ALGER FUND
485BPOS, 1996-02-27
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              As filed with the Securities and Exchange Commission
                               February 27, 1996
    

                         Securities Act File No. 33-4959
                    Investment Company Act File No. 811-6880

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549

           Registration Statement Under the Securities Act of 1933       [ ]

                        Pre-Effective Amendment No.                      [ ]

   
                        Post-Effective Amendment No. 20                  [X]
    

                                     and/or

   Registration Statement Under the Investment Company Act of 1940       [ ]

   
                              Amendment No. 22                           [X]
    

                        (Check appropriate box or boxes)


                                 THE ALGER FUND
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

         75 Maiden Lane
         New York, New York                                        10038
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's Telephone Number, including Area Code:  212-806-8800


                               Mr. Gregory S. Duch
                           Fred Alger Management, Inc.
                                 75 Maiden Lane
                               New York, NY 10038
- --------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                              Page 1 of ____ Pages
                           Exhibit Index at Page ____

<PAGE>

It is proposed that this filing will become effective (check appropriate box):
   
[X]   immediately upon filing pursuant to paragraph (b), or

[ ]   on [date] pursuant to paragraph (b), or


[ ]   60 days after filing pursuant to paragraph (a), or


[ ]   on [date] pursuant to paragraph (a) of Rule 485
    

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



                       DECLARATION PURSUANT TO RULE 24f-2



     Registrant  has  registered  an  indefinite  number or amount of securities
under the Securities Act of 1933, as amended, pursuant to Rule 24f-2(a)(1) under
the  Investment  Company  Act of 1940,  as  amended.  The Rule 24f-2  Notice for
Registrant's fiscal year ended October 31, 1995 was filed on December 28, 1995.



<PAGE>

PROSPECTUS
- ----------
                                       THE
                                     ALGER
                                      FUND

                                 75 Maiden Lane
                            New York, New York 10038
                            (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

    This Prospectus, which should be retained for future reference, contains
  important information that you should know before investing. A Statement of
 Additional Information dated February 27, 1996 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 SECURITIES COMMISSION 
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY 
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
    

   
                                FEBRUARY 27, 1996
    


                                        i
<PAGE>

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.
<TABLE>
<CAPTION>
                                                                                                              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>

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)...............................         .29        1.84        .59         .84        .51        1.94
                                                                  ---       -----       ----        ----        ----   --------
Total Fund Expenses (b) (c) (d) (e)......................         .29%       3.34%      2.09%       2.39%      2.11%       3.54%
                                                                  ===       =====       ====        ====        ====       ====
</TABLE>

(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 .79%,
     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 2.08% and 3.58%,  respectively,  for the Alger  Balanced
     Portfolio. 

(e)  Included in Other Expenses of the Alger Capital Appreciation Portfolio is 
     0.28% of interest expense.

*    Prior to March 27, 1995, the Alger Capital Appreciation Portfolio was known
     as the Alger Leveraged AllCap Portfolio.
    

                                       ii
<PAGE>




PORTFOLIO EXPENSES (continued)
<TABLE>
<CAPTION>
   
                                                                                                            Alger
                                                               Alger                             Alger      Small       Alger
                                                               Money      Alger       Alger     MidCap   Capitaliza-   Capital
                                                              Market    Balanced     Growth     Growth      tion    Appreciation
                                                             Portfolio  Portfolio   Portfolio  Portfolio  Portfolio   Portfolio
                                                             --------   --------    ---------  --------   --------   -----------
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:
<S>                                                             <C>        <C>        <C>         <C>        <C>         <C>
One Year ................................................      $ 3        $ 84       $ 71        $ 74       $ 71        $ 86
Three Years..............................................        9         133         95         105         96         139
Five Years...............................................       16         194        132         148        133         204
Ten Years................................................       37         363        242         273        244         381

You would  pay the  following  expenses  
  on the  same  investment,  assuming  
  no redemption:
One Year.................................................      $ 3        $ 34       $ 21        $ 24       $ 21        $ 36
Three Years..............................................        9         103         65          75         66         109
Five Years...............................................       16         174        112         128        113         184
Ten Years................................................       37         363        242         273        244         381
</TABLE>
    

                                       iii
<PAGE>



                              FINANCIAL HIGHLIGHTS

   
The Financial  Highlights for the years ended October 31, 1990 through 1995 have
been audited by Arthur Andersen LLP, the Fund's independent public  accountants,
as indicated in their  report  dated  December 14, 1995 on the Fund's  financial
statements as of October 31, 1995 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
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>

   
                                                                  Year Ended October 31,
                                                 -------------------------------------------------------
                                                    1995        1994       1993         1992       1991    
                                                    ----        ----       ----         -----      ----    
<S>                                               <C>         <C>         <C>        <C>        <C>        
Net asset value, beginning of year..............  $1.0000      $1.0000    $1.0000     $1.0000     $1.0000    
                                                  -------     --------   --------    --------    --------   
Net investment income...........................    .0573        .0374      .0304       .0424       .0671    
Dividends from net investment income............   (.0573)      (.0374)    (.0304)     (.0424)     (.0671)   
                                                  -------     --------   --------    --------    --------   
Net asset value, end of year....................  $1.0000      $1.0000    $1.0000     $1.0000     $1.0000   
                                                  =======     ========   ========    ========    ========   
Total Return     ...............................    5.9%          3.8%       3.1%        4.3%        6.9%    
                                                  =======     ========   ========    ========    ========   
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted).......  185,822     $163,170   $126,567    $135,288    $160,898  
                                                  =======     ========   ========    ========    ========   
  Ratio of expenses to average net assets.......    .29%(ii)      .27%       .41%        .25%        .18%     
                                                  =======     ========   ========    ========    ========   
  Decrease reflected in above expense
    ratios due to expense reimbursements 
    and management fee waivers..................    .50%          .50%       .50%        .60%        .63%     
                                                  =======     ========   ========    ========    ========   
  Ratio of net investment income to
    average net assets..........................   5.73%         3.78%      3.04%       4.30%       6.76%     
                                                  =======     ========   ========    ========    ========   
</TABLE>
THE ALGER FUND
MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS (cont'd)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>
    

                                                            Year Ended October 31,
                                                 ------------------------------------------
                                                    1990      1989      1988       1987*
                                                    ----      ----      -----      -----
<S>                                               <C>        <C>        <C>         <C>    
Net asset value, beginning of year..............   $1.0000   $1.0000    $1.0000     $1.0000
                                                  --------   -------    -------     -------
Net investment income...........................     .0844     .0927      .0732       .0541
Dividends from net investment income............    (.0844)   (.0927)    (.0732)     (.0541)
                                                  --------   -------    -------     -------
Net asset value, end of year....................   $1.0000   $1.0000    $1.0000     $1.0000
                                                  ========   =======    =======     =======
Total Return     ...............................      8.8%      9.7%(i)    7.6%(i)     5.6%(i)
                                                  ========   =======    =======     =======
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted).......  $143,420   $69,581    $11,509      $4,247
                                                  ========   =======    =======     =======
  Ratio of expenses to average net assets.......      .03%      --          --         .64%
                                                  ========   =======    =======     =======
  Decrease reflected in above expense
    ratios due to expense reimbursements
    and management fee waivers..................      .84%       .93%     1.73%       1.88%  
                                                  ========   ========   =======     =======   
  Ratio of net investment income to
    average net assets..........................     8.37%      9.45%     7.16%       5.82%  
                                                  ========   ========   =======     =======   
</TABLE>


   
*    From November 11, 1986  (commencement  of operations)  through  October 31,
     1987.Ratios have been annualized; total return has not been annualized.
 (i) Unaudited.
(ii) Reflects total  expenses  including  fees offset by earnings  credits.  The
     expense ratio net of earnings credits would have been 0.27%
    

                                       iv
<PAGE>


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

   
                                                                                                          From June 1, 1992
                                                                     Year Ended October 31,                (commencement
                                                                --------------------------------           of operations)
                                                                  1995        1994         1993        to October 31, 1992(i)
                                                                ---------   ---------    ---------     ----------------------
<S>                                                             <C>          <C>         <C>                   <C>   
Net asset value, beginning of year......................        $10.65       $11.18      $  9.95               $10.00
                                                                --------     --------    ---------             --------
Net investment income (loss)............................          (.02)(iii)   (.05)        (.01)                (.12)
Net realized and unrealized gain (loss)
  on investments........................................          2.96         (.39)        1.24                  .07
                                                                --------     --------    ---------             --------
Total from investment operations........................          2.94         (.44)        1.23                 (.05)
Distributions from net realized gains...................            --         (.09)          --                 --
                                                                --------     --------    ---------             --------
Net asset value, end of year............................        $13.59       $10.65       $11.18              $  9.95
                                                                ========     ========    =========             ========
Total Return (ii).......................................         27.6%        (4.0%)       12.4%                (0.5%)
                                                                ========     ========    =========             ========
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)...............        $  6,214     $  3,073    $  3,125              $  1,370
                                                                ========     ========    =========             ========
  Ratio of expenses to average net assets...............           3.34%(iv)    3.18%        3.82%                5.62%
                                                                ========     ========    =========             ========
  Decrease reflected in above expense
    ratios due to expense reimbursements................            .24%          --          .75%                 .75%
                                                                ========     ========    =========             ========
  Ratio of net investment income (loss)
    to average net assets...............................           (.13%)       (.41%)       (.97%)              (3.07%)
                                                                ========     ========    =========             ========
  Portfolio Turnover Rate...............................          84.06%       84.88%      115.17%               17.07%
                                                                ========     ========    =========             ========
</TABLE>
    

 (i) Ratios have been annualized; total return has not been annualized.
(ii) Does not reflect contingent deferred sales charge.
(iii)Amount was computed based on average shares outstanding during the period.
(iv) Reflects total  expenses,  including fees offset by earnings  credits.  The
     expense ratio net of earnings credits would have been 3.25%.


