the Portfolio
during the period were  reinvested in shares of the  Portfolio.  Figures will be
given for recent 1, 5, and 10 year  periods,  and may be given for other periods
as well  (such  as from  commencement  of the  Portfolio's  operations,  or on a
year-by-year  basis) and may utilize  dollar cost  averaging.  The Portfolio may
also use "aggregate" total return figures for various periods,  representing the
cumulative  change in value of an  investment  in the Portfolio for the specific
period  (again  reflecting   changes  in  Portfolio  share  price  and  assuming
reinvestment  of dividends  and  distributions)  as well as "actual  annual" and
"annualized"  total return figures.  Total returns may be calculated either with
or  without  the effect of the  contingent  deferred  sales  charge to which the
Portfolio's shares are subject and may be shown by means of schedules, charts or
graphs,  and may indicate  subtotals of the various  components  of total return
(i.e., change in value of initial investment, income dividends and capital gains
distributions).  "Total  return" and "yield" for a Portfolio  will vary based on
changes in market conditions.  In addition, since the deduction of a Portfolio's
expenses is reflected in the total return and yield figures,  "total return" and
"yield" will also vary based on the level of the Portfolio's expenses.
   The Statement of Additional  Information further describes the method used to
determine the yields and total return figures. Current yield and/or total return
quotations may be obtained by contacting the Fund.

                                       12
<PAGE>

   No  person  has  been  authorized  to give  any  information  or to make  any
representations other than those contained in this Prospectus,  the Statement of
Additional  Information or the Fund's  official  sales  literature in connection
with the  offering  of the  Fund's  shares,  and if given  or made,  such  other
information or  representations  must not be relied on as having been authorized
by the Fund. This Prospectus does not constitute an offer in any state in which,
or to any person to whom, such offer may not be lawfully made.

- --------------------------------------------------------------------------------

INVESTMENT MANAGER:
Fred Alger Management, Inc.
75 Maiden Lane
New York, New York 10038

DISTRIBUTOR:
Fred Alger & Company, Incorporated
30 Montgomery Street
Jersey City, New Jersey 07302

TRANSFER AGENT:
Alger Shareholder Services, Inc.
30 Montgomery Street
Box 2001
Jersey City, New Jersey 07302

AUDITORS:
Arthur Andersen LLP
1345 Avenue of the Americas
New York, New York 10105

THE
ALGER
FUND

MEETING THE CHALLENGE OF INVESTING

                          ALGER MONEY MARKET PORTFOLIO
                            ALGER BALANCED PORTFOLIO
                             ALGER GROWTH PORTFOLIO
                          ALGER MIDCAP GROWTH PORTFOLIO
                      ALGER SMALL CAPITALIZATION PORTFOLIO
                      ALGER CAPITAL APPRECIATION PORTFOLIO

                           PROSPECTUS
PROSPECTUS
APRIL 18, 1995
AS SUPPLEMENTED
SEPTEMBER 18, 1995



AS195




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