The| 30 Montgomery Street
Alger| Meeting the challenge of investing Jersey City, New Jersey 07302
Fund| (201) 547-3600
(800) 992-3863
December 27, 1995
Securities and Exchange Commission
450 Fifth St., N.W.
Washington, DC 20549
RE: FORM 24F-2 FOR THE ALGER FUND
SECURITIES ACT FILE NO. 33-4959
Dear Sir or Madam:
On behalf of The Alger Fund (the "Fund") we hereby transmit for filing
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940, as
amended, Form 24F-2 for the Fund's fiscal year ended October 31, 1995 and
the opinion of counsel specified in paragraph (b)(1) of the Rule.
The required fee has been wired to the SEC account at Mellon Bank.
Very truly yours,
Nanci K. Staple
Secretary
NKS/bd
Enclosure
<PAGE>
[letterhead of Sullivan & Worcester]
Boston
December 22, 1995
The Trustees of The Alger Fund
75 Maiden Lane
New York, New York 10038
Re: The Alger Fund: Notice Pursuant to Rule 24f-2
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts
law in connection with the Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Notice"), for the fiscal year ended
October 31, 1995, being filed by The Alger Fund, a trust with transferable
shares (the "Trust"), established under Massachusetts law pursuant to a
Declaration of Trust dated March 20, 1986, as amended by amendments filed
October 17, 1986 (4 separate amendments), March 24, 1992, February 25, 1993 (2
separate amendments), August 18, 1993, March 30, 1995 and May 26, 1995 (as so
amended, the "Declaration").
We acted as counsel to the Trust in connection with the execution and
delivery of the Declaration, and for purposes of this opinion we have reviewed
the actions taken by the Trustees of the Trust to organize the Trust and to
authorize the issuance and sale of shares of beneficial interest, one mil
($.001) par value, of the several series authorized by the Declaration (the
"Shares"). In this connection, we have participated in the drafting of, and are
familiar with, the Declaration and the Bylaws of the Trust, the Notice, the
forms of the Prospectus and the Statement of Additional Information presently
included in the Trust's Registration Statement on Form N-1A, certificates of
public officials and of Trustees and officers of the Trust as to matters of
fact, and such other documents and instruments, certified or otherwise
identified to our satisfaction, and such questions of law and fact, as we have
considered necessary or appropriate for purposes of the opinions expressed
herein. We have assumed the genuineness of the signatures on, and the
authenticity of, all documents furnished to us, and the conformity to the
originals of documents submitted to us as certified copies, which facts we have
not independently verified.
Based upon and subject to the foregoing, we hereby advise you that, in
our opinion, under the laws of the Commonwealth of Massachusetts:
<PAGE>
The Trustees of
The Alger Fund -2- December 22, 1995
1. The Trust is validly existing as a trust with transferable shares of
the type commonly called a Massachusetts business trust.
2. The Trust is authorized to issue an unlimited number of Shares; the
Shares issued by the Trust during the fiscal year ended October 31,
1995 (the "Issued Shares") have been duly and validly authorized by
all requisite action of the Trustees of the Trust, and no action of
the shareholders of the Trust is required in such connection.
3. The Issued Shares have been validly and legally issued, and all of the
Issued Shares which remain outstanding at the date hereof are fully
paid and nonassessable by the Trust.
With respect to the opinion stated in paragraph 3 above, we wish to
point out that the shareholders of a Massachusetts business trust may under some
circumstances be subject to assessment at the instance of creditors to pay the
obligations of such trust in the event that its assets are insufficient for the
purpose.
This letter expresses our opinions as to the provisions of the
Declaration and the laws of The Commonwealth of Massachusetts applying to
business trusts generally, but does not extend to the Massachusetts Securities
Act, or to federal securities or other laws.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission, together with the Notice. In giving such consent, we do not
thereby concede that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Sullivan & Worcester, LLP
SULLIVAN & WORCESTER
(A REGISTERED LIMITED LIABILITY PARTNERSHIP)
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
- --------------------------------------------------------------------------------
1. Name and address of issuer:
The Alger Fund
75 Maiden Lane
New York, NY 10038
- --------------------------------------------------------------------------------
2. Name of each series or class of funds for which this notice is filed:
Alger Money Market Portfolio
Alger Small Capitalization Portfolio
Alger Growth Portfolio
Alger Balanced Portfolio
Alger MidCap Growth Portfolio
Alger Capital Appreciation Portfolio
- --------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-6880
Securities Act File Number: 33-4959
- --------------------------------------------------------------------------------
4. Last day of fiscal year for which this notice is filed:
October 31
- --------------------------------------------------------------------------------
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
- --------------------------------------------------------------------------------
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
- --------------------------------------------------------------------------------
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933, other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
- --------------------------------------------------------------------------------
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
- --------------------------------------------------------------------------------
9. Number and aggregate sale price of securities sold during the fiscal year:
425,634,901
$855,152,847
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
425,634,901
$855,152,847
- --------------------------------------------------------------------------------
11. Number and aggregrate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
N/A
- --------------------------------------------------------------------------------
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 (from Item 10): $ 855,152,847
-------------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + --
-------------------
(iii) Aggregate price of shares redeemed
or repurchased during
the fiscal year (if applicable): - $709,148,356
-------------------
(iv) Aggregate price of shares redeemed
or repurchased and previously applied
as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + --
-------------------
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i),
plus line (ii), less line
(iii), plus line (iv)] (if applicable): $146,004,491
-------------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation
(see Instruction C.6): x 1/29th of 1%
-------------------
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $50,346.38
===================
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
- --------------------------------------------------------------------------------
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[xxx]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
December 28, 1995
- --------------------------------------------------------------------------------
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Nanci K. Staple
-----------------------------------
Nanci K. Staple, Secretary
-----------------------------------
Date 12/20/95
------------------
*Please print the name and title of the signing officer below the signature.
- --------------------------------------------------------------------------------