                                       v
<PAGE>
THE ALGER FUND
GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD (I)

<TABLE>
<CAPTION>
                                       
                                                                  Year Ended October 31,
                                                  ------------------------------------------------------
                                                    1995       1994        1993        1992       1991   
                                                   -----      -----       -----       -----      -----   
<S>                                              <C>         <C>         <C>         <C>         <C>    
Net asset value, beginning of year.............. $  6.97     $ 7.43      $ 5.76      $ 5.77      $ 4.25   
                                                  -------    -------     -------     -------     ------- 
Net investment income (loss)....................    (.02)      (.07)(iv)   (.02)       (.06)(iv)   (.02)   
Net realized and unrealized gains
  (loss) on investments.........................    2.59        .35        1.70         .61        1.86    
                                                  -------    -------     -------     -------     ------- 
Total from investment operations................    2.57        .28        1.68         .55        1.84    
Distributions from net realized gains...........    (.16)      (.74)       (.01)       (.56)       (.32)  
                                                  -------    -------     -------     -------     ------- 
Net asset value, end of year.................... $  9.38     $ 6.97      $ 7.43      $ 5.76       $5.77   
                                                  =======    =======     =======     =======     ======= 
Total Return (iii)..............................   37.8%       4.1%       29.2%        9.7%       45.8%   
                                                  =======    =======     =======     =======     ======= 
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)....... $154,284    $76,390     $37,988     $19,379     $10,213 
                                                  =======    =======     =======     =======     ======= 
  Ratio of expenses to average net assets.......    2.09%(v)   2.20%       2.20%       2.32%       2.70%   
                                                  =======    =======     =======     =======     ======= 
  Decrease reflected in above expense
    ratios due to expense
    reimbursements..............................     --          --          --         --         --    
                                                  =======    =======     =======     =======     ======= 
  Ratio of net investment income (loss)
    to average net assets.......................   (1.03%)    (1.01%)     (1.16%)     (1.07%)     (1.06%) 
                                                  =======    =======     =======     =======     ======= 
  Portfolio Turnover Rate.......................  118.16%    103.86%     108.54%      69.28%      76.06% 
                                                  =======    =======     =======     =======     ======= 
</TABLE>

THE ALGER FUND
GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS (cont'd)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD (I)
<TABLE>
<CAPTION>

                                                             Year Ended October 31,
                                                   -----------------------------------------
                                                    1990       1989      1988       1987*
                                                   -----      -----      ----       ----
<S>                                                <C>        <C>         <C>         <C>  
Net asset value, beginning of year..............   $ 4.42     $ 3.48      $ 3.23      $ 3.33
                                                   -------    -------     -------     -------
Net investment income (loss)....................     (.02)      (.05)       (.04)       (.03)
Net realized and unrealized gains
  (loss) on investments.........................     (.15)       .99         .29        (.07)
                                                   -------    -------    -------      -------
Total from investment operations................     (.17)       .94         .25        (.10)
Distributions from net realized gains...........      --         --          --          --
                                                   -------    -------    -------      -------
Net asset value, end of year....................   $ 4.25     $ 4.42       $3.48      $ 3.23
                                                   =======    =======    =======      =======
Total Return (iii)..............................    (4.0%)     27.0%(ii)    7.7%(ii)   (3.0%)(ii)
                                                   =======    =======    =======      =======
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted).......   $ 5,667    $ 5,463    $ 5,294      $ 5,305
                                                   =======    =======    =======      =======
  Ratio of expenses to average net assets.......     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.......................     (.68%)     (.70%)     (.99%)      (1.08%)
                                                   =======    =======    =======      =======
  Portfolio Turnover Rate.......................    86.06%     106.73%   151.30%      135.50%
                                                   =======    =======    =======      =======
</TABLE>


*    From November 11, 1986  (commencement  of operations)  through  October 31,
     1987. Ratios have been annualized; total return has not been annualized.
(i)  Per share data has been  adjusted  to reflect the effect of a 3 for 1 stock
     split which occurred September 27, 1995.
(ii) Unaudited.
(iii)Does not reflect contingent deferred sales charge.
(iv) Amount was computed based on average shares outstanding during the period.
(v)  Reflects total  expenses,  including fees offset by earnings  credits.  The
     expense ratio net of earnings credits would have been 2.07%.
 

                                        vi
<PAGE> 



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

   
                                                                                                          May 24, 1993
                                                                   Year Ended October 31,                (commencement
                                                                 --------------------------              of operations)
                                                                  1995                 1994           to October 31, 1993(i)
                                                                --------             --------          --------------------
<S>                                                             <C>                  <C>                     <C>   
Net asset value, beginning of year........................      $12.77               $12.48                  $10.00
                                                                --------             --------                --------
Net investment (loss).....................................        (.08)                (.11)                   (.09)
Net realized and unrealized gain on
  investments.............................................        6.25                  .68                    2.57
                                                                --------             --------                --------
  Total from investment operations........................        6.17                  .57                    2.48
Distribution from net realized gains......................          --                 (.28)                     --
                                                                --------             --------                --------
Net asset value, end of year..............................      $18.94               $12.77                  $12.48
                                                                ========             ========                ========
Total Return (ii).........................................       48.3%                 4.7%                   24.8%
                                                                ========             ========                ========
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted).................      $54,016              $18,516                 $ 3,836
                                                                ========             ========                ========
  Ratio of expenses to average net assets.................        2.39%(iii)           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.................................       (1.71%)              (2.32%)                 (2.86%)
                                                                ========             ========                ========
  Portfolio Turnover Rate.................................      121.60%              127.40%                  57.64%
                                                                ========             ========                ========
</TABLE>


  (i) Ratios have been annualized; total return has not been annualized.
 (ii) Does not reflect contingent deferred sales charge.
(iii) Reflects total  expenses,  including fees offset by earnings  credits. 
      The expense ratio net of earnings credits would have been 2.34%.
    



                                       vii
<PAGE>

THE ALGER FUND
SMALL CAPITALIZATION PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD (I)
<TABLE>
<CAPTION>
   
                                                         Year Ended October 31,
                                    -----------------------------------------------------------------
                                      1995          1994          1993         1992         1991     
                                     -----         -----          -----        -----        -----    
Net asset value, beginning
<S>                                 <C>            <C>           <C>            <C>          <C>     
   of year......................    $7.62          $8.65         $6.88          $6.97        $4.33   
                                    --------      --------      --------       -------      -------  
Net investment income
   (loss).......................     (.13)          (.09)         (.08)          (.11)(iv)    (.03)     
Net realized and unrealized
   gains (loss) on investments..     3.64           (.02)         1.85            .37         2.76    
                                    --------      --------      --------       -------      -------  
Total from investment
   operations...................     3.51           (.11)         1.77            .26         2.73    
Distributions from net
   realized gains...............       --           (.92)          --            (.35)        (.09)    
                                    --------      --------      --------       -------      -------  
Net asset value, end
   of year......................    $11.13        $  7.62       $ 8.65         $ 6.88       $ 6.97    
                                    ========      ========      ========       =======      =======  
Total Return (iii)..............     46.2%          (1.1%)       25.8%           3.4%        63.7%    
                                    ========      ========      ========       =======      =======  
Ratios and Supplemental
   Data:
  Net assets, end of year
     (000's omitted)............    $463,718      $294,890      $300,108      $182,432      $61,273  
                                    ========      ========      ========      ========      =======  
  Ratio of expenses to
     average net assets.........       2.11%(v)      2.18%         2.13%         2.17%        2.23%   
                                    ========      ========      ========      ========      =======  
  Decrease reflected in
     above expense ratios
     due to expense
     reimbursements.............       --           --             --            --           --     
                                    ========      ========      ========      ========      =======  
  Ratio of net investment
     income (loss) to
    average net assets..........      (1.75%)       (1.51%)       (1.52%)       (1.64%)      (1.37%)  
                                    ========      ========      ========      ========      =======  
  Portfolio Turnover Rate.......      97.37%       131.86%       148.49%       121.00%      171.04%  
                                    ========      ========      ========      ========      =======  
</TABLE>
    


THE ALGER FUND
SMALL CAPITALIZATION PORTFOLIO
FINANCIAL HIGHLIGHTS (cont'd.)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD (I)
<TABLE>
<CAPTION>
                                                 Year Ended October 31,
                                     -----------------------------------------------
                                      1990        1989       1988              1987*
                                      -----       -----      -----             -----
Net asset value, beginning
<S>                                   <C>           <C>         <C>           <C>  
   of year......................      $5.91         $ 3.58      $ 3.00        $ 3.33
                                     -------        --------    --------      -------
Net investment income
   (loss).......................       (.06)(iv)       --         (.07)         (.06)
Net realized and unrealized
   gains (loss) on investments..       (.25)          2.33         .65          (.27)
                                     -------        --------    --------      -------
Total from investment                           
   operations...................       (.31)          2.33         .58          (.33)
Distributions from net                          
   realized gains...............      (1.27)           --          --            --
                                     -------        --------    --------      -------
Net asset value, end                            
   of year......................     $ 4.33         $ 5.91      $ 3.58        $  3.00
                                     =======        ========    ========      =======
Total Return (iii)..............      (7.1%)         65.1%(ii)   19.3%(ii)     (10.0%)(ii)
                                     =======        ========    ========      =======
Ratios and Supplemental                         
   Data:                                        
  Net assets, end of year                       
     (000's omitted)............     $23,628        $11,990     $ 3,709       $ 3,190
                                     =======        ========    ========      =======
  Ratio of expenses to                          
     average net assets.........       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..........      (1.17%)         (1.92%)     (2.07%)     ( 2.02%)
                                     =======        ========    ========      =======
  Portfolio Turnover Rate.......     252.66%         441.42%     228.32%      267.55%
                                     =======        ========    ========      =======
</TABLE>                                      

*    From November 11, 1986  (commencement  of operations)  through  October 31,
     1987.  Ratios have been  annualized;  total return has not been annualized.
     (i) Per share data has been  adjusted  to  reflect  the effect of a 3 for 1
     stock split which occurred September 27, 1995.
(ii) Unaudited.
(iii) Does not reflect contingent deferred sales charge.
(iv) Amount was computed based on average shares outstanding during the period.
(v)  Reflects total  expenses,  including fees offset by earnings  credits.  The
     expense ratio net of earnings credits would have been the same.

                                       viii
<PAGE>

THE ALGER FUND
ALGER CAPITAL APPRECIATION PORTFOLIO (i)
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>
   
                                                                                               Year Ended October 31,
                                                                                             -----------------------------
                                                                                               1995                1994
                                                                                               -----               -----
<S>                                                                                          <C>                 <C>   
Net asset value, beginning of year.................................................          $  11.11            $  10.00
                                                                                             --------            --------
Net investment (loss)..............................................................             (0.47)(ii)          (0.47)
Net realized and unrealized gain on investments....................................              7.98                1.58
                                                                                             --------            --------
  Total from investment operations.................................................              7.51                1.11
                                                                                             --------            --------
Net asset value, end of year.......................................................          $  18.62            $  11.11
                                                                                             ========            ========
Total Return (iii).................................................................              67.6%               11.1%
                                                                                             ========            ========
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)..........................................          $ 33,640            $  2,369
                                                                                             ========            ========
  Ratio of expenses excluding interest to average net assets.......................              3.26%               4.13%
                                                                                             ========            ========
  Ratio of expenses including interest to average net assets.......................              3.54%(iv)           5.53%
                                                                                             ========            ========
  Decrease reflected in above expense ratios due to expense
    reimbursements.................................................................                --                0.85%
                                                                                             ========            ========
  Ratio of net investment income (loss) to average net assets......................             (3.02%)             (5.12%)
                                                                                             ========            ========
  Portfolio Turnover Rate..........................................................            197.65%             231.99%
                                                                                             ========            ========
  Debt outstanding at end of year..................................................                --            $651,000
                                                                                             ========            ========
  Average amount of debt outstanding during the year...............................          $293,153            $406,864
                                                                                             ========            ========
  Average daily number of shares outstanding during the year.......................           543,270             191,676
                                                                                             ========            ========
  Average amount of debt per share during the year.................................             $0.54               $2.12
                                                                                             ========            ========
</TABLE>

(i)  Prior to March 27, 1995, the Alger Capital  Appreciation  Portfolio was the
     Alger Leveraged AllCap Portfolio.
(ii) Amount was computed based on average shares outstanding during the period.
(iii) Does not reflect contingent deferred sales charge.
(iv) Reflects total  expenses,  including fees offset by earnings  credits.  The
     expense ratio net of earnings credits would have been 3.43%.
    


                                      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


                                       1
<PAGE>

   
on a three  day  settlement  basis  through  the  National  Securities  Clearing
Corporation Fund/SERV system.     

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 for the first
five checks you write in any one calendar  year.  You will be charged  $2.50 for
each additional check you write.
    

   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  within  the  range  of
companies  included  in the S&P  MidCap 400 Index,  updated  quarterly.  The S&P
MidCap 400 Index is designed to track the  performance of medium  capitalization
companies.  As of December 31, 1995, the range of market capitalization of these
companies was $118 million to $7.5  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  outside  the range of  companies
included in the S&P MidCap 400 Index and in excess of that amount (up to 100% of
its assets) during temporary defensive periods.

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
of the  securities,  have  total  market  capitalization  within  the  range  of
companies  included in the Russell 2000 Growth  Index,  updated  quarterly.  The
Russell  2000  Growth  Index is  designed  to  track  the  performance  of small
capitalization  companies.  As  of  December  31,  1995,  the  range  of  market
capitalization   of  these  companies  was  $20  million  to $2.2  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
outside the range of companies  included in the Russell 2000 Growth Index 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

                                       5
<PAGE>

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
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'

                                       6
<PAGE>

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
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

                                       7
<PAGE>

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.

   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

                                       8
<PAGE>

services since 1964 and, as of December 31, 1995, had approximately $4.8 billion
under management, $3.0 billion in mutual fund accounts and $1.8 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.

       

   
PORTFOLIO MANAGERS
     David D. Alger,  Seilai Khoo and Ronald  Tartaro are primarily  responsible
for the day-to-day  management of the Portfolios of the Fund. Mr. Alger has been
employed  by Alger  Management  as  Executive  Vice  President  and  Director of
Research  since 1971 and as President  since 1995. Ms. Khoo has been employed by
Alger  Management as a senior  research  analyst since 1989 and as a Senior Vice
President  since 1995.  Mr.  Tartaro has been employed by Alger  Management as a
senior  research  analyst since 1990 and as a Senior Vice President  since 1995.
Mr. Alger,  Ms. Khoo and Mr. Tartaro also serve as portfolio  managers for other
mutual 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.
    

   Alger  Management  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

                                       9
<PAGE>

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.

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 Share 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.

                                       10
<PAGE>

   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.

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

                                       11
<PAGE>

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.

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

                                       12
<PAGE>

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.





                                       13
<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




AS145


                             THE

                           ALGER     Meeting the challenge
                                     of investing
                            FUND


   
                          Alger Money Market Portfolio
                      Alger Small Capitalization Portfolio
                          Alger MidCap Growth Portfolio
                             Alger Growth Portfolio
                            Alger Balanced Portfolio
                      Alger Capital Appreciation Portfolio
    


                                   PROSPECTUS

   
                                February 27, 1996
    


                                       14
<PAGE>


PROSPECTUS
- ----------

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

                          ALGER MONEY MARKET PORTFOLIO
================================================================================

     The Alger Fund (the "Fund") is a registered  investment  company--a  mutual
fund--that  presently  offers interest in six  portfolios.  This Prospectus sets
forth information about the Alger Money Market Portfolio (the "Portfolio").  The
Portfolio seeks high current income  consistent  with  preservation of principal
and maintenance of liquidity.

     SHARES OF THE  PORTFOLIO  ARE NEITHER  INSURED NOR  GUARANTEED  BY THE U.S.
GOVERNMENT AND THERE IS NO ASSURANCE THAT THE PORTFOLIO WILL BE ABLE TO MAINTAIN
A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

     SHARES OF THE PORTFOLIO 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.

     This Prospectus,  which should be retained for future  reference,  contains
important  information  that you should know before  investing.  A Statement  of
Additional  Information dated February 27, 1996 containing  further  information
about all the portfolios of the Fund,  including the  Portfolio,  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 Fund at the
address or phone number above.

        FRED ALGER  |                              FRED ALGER  |
        MANAGEMENT, | Investment Manager            & COMPANY, | Distributor
               INC. |                            INCORPORATED  |

   
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  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURI-
       TIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
          COMMISSION OR ANY STATE SECURITIES COMMISSION
           PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
               PROSPECTUS. ANY REPRESENTATION TO THE
                    CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
                           FEBRUARY 27, 1996
    

<PAGE>
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                                TABLE OF CONTENTS

                                                                 Page
                                                                 ---- 

       Portfolio Expenses .....................................  iii
       Financial Highlights ...................................   iv
       How to Buy Shares ......................................    1
       Special Investor Services ..............................    1
       How to Sell Shares .....................................    2
       How to Exchange Shares .................................    3
       Investment Objective and Policies ......................    3
       Investment Practices ...................................    4
       Management of the Fund .................................    5
       Net Asset Value ........................................    6
       Contingent Deferred Sales Charge .......................    6
       Dividends and Taxes ....................................    6
       Performance ............................................    7



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                                       ii
<PAGE>
- --------------------------------------------------------------------------------

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
accompanying  the Table shows the amount of  expenses  you would pay on a $1,000
investment  in the  Portfolio.  These  amounts  assume the  reinvestment  of all
dividends and distributions, payment of any applicable contingent deferred sales
charge and payment by the Portfolio of operating  expenses as shown in the Table
under Annual Portfolio Operating  Expenses.  The Example is an illustration only
and actual expenses may be greater or less than those shown.


SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases..............................      None
Maximum Sales Load Imposed on Reinvested Dividends...................      None
Maximum Contingent Deferred Sales Charge 
(as a percentage of redemption proceeds).............................      None
Redemption Fees......................................................      None

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

Management Fees (after expense reimbursements)(a)....................         0%
12b-1 Fees...........................................................         0
Other Expenses (after expense reimbursements)........................       .29
                                                                           ----
Total Portfolio Operating Expenses 
(after expense reimbursements)(b)....................................       .29%
                                                                           ====

(a)  The investment manager is currently  voluntarily waiving its management fee
     with respect to the Portfolio. Absent this waiver, the amount of Management
     Fees and Total Fund Expenses would be .50% and .79%, respectively,  for the
     Portfolio.


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
Three Years...........................................................      9
Five Years............................................................     16
Ten Years.............................................................     37
    

You  would  pay the  following  expenses  on the same  investment,  assuming  no
redemption:
One Year..............................................................    $ 3
Three Years...........................................................      9
Five Years............................................................     16
Ten Years.............................................................     37

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                                      iii

<PAGE>
                                      
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                              FINANCIAL HIGHLIGHTS

The Financial  Highlights for the years ended October 31, 1990 through 1995 have
been audited by Arthur Andersen LLP, the Fund's independent public  accountants,
as indicated in their  report  dated  December 14, 1995 on the Fund's  financial
statements as of October 31, 1995 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
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>

                                                                   Year Ended October 31,
                               ----------------------------------------------------------------------------------------------
                                 1995        1994      1993        1992       1991      1990       1989       1988     1987*
                                -----       -----     -----       -----       ----      ----      -----      -----    ------

<S>                            <C>         <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   $1.0000
                              --------    --------    --------   -------    -------   -------   --------   --------  --------
Net investment income.......     .0573       .0374       .0304     .0424      .0671     .0844      .0927      .0732     .0541
Dividends from net
   investment income........    (.0573)     (.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    $1.0000
                              ========    ========    ========   =======    =======   =======   ========   =======    ========

Total Return ...............    5.9%        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 yea
  (000's omitted)             $185,822    $163,170    $126,567  $135,288   $160,898  $143,420    $69,581   $11,509      $4,247
                              ========    ========    ========   =======    =======   =======   ========   =======    ========
  Ratio of expenses to average
     net assets.............      .29%(ii)    .27%        .41%      .25%       .18%      .03%        --         --        .64%
                              ========    ========    ========   =======    =======   =======   ========   =======    ========
  Decrease reflected in above
     expense ratios due to
     expense reimbursements
     and management fee
     waivers................      .50%        .50%        .50%      .60%       .63%      .84%       .93%     1.73%       1.88%
                              ========    ========    ========   =======    =======   =======   ========   =======    ========
  Ratio of net investment
     income to average net
     assets.................     5.73%       3.78%       3.04%     4.30%      6.76%     8.37%      9.45%     7.16%       5.82%
                              ========    ========    ========   =======    =======   =======   ========   =======    ========

</TABLE>

   
  * From November 11, 1986  (commencement  of operations)  through  October 31,
    1987. Ratios have been annualized; total return has not been annualized.
 (i)Unaudited.
(ii)Reflects  total  expenses,  including fees offset by earnings  credits.  The
    expense ratio net of earnings credits would have been 0.27%.


                                     iv
<PAGE>

                                HOW TO BUY SHARES

IN GENERAL
   You can buy shares of the Alger Money Market  Portfolio (the  "Portfolio") 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  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.

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/Money Market Portfolio
   3. 07--Account Number (if new account indicate such)
   4. Name of Account
   5. Social Security or Taxpayer Identification Number

   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 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  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 account  normally within two business

                                       1
<PAGE>

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 Portfolio  account from your bank account on the last
business  day of  every  month.  Your  bank  must be a member  of the  Automated
Clearing House.

   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 Portfolio 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.  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.

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 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 on the next  business  day.  This service is not
available within 90 days of changing your address or bank account of record.

   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 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.

                                       2
<PAGE>

Shares held in any Alger  retirement plan and shares issued in certificate  form
are not eligible for this service.

SELLING SHARES BY CHECK

   
   You may redeem  shares in your  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 for the first five checks you write in any
one  calendar  year.  You will be charged  $2.50 for each  additional  check you
write.
    

SYSTEMATIC WITHDRAWAL PLAN
   If your account is $10,000 or more, 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 the  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 the 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
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
Portfolio to any other  portfolio will receive  dividends from the Portfolio for
the day of the exchange. Shares of the 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 OBJECTIVE
                                  AND POLICIES

   The investment  objective 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 and in
the Statement of Additional Information are not fundamental, so the Fund's Board
of Trustees may change them without shareholder approval.  There is no guarantee
that the Portfolio's objective will be achieved.

   As a matter of fundamental  policy,  the Portfolio will not: (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% 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 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.  The  Statement  of  Additional  Information  contains
additional  investment  restrictions  as well as information on the  Portfolio's
investment practices.

                                       3
<PAGE>

   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.

   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.

                              INVESTMENT PRACTICES

   The Portfolio 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 Portfolio.

BANK OBLIGATIONS
   These are certificates of deposit, bankers' acceptances, and other short-term
debt  obligations.   Certificates  of  deposit  are  short-term  obligations  of
commercial  banks.  A bankers'  acceptance is a time draft drawn on a commercial
bank  by  a  borrower,  usually  in  connection  with  international  commercial
transactions. Certificates of deposit may have fixed or variable rates.

REPURCHASE AGREEMENTS
   In a repurchase  agreement,  the  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,  Fred Alger  Management,  Inc.  ("Alger  Management")  determines  the
liquidity of the Portfolio's investments. Investments may be illiquid because of
the absence of an active trading market, making it difficult to sell promptly at
an acceptable price. The 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 Portfolio
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,  the 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

                                       4
<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.

                             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 Fund's portfolios including the Portfolio.

   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 the Portfolio may
vote only on matters that affect the 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 Portfolio,  places
orders to purchase and sell  securities  on behalf of the  Portfolio 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
Portfolio's  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 Portfolio 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, 1995, had approximately $4.8 billion
under management, $3.0 billion in mutual fund accounts and $1.8 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.
    

   Alger  Management  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.

FEE AND EXPENSES
   The Portfolio pays Alger  Management a management fee computed daily and paid
monthly at an annual rate of .50% of the value of the Portfolio's  average daily
net assets.

   The 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 the Portfolio's investment management agreement and other
expenses  paid by the  Portfolio  is included  in the  Statement  of  Additional
Information.

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

                                       5
<PAGE>

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
Portfolio.  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.

                                 NET ASSET VALUE

   The price of one share of the  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 the  Portfolio  is
calculated  on each day the New York  Stock  Exchange  is open 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 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 Share 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  redeemed are the
shares of the Portfolio held the longest and which result in the lowest charge.

                               DIVIDENDS AND TAXES

DIVIDENDS
   Dividends and distributions  will be automatically  reinvested on the payment
date in  additional  shares of the  Portfolio  at net asset  value,  unless  you
elected on the New Account  Application to have all dividends and  distributions
paid in  cash.  Dividends  of the  Portfolio  are  declared  and  paid  monthly.
Distributions of any net realized  short-term and long-term capital gains earned
by the  Portfolio  usually will be made  annually  after the close of the fiscal
year in which the gains are earned.

TAXES
   The Fund  intends  that the  Portfolio  separately  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.  The Portfolio is treated as a separate
taxable entity,  with the result that taxable dividends and  distributions  from
the  Portfolio  reflect  only  the  income  and  gains,  net of  losses,  of the
Portfolio.

                                       6
<PAGE>

   For  federal  income  tax  purposes  dividends  and  distributions  from  the
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 Portfolio.

   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 the Portfolio.  This
discussion is not intended to address the tax consequences of an investment by a
nonresident alien.

                                   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 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.

   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.


                                       7
<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  PORTFOLIO'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 LAWFULLY BE 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



                                     [LOGO]

                          Alger Money Market Portfolio


                                   PROSPECTUS
                                   ----------
                                                                       
                               February 27, 1996



<PAGE>

PROSPECTUS
- ----------

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


                      ALGER SMALL CAPITALIZATION PORTFOLIO
================================================================================


   
     The Alger Fund (the "Fund") is a registered investment company--a mutual
fund--that presently offers interest in six portfolios. This Prospectus sets
forth information about the Alger Small Capitalization Portfolio (the
"Portfolio"). The Portfolio seeks long-term capital appreciation by investing in
a diversified, actively managed portfolio of equity securities, primarily of
companies with total market capitalization within the range of companies
included in the Russell 2000 Growth Index.
    

     SHARES OF THE PORTFOLIO 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.

     This Prospectus, which should be retained for future reference, contains
important information that you should know before investing. A Statement of
Additional Information dated February 27, 1996 containing further information
about all the portfolios of the Fund, including the Portfolio, 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 Fund at the
address or phone number above.

  FRED ALGER MANAGEMENT, INC.            FRED ALGER & COMPANY, INCORPORATED
  --------------------------             ----------------------------------
     Investment Manager                            Distributor

- --------------------------------------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
             SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURI-
               TIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
                  COMMISSION OR ANY STATE SECURITIES COMMISSION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
   
                                FEBRUARY 27, 1996
    


<PAGE>

       
- --------------------------------------------------------------------------------
                                TABLE OF CONTENTS

                                                 Page         
                                                -----         

Portfolio Expenses.............................   iii
Financial Highlights...........................    iv
How to Buy Shares..............................     1
Special Investor Services......................     1
How to Sell Shares.............................     2
How to Exchange Shares.........................     3
Investment Objectives and Policies.............     3
Investment Practices...........................     4
Management of the Fund.........................     5
Net Asset Value................................     7
Contingent Deferred Sales Charge...............     7
Dividends and Taxes............................     8
Performance....................................     9




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

                                       ii

<PAGE>
- --------------------------------------------------------------------------------

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
accompanying  the Table shows the amount of  expenses  you would pay on a $1,000
investment  in the  Portfolio.  These  amounts  assume the  reinvestment  of all
dividends and distributions, payment of any applicable contingent deferred sales
charge and payment by the Portfolio of operating  expenses as shown in the Table
under Annual Portfolio Operating  Expenses.  The Example is an illustration only
and actual expenses may be greater or less than those shown.

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases................................    None

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

Maximum Contingent Deferred Sales Charge 
(as a percentage of redemption proceeds)(a)............................    5.00%

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

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

Management Fees (after expense reimbursements)..........................    .85%

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

   
Other Expenses (after expense reimbursements)...........................    .51
                                                                           ----

Total Portfolio Operating Expenses 
(after expense reimbursements)(b).......................................   2.11%
                                                                           ====
    

(a)The amount of the contingent  deferred sales charge will depend on the number
   of years since the shareholder  made the purchase  payment.  See "Redemptions
   and Exchanges--Contingent Deferred Sales Charge."

(b)The Fund  reimburses  Alger Inc. for the  expenses it incurs in  distributing
   shares of the Portfolio at the maximum annual rate of .75% of the Portfolio's
   average daily net assets. 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.

   
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 ...............................................................   $ 71
Three Years.............................................................     96
Five Years..............................................................    133
Ten Years...............................................................    244

You would pay the following expenses on the same investment, assuming no
redemption:
One Year................................................................   $ 21
Three Years.............................................................     66
Five Years..............................................................    113
Ten Years...............................................................    244
    

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

                                      iii

<PAGE>
- --------------------------------------------------------------------------------

                              FINANCIAL HIGHLIGHTS

   
The Financial  Highlights for the years ended October 31, 1990 through 1995 have
been audited by Arthur Andersen LLP, the Fund's independent public  accountants,
as indicated in their  report  dated  December 14, 1995 on the Fund's  financial
statements as of October 31, 1995 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
SMALL CAPITALIZATION PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD(I)
<TABLE>
<CAPTION>

                                                                       Year Ended October 31,
                               -----------------------------------------------------------------------------------------------
                               1995         1994        1993        1992       1991       1990      1989      1988       1987*
                               ----         ----        ----        ----       ----       ----      ----      ----       ---- 
<S>                            <C>         <C>         <C>         <C>        <C>        <C>       <C>        <C>        <C>  
Net asset value, beginning
   of year..................   $7.62       $8.65       $6.88       $6.97      $4.33      $5.91     $3.58      $3.00      $3.33
                              --------    --------   --------    --------    -------    -------    -------   -------   -------
Net investment income                                                                                                  
   (loss)...................    (.13)       (.09)       (.08)       (.11)(iv)  (.03)      (.06)(iv)   --       (.07)      (.06)
Net realized and unrealized                                                                                            
   gains (loss) on investments  3.64        (.02)       1.85         .37       2.76       (.25)     2.33        .65       (.27)
                              --------    --------   --------    --------    -------    -------    -------   -------   -------
Total from investment                                                                                                  
   operations...............    3.51        (.11)       1.77         .26       2.73       (.31)     2.33        .58       (.33)
Distributions from net                                                                                                 
   realized gains...........      --        (.92)         --        (.35)      (.09)     (1.27)       --         --         --
                              --------    --------   --------    --------    -------    -------    -------   -------   -------
Net asset value, end                                                                                                   
   of year..................  $11.13       $7.62       $8.65       $6.88      $6.97      $4.33     $5.91      $3.58      $3.00
                              ========    ========   ========    ========    =======    =======    =======   =======   =======
Total Return (iii)..........   46.2%       (1.1%)      25.8%        3.4%      63.7%      (7.1%)    65.1%(ii)  19.3%(ii) (10.0%)(ii)
                              ========    ========   ========    ========    =======    =======    =======   =======   =======
Ratios and Supplemental                                                                                               
   Data:
  Net assets, end of year
     (000's omitted)........  $463,718    $294,890   $300,108   $182,432    $61,273     $23,628    $11,990    $3,709    $3,190
                              ========    ========   ========   ========    =======     =======    =======   =======   =======
   Ratio of expenses to                                                                                               
     average net assets.....    2.11%(v)    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......   (1.75%)     (1.51%)     (1.52%)    (1.64%)    (1.37%)     (1.17%)    (1.92%)   (2.07%)   (2.02%)
                              ========    ========   ========   ========    =======     =======    =======   =======   =======
  Portfolio Turnover Rate...   97.37%     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) Per share data has been adjusted to reflect the effect of a 3 for 1 stock split which occurred September 27, 1995.
 (ii) Unaudited.
(iii) Does not reflect contingent deferred sales charge.
 (iv) Amount was computed based on average shares outstanding during the period.
  (v) Reflects  total  expenses,  including fees offset by earnings  credits.  The expense ratio net of earnings credits would have 
      been the same.
</TABLE>
    
- --------------------------------------------------------------------------------
                                      iv


<PAGE>
       
<PAGE>

                                HOW TO BUY SHARES

IN GENERAL
   You  can  buy  shares  of  the  Alger  Small  Capitalization  Portfolio  (the
"Portfolio")  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 will be processed at the next net asset value calculated 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/Small Capitalization Portfolio
   3. 11--Account Number (if new account indicate such)
   4. Name of Account
   5. Social Security or Taxpayer Indentification Number

   EXAMPLE:
                           Nat West NJ/CUST/021200339
                            For Account 011313045 A/C
                      Alger/Small Capitalization Portfolio
                         11-123456789 or 07-New Account
                                 John & Jane Doe
                                   123-45-6789

PURCHASES THROUGH BROKERS

   You can buy shares  through  brokers who have signed  sales  agreements  with
Alger Inc.  These  brokers may purchase  shares of the  Portfolio on a three day
settlement basis through the National Securities Clearing Corporation  Fund/SERV
system.

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  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 account  normally within two business

                                       1

<PAGE>

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 Portfolio  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 the
Portfolio 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 Portfolio 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.

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 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 on the next  business  day.  This service is not
available within 90 days of changing your address or bank account of record.

   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.

                                       2
<PAGE>


   You may use the  TELEREDEMPTION  Service to  transfer  funds  (minimum  $500,
maximum  $50,000)  between your 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.

SYSTEMATIC WITHDRAWAL PLAN
   If your account is $10,000 or more, 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 the  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 the 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
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.

   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 and in
the Statement of Additional Information 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,  the Portfolio will not: (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% 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;  (5) borrow  money or pledge its  assets,  except for  temporary  or
emergency  purposes,  in an amount not exceeding  10% of its total  assets.  The
Statement of Additional Information contains additional investment  restrictions
as well as information on the Portfolio's 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.

   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

                                       3
<PAGE>


   
of the  securities,  have  total  market  capitalization  within  the  range  of
companies  included in the Russell 2000 Growth  Index,  updated  quarterly.  The
Russell  2000  Growth  Index is  designed  to  track  the  performance  of small
capitalization  companies.  As  of  December  31,  1995,  the  range  of  market
capitalization of these companies was $20 million to $2.2 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  outside the range of
companies included in the Russell 2000 Growth Index and in excess of that amount
(up to 100% of its assets) during temporary defensive periods.
    

IN GENERAL
   The  Portfolio  seeks  to  achieve  its  objective  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
Portfolio  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  Portfolio  the  flexibility  to  take  advantage  of new
opportunities  for investments in accordance with its investment  objective,  it
may hold up to 15  percent  of its net assets in money  market  instruments  and
repurchase  agreements  and in excess of that  amount (up to 100% of its 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 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.

                              INVESTMENT PRACTICES

   The Portfolio 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 Portfolio.

REPURCHASE AGREEMENTS
   In a repurchase  agreement,  the  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,  Fred Alger  Management,  Inc.  ("Alger  Management")  determines  the
liquidity of the Portfolio's investments. Investments may be illiquid because of
the absence of an active trading market, making it difficult to sell promptly at
an acceptable price. The 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 Portfolio
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.

                                       4
<PAGE>


LENDING OF PORTFOLIO SECURITIES
   In order to generate  income and to offset  expenses,  the 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
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
   The 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.

   The  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.

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 Fund's portfolios including the Portfolio.

   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 the Portfolio may
vote only on matters that affect the 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 Portfolio,  places
orders to purchase and sell  securities  on behalf of the  Portfolio 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
Portfolio's  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

                                       5

<PAGE>


employs   professional   securities   analysts  who  provide  research  services
exclusively  to the Portfolio 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, 1995, had approximately $4.8 billion
under management, $3.0 billion in mutual fund accounts and $1.8 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.

PORTFOLIO MANAGERS
   David D. Alger, Seilai Khoo and Ronald Tartaro are primarily  responsible for
the  day-to-day  management of the  Portfolios  of the Fund.  Mr. Alger has been
employed  by Alger  Management  as  Executive  Vice  President  and  Director of
Research  since 1971 and as President  since 1995. Ms. Khoo has been employed by
Alger  Management as a senior  research  analyst since 1989 and as a Senior Vice
President  since 1995.  Mr.  Tartaro has been employed by Alger  Management as a
senior  research  analyst since 1990 and as a Senior Vice President  since 1995.
Mr. Alger,  Ms. Khoo and Mr. Tartaro also serve as portfolio  managers for other
mutual funds and investment accounts managed by Alger Management.
    

   Alger  Management  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.

FEE AND EXPENSES
   The Portfolio pays Alger  Management a management fee computed daily and paid
monthly at an annual rate of .85% of the value of the Portfolio's  average daily
net assets. The management fee paid by the Portfolio is higher than that paid by
most other investment companies.

   The 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 the Portfolio's investment management agreement and other
expenses  paid by the  Portfolio  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
Portfolio.  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 the 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  Portfolio.
Alger Inc.  pays sales  commissions  of 4.00% of the amount  invested to dealers

                                       6
<PAGE>


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.


SHAREHOLDER SERVICING AGREEMENT
   The Fund pays Alger Inc. a  shareholder  servicing fee of .25% of the average
daily net  assets of the  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 the  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 the  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).

                               CONTINGENT DEFERRED
                                  SALES CHARGE

   There is no initial sales charge on purchases of shares of the 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 the  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. The amount of the
charge  is based  on the  length  of time  shares  are  held,  according  to the
following table:
                                       Contingent  
                                        Deferred
        Years Share 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  redeemed are the
shares of the 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  Portfolio  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  Portfolio.  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. 

WAIVERS OF THE CHARGE
   The contingent deferred sales charge is waived on Systematic  Withdrawal Plan

                                       7
<PAGE>


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
   Dividends and distributions  will be automatically  reinvested on the payment
date in  additional  shares of the  Portfolio  at net asset  value,  unless  you
elected on the New Account  Application to have all dividends and  distributions
paid  in  cash.  Shares  of the  Portfolio  purchased  through  reinvestment  of
dividends and  distributions  are not subject to the  contingent  deferred sales
charge. Dividends of the Portfolio are declared and paid annually. Distributions
of any net  realized  short-term  and  long-term  capital  gains  earned  by the
Portfolio  usually will be made  annually  after the close of the fiscal year in
which the gains are earned.

TAXES
   The Fund  intends  that the  Portfolio  separately  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

                                       8
<PAGE>


things, distributes at least 90 percent of its investment company taxable income
to them within  applicable time periods.  The Portfolio is treated as a separate
taxable entity,  with the result that taxable dividends and  distributions  from
the  Portfolio  reflect  only  the  income  and  gains,  net of  losses,  of the
Portfolio.

   For  federal  income  tax  purposes  dividends  and  distributions  from  the
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 Portfolio.

   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 the Portfolio.  This
discussion is not intended to address the tax consequences of an investment by a
nonresident alien.

                                   PERFORMANCE

    All  performance  figures  are  based  on  historical  earnings  and are not
intended  to  indicate  future   performance.   Further  information  about  the
Portfolio's performance is contained in its Annual Report to Shareholders, which
may be obtained without charge by contacting the Fund.

   The Portfolio may include  quotations of "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 the
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  the
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.



                                       9
<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  PORTFOLIO'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 LAWFULLY BE 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




                                     [LOGO]

                      Alger Small Capitalization Portfolio










                                   PROSPECTUS

   
                                February 27, 1996
    



<PAGE>

PROSPECTUS
- ----------

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





                          ALGER MIDCAP GROWTH PORTFOLIO
================================================================================

   
     The Alger Fund (the "Fund") is a registered  investment  company--a  mutual
fund--that  presently  offers interest in six  portfolios.  This Prospectus sets
forth information about the Alger MidCap Growth Portfolio (the "Portfolio"). The
Portfolio  seeks long-term  capital  appreciation by investing in a diversified,
actively  managed  portfolio of equity  securities,  primarily of companies with
total market  capitalization  within the range of companies  included in the S&P
MidCap 400 Index.
    

     SHARES OF THE PORTFOLIO 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.

     This Prospectus,  which should be retained for future  reference,  contains
important  information  that you should know before  investing.  A Statement  of
Additional  Information dated February 27, 1996 containing  further  information
about all the portfolios of the Fund,  including the  Portfolio,  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 Fund at the
address or phone number above.

  FRED ALGER MANAGEMENT, INC.             FRED ALGER & COMPANY, INCORPORATED
  --------------------------              ----------------------------------
    Investment Manager                              Distributor


   
- --------------------------------------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
             SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURI-
               TIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
                  COMMISSION OR ANY STATE SECURITIES COMMISSION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
                                FEBRUARY 27, 1996
    

<PAGE>

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

                                TABLE OF CONTENTS

                                                 Page
                                                -----

Portfolio Expenses.............................   iii
Financial Highlights...........................    iv
How to Buy Shares..............................     1
Special Investor Services......................     1
How to Sell Shares.............................     2
How to Exchange Shares.........................     3
Investment Objectives and Policies.............     3
Investment Practices...........................     4
Management of the Fund.........................     5
Net Asset Value................................     7
Contingent Deferred Sales Charge...............     7
Dividends and Taxes............................     8
Performance....................................     9

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

                                       ii

<PAGE>
- --------------------------------------------------------------------------------

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
accompanying  the Table shows the amount of  expenses  you would pay on a $1,000
investment  in the  Portfolio.  These  amounts  assume the  reinvestment  of all
dividends and distributions, payment of any applicable contingent deferred sales
charge and payment by the Portfolio of operating  expenses as shown in the Table
under Annual Portfolio Operating  Expenses.  The Example is an illustration only
and actual expenses may be greater or less than those shown.


SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases..............................      None

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

Maximum Contingent Deferred Sales Charge 
(as a percentage of redemption proceeds)(a)..........................      5.00%

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

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

Management Fees (after expense reimbursements).......................       .80%

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

   
Other Expenses (after expense reimbursements)........................       .84
                                                                           ----

Total Portfolio Operating Expenses 
(after expense reimbursements)(b)....................................      2.39%
                                                                           ====
    

(a)  The amount of the  contingent  deferred  sales  charge  will  depend on the
     number of years  since  the  shareholder  made the  purchase  payment.  See
     "Redemptions and Exchanges--Contingent Deferred Sales Charge."
(b)  The Fund  reimburses  Alger Inc. for the expenses it incurs in distributing
     shares  of  the  Portfolio  at the  maximum  annual  rate  of  .75%  of the
     Portfolio's average daily net assets. 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.

   
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 ...............................................................   $ 74
Three Years.............................................................    105
Five Years..............................................................    148
Ten Years.............................................................. .   273

You  would  pay the  following  expenses  on the same  investment,  assuming  no
redemption:
One Year................................................................   $ 24
Three Years.............................................................     75
Five Years..............................................................    128
Ten Years...............................................................    273
    

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

                                      iii

<PAGE>
- --------------------------------------------------------------------------------

                              FINANCIAL HIGHLIGHTS

   
The Financial  Highlights  have been audited by Arthur  Andersen LLP, the Fund's
independent public accountants,  as indicated in their report dated December 14,
1995 on the  Fund's  financial  statements  as of  October  31,  1995  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 Statement of Additional  Information may be obtained from
the Fund without charge.
    

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



   
                                                                                               May 24, 1993
                                                                                              (commencement
                                                                                            of operations) to
                                                                      Year Ended October 31,    October 31,
                                                                   ---------------------------
                                                                         1995         1994        1993(i)
                                                                        --------     --------     --------
<S>                                                                    <C>          <C>          <C>   
Net asset value, beginning of year..............................       $12.77       $12.48       $10.00
                                                                        --------     --------     --------
Net investment (loss)...........................................         (.08)        (.11)        (.09)
Net realized and unrealized gain on investments.................         6.25          .68         2.57
                                                                        --------     --------     --------
  Total from investment operations..............................         6.17          .57         2.48
Distribution from net realized gains............................           --         (.28)          --
                                                                        --------     --------     --------
Net asset value, end of year....................................       $18.94       $12.77       $12.48
                                                                        ========     ========     ========
Total Return (ii)...............................................         48.3%         4.7%        24.8%
                                                                        ========     ========     ========
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted).......................        $ 54,016     $ 18,516      $ 3,836
                                                                        ========     ========     ========
  Ratio of expenses to average net assets.......................         2.39%(iii)   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...         1.71%       (2.32%)      (2.86%)
                                                                        ========     ========     ========
  Portfolio Turnover Rate.......................................       121.60%      127.40%       57.64%
                                                                        ========     ========     ========
</TABLE>
    

 (i) Ratios have been annualized; total return has not been annualized.
(ii) Does not reflect contingent deferred sales charge.
(iii)Reflects total  expenses,  including fees offset by earnings  credits.  The
     expense ratio net of earnings credits would have been 2.34%

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

                                       iv

<PAGE>

                                HOW TO BUY SHARES

IN GENERAL
   You can buy shares of the Alger MidCap Growth Portfolio (the  "Portfolio") 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 will be processed at the next net asset value calculated 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/MidCap Growth Portfolio
   3. 15--Account Number (if new account indicate such)
   4. Name of Account
   5. Social Security or Taxpayer Indentification Number

   EXAMPLE:
                           Nat West NJ/CUST/021200339
                            For Account 011313045 A/C
                          Alger/MidCap Growth Portfolio
                         15-123456789 or 07-New Account
                                 John & Jane Doe
                                   123-45-6789

   
PURCHASES THROUGH BROKERS
   You can buy shares  through  brokers who have signed  sales  agreements  with
Alger Inc.  These  brokers may purchase  shares of the  Portfolio on a three day
settlement  basis through the National Securities Clearing Corporation Fund/SERV
system.
    

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  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

                                       1
<PAGE>

from your designated  bank account to your 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 Portfolio  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 the
Portfolio 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 Portfolio 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.

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 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 on the next  business  day.  This service is not
available within 90 days of changing your address or bank account of record.

   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.

                                       2
<PAGE>

   You may use the  TELEREDEMPTION  Service to  transfer  funds  (minimum  $500,
maximum  $50,000)  between your 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.

SYSTEMATIC WITHDRAWAL PLAN
   If your account is $10,000 or more, 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 the  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 the 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
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.

   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 and in
the Statement of Additional Information are not fundamental, so the Fund's Board
of Trustees may change them without shareholder approval.  There is no guarantee
that the Portfolio's objectives will be achieved.

   As a matter of fundamental  policy,  the Portfolio will not: (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% 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;  (5) borrow  money or pledge its  assets,  except for  temporary  or
emergency  purposes,  in an amount not exceeding  10% of its total  assets.  The
Statement of Additional Information contains additional investment  restrictions
as well as information on the Portfolio's 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.

   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of

                                       3
<PAGE>

   
its total assets in equity securities of companies that, at the time of purchase
of the  securities,  have  total  market  capitalization  within  the  range  of
companies  included  in the S&P  MidCap 400 Index,  updated  quarterly.  The S&P
MidCap 400 Index is designed to track the  performance of medium  capitalization
companies.  As of December 31, 1995, the range of market capitalization of these
companies was $118 million to $7.5  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  outside  the range of  companies
included in the S&P MidCap 400 Index and in excess of that amount (up to 100% of
its assets) during temporary defensive periods. 
    

IN GENERAL
   The  Portfolio  seeks  to  achieve  its  objective  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
Portfolio  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  Portfolio  the  flexibility  to  take  advantage  of new
opportunities  for investments in accordance with its investment  objective,  it
may hold up to 15  percent  of its net assets in money  market  instruments  and
repurchase  agreements  and in excess of that  amount (up to 100% of its assets)
during  temporary  defensive  periods.  This  amount  may be  higher  than  that
maintained by other funds with similar investment objectives.

                              INVESTMENT PRACTICES

   The Portfolio 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 Portfolio.

REPURCHASE AGREEMENTS
   In a repurchase  agreement,  the  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,  Fred Alger  Management,  Inc.  ("Alger  Management")  determines  the
liquidity of the Portfolio's investments. Investments may be illiquid because of
the absence of an active trading market, making it difficult to sell promptly at
an acceptable price. The 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 Portfolio
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,  the 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
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.

                                       4
<PAGE>

FOREIGN SECURITIES
   The 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.

   The  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.

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 Fund's portfolios including the Portfolio.

   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 the Portfolio may
vote only on matters that affect the 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 Portfolio,  places
orders to purchase and sell  securities  on behalf of the  Portfolio 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
Portfolio's  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 Portfolio 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, 1995, had approximately $4.8 billion
under management, $3.0 billion in mutual fund accounts and $1.8 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.
    

                                       5
<PAGE>

   
PORTFOLIO MANAGERS
     David D. Alger,  Seilai Khoo and Ronald  Tartaro are primarily  responsible
for the day-to-day  management of the Portfolios of the Fund. Mr. Alger has been
employed  by Alger  Management  as  Executive  Vice  President  and  Director of
Research  since 1971 and as President  since 1995. Ms. Khoo has been employed by
Alger  Management as a senior  research  analyst since 1989 and as a Senior Vice
President  since 1995.  Mr.  Tartaro has been employed by Alger  Management as a
senior  research  analyst since 1990 and as a senior Vice President  since 1995.
Mr. Alger,  Ms. Khoo and Mr. Tartaro also serve as portfolio  managers for other
mutual funds and investment accounts managed by Alger Management.
    

   Alger  Management  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.

FEE AND EXPENSES
   The Portfolio pays Alger  Management a management fee computed daily and paid
monthly at an annual rate of .80% of the value of the Portfolio's  average daily
net assets. The management fee paid by the Portfolio is higher than that paid by
most other investment companies.

   The 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 the Portfolio's investment management agreement and other
expenses  paid by the  Portfolio  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
Portfolio.  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 the 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  Portfolio.
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.

SHAREHOLDER SERVICING AGREEMENT
     The Fund pays Alger Inc. a shareholder servicing fee of .25% of the average
daily net  assets of the  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.


                                       6
<PAGE>

                                 NET ASSET VALUE

   The price of one share of the  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 the  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).

                               CONTINGENT DEFERRED
                                  SALES CHARGE

   There is no initial sales charge on purchases of shares of the 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 the  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. The amount of the
charge  is based  on the  length  of time  shares  are  held,  according  to the
following table:
                                       Contingent
                                        Deferred
        Years Share 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  redeemed are the
shares of the 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  Portfolio  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  Portfolio.  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. 

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

                                       7
<PAGE>

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
   Dividends and distributions  will be automatically  reinvested on the payment
date in  additional  shares of the  Portfolio  at net asset  value,  unless  you
elected on the New Account  Application to have all dividends and  distributions
paid  in  cash.  Shares  of the  Portfolio  purchased  through  reinvestment  of
dividends and  distributions  are not subject to the  contingent  deferred sales
charge. Dividends of the Portfolio are declared and paid annually. Distributions
of any net  realized  short-term  and  long-term  capital  gains  earned  by the
Portfolio  usually will be made  annually  after the close of the fiscal year in
which the gains are earned.

TAXES
   The Fund  intends  that the  Portfolio  separately  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.  The Portfolio is treated as a separate
taxable entity,  with the result that taxable dividends and  distributions  from
the  Portfolio  reflect  only  the  income  and  gains,  net of  losses,  of the
Portfolio.

   For  federal  income  tax  purposes  dividends  and  distributions  from  the
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 Portfolio.

   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 the Portfolio.  This

                                       8
<PAGE>

discussion is not intended to address the tax consequences of an investment by a
nonresident alien.

                                   PERFORMANCE

   All performance figures are based on historical earnings and are not intended
to  indicate  future  performance.  Further  information  about the  Portfolio's
performance  is contained  in its Annual  Report to  Shareholders,  which may be
obtained without charge by contacting the Fund.

   The Portfolio may include  quotations of "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 the
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  the
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.


                                       9
<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  PORTFOLIO'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 LAWFULLY BE 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


                                     [LOGO]

                          Alger MidCap Growth Portfolio




   
                                   PROSPECTUS
                                February 27, 1996
    



<PAGE>

PROSPECTUS
- ----------

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


                             ALGER GROWTH PORTFOLIO
================================================================================
     The Alger Fund (the "Fund") is a registered  investment  company--a  mutual
fund--that  presently  offers interest in six  portfolios.  This Prospectus sets
forth  information  about the Alger  Growth  Portfolio  (the  "Portfolio").  The
Portfolio  seeks long-term  capital  appreciation by investing in a diversified,
actively  managed  portfolio of equity  securities,  primarily of companies with
total market capitalization of $1 billion or greater.

     SHARES OF THE PORTFOLIO 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.

   
     This Prospectus,  which should be retained for future  reference,  contains
important  information  that you should know before  investing.  A Statement  of
Additional  Information dated February 27, 1996 containing  further  information
about all the portfolios of the Fund,  including the  Portfolio,  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 Fund at the
address or phone number above.
    

    FRED ALGER MANAGEMENT, INC.         FRED ALGER & COMPANY, INCORPORATED
    ---------------------------         ----------------------------------
        Investment Manager                        Distributor



   
- --------------------------------------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
             SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURI-
               TIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
                  COMMISSION OR ANY STATE SECURITIES COMMISSION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
    

   
                                FEBRUARY 27, 1996
    

<PAGE>

- --------------------------------------------------------------------------------
                                TABLE OF CONTENTS

                                                 Page
                                                ----- 

Portfolio Expenses.............................   iii
Financial Highlights...........................    iv
How to Buy Shares..............................     1
Special Investor Services......................     1
How to Sell Shares.............................     2
How to Exchange Shares.........................     3
Investment Objectives and Policies.............     3
Investment Practices...........................     4
Management of the Fund.........................     5
Net Asset Value................................     7
Contingent Deferred Sales Charge...............     7
Dividends and Taxes............................     8
Performance....................................     9

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

                                       ii
<PAGE>

- --------------------------------------------------------------------------------
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
accompanying  the Table shows the amount of  expenses  you would pay on a $1,000
investment  in the  Portfolio.  These  amounts  assume the  reinvestment  of all
dividends and distributions, payment of any applicable contingent deferred sales
charge and payment by the Portfolio of operating  expenses as shown in the Table
under Annual Portfolio Operating  Expenses.  The Example is an illustration only
and actual expenses may be greater or less than those shown.


SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases..................................  None

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

Maximum Contingent Deferred Sales Charge 
(as a percentage of redemption proceeds)(a)..............................  5.00%

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

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

Management Fees (after expense reimbursements)...........................   .75%

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

   
Other Expenses (after expense reimbursements)............................   .59
                                                                           -----
Total Portfolio Operating Expenses 
(after expense reimbursements)(b)........................................  2.09%
                                                                           =====

(a)  The amount of the  contingent  deferred  sales  charge  will  depend on the
     number of years  since  the  shareholder  made the  purchase  payment.  See
     "Redemptions and Exchanges--Contingent Deferred Sales Charge."
(b)  The Fund  reimburses  Alger Inc. for the expenses it incurs in distributing
     shares  of  the  Portfolio  at the  maximum  annual  rate  of  .75%  of the
     Portfolio's average daily net assets. 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.
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 ................................................................  $ 71
Three Years..............................................................    95
Five Years...............................................................   132
Ten Years................................................................   242

You would  pay the  following  expenses  on the  same  investment,  assuming  no
  redemption:
One Year.................................................................  $ 21
Three Years..............................................................    65
Five Years...............................................................   112
Ten Years................................................................   242
    

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

                                      iii

<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS

   
The  Financial  Highlights,  for the years ended  October 31, 1990 through 1995,
have  been  audited  by Arthur  Andersen  LLP,  the  Fund's  independent  public
accountants,  as indicated in their report dated December 14, 1995 on the Fund's
financial  statements  as of October 31,  1995 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
GROWTH PORTFOLIO
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD (I)
<TABLE>
<CAPTION>
    

                                                                              Year Ended October 31,
                                            -------------------------------------------------------------------------------------
                                              1995     1994     1993     1992      1991     1990     1989    1988      1987*
                                             -----    -----    -----    -----     -----    -----    -----   -----     -----
<S>                                        <C>       <C>       <C>      <C>      <C>      <C>      <C>       <C>      <C>   
   
Net asset value, beginning of year.......   $ 6.97    $7.43    $5.76     $5.77    $4.25    $4.42    $3.48     $3.23   $3.33
                                            -------  -------  --------  -------  -------  -------  -------  --------  -------
Net investment income (loss).............     (.02)    (.07)(iv)(.02)     (.06)(iv)(.02)    (.02)    (.05)     (.04)   (.03)
Net realized and unrealized gains
  (loss) on investments..................     2.59      .35     1.70       .61     1.86     (.15)     .99       .29    (.07)
                                            -------  ------- --------  --------  -------  -------  ------- --------  --------
Total from investment operations.........     2.57      .28     1.68       .55     1.84     (.17)     .94       .25    (.10)
Distributions from net realized gains....     (.16)    (.74)    (.01)     (.56)    (.32)      --       --        --      --
                                            -------  ------- --------  --------  -------  -------  ------- --------  --------
Net asset value, end of year.............    $9.38    $6.97    $7.43     $5.76    $5.77    $4.25    $4.42     $3.48   $3.23
                                            =======  ======= ========  ========  =======  =======  ======= ========  ========
Total Return (iii).......................    37.8%     4.1%    29.2%      9.7%    45.8%    (4.0%)   27.0%(ii)  7.7%(ii)(3.0%)(ii)
                                            =======  ======= ========  ========  =======  =======  ======= ========  ========
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)  $154,284  $76,390   $37,988  $19,379  $10,213  $5,667   $5,463    $5,294   $5,305
                                            =======  =======  ========  ======== =======  =======  ======= ========  ========
  Ratio of expenses to average net assets     2.09%(v) 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................    (1.03%)  (1.01%)  (1.16%)   (1.07%)  (1.06%)   (.68%)   (.70%)    (.99%) (1.08%)
                                            =======  =======  ========  ========  ======= =======  ======= ========  ========
  Portfolio Turnover Rate................   118.16%  103.86%  108.54%    69.28%   76.06%   86.06%  106.73%   151.30% 135.50%
                                            =======  =======  ========  ========  ======= =======  ======= ========  ========
</TABLE>


 *   From November 11, 1986  (commencement  of operations)  through  October 31,
     1987. Ratios have been annualized; total return has not been annualized.
(i)  Per share data has been  adjusted  to reflect the effect of a 3 for 1 stock
     split which occurred September 27, 1995.
(ii) Unaudited.
(iii)Does not reflect contingent deferred sales charge.
(iv) Amount was computed based on average shares outstanding during the period.
(v)  Reflects total  expenses,  including fees offset by earnings  credits.  The
     expense ratio net of earnings credits would have been 2.07%
    

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

                                       iv



<PAGE>
                                HOW TO BUY SHARES

IN GENERAL
   You can buy shares of the Alger Growth Portfolio (the  "Portfolio") 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 will be processed at the next net asset value calculated 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/Growth Portfolio
   3. 12--Account Number (if new account indicate such)
   4. Name of Account
   5. Social Security or Taxpayer Indentification Number

   EXAMPLE:
                           Nat West NJ/CUST/021200339
                            For Account 011313045 A/C
                             Alger/Growth Portfolio
                         12-123456789 or 07-New Account
                                 John & Jane Doe
                                   123-45-6789
PURCHASES THROUGH BROKERS
   You can buy shares  through  brokers who have signed  sales  agreements  with
Alger Inc.  These  brokers may  purchase  shares of the  Portfolio on a five day
settlement  basis  (three day  settlement  beginning  in June 1995)  through the
National Securities Clearing Corporation Fund/SERV system.

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  shares by telephone  (minimum  $500,  maximum  $50,000) by
filling out the appropriate section of the New Account Application or sending an

                                       1
<PAGE>


Additional  Services Form to the transfer agent.  Your funds will be transferred
from your designated  bank account to your 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 Portfolio  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 the
Portfolio 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 Portfolio 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.

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 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 or the next  business  day.  This service is not
available within 90 days of changing your address or bank account of record.

   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.

                                       2
<PAGE>

   You may use the  TELEREDEMPTION  Service to  transfer  funds  (minimum  $500,
maximum  $50,000)  between your 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.

SYSTEMATIC WITHDRAWAL PLAN
   If your account is $10,000 or more, 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 the  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 the 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
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.

   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 and in
the Statement of Additional Information are not fundamental, so the Fund's Board
of Trustees may change them without shareholder approval.  There is no guarantee
that the Portfolio's objectives will be achieved.

   As a matter of fundamental  policy,  the Portfolio will not: (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% 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;  (5) borrow  money or pledge its  assets,  except for  temporary  or
emergency  purposes,  in an amount not exceeding  10% of its total  assets.  The
Statement of Additional Information contains additional investment  restrictions
as well as information on the Portfolio's 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.

   The investment objective of the Portfolio is long-term capital  appreciation.

                                       3
<PAGE>


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. 

IN GENERAL
   The  Portfolio  seeks  to  achieve  its  objective  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
Portfolio  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  Portfolio  the  flexibility  to  take  advantage  of new
opportunities  for investments in accordance with its investment  objective,  it
may hold up to 15  percent  of its net assets in money  market  instruments  and
repurchase  agreements  and in excess of that  amount (up to 100% of its assets)
during  temporary  defensive  periods.  This  amount  may be  higher  than  that
maintained by other funds with similar investment objectives.

                              INVESTMENT PRACTICES
   The Portfolio 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 Portfolio.

REPURCHASE AGREEMENTS
   In a repurchase  agreement,  the  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,  Fred Alger  Management,  Inc.  ("Alger  Management")  determines  the
liquidity of the Portfolio's investments. Investments may be illiquid because of
the absence of an active trading market, making it difficult to sell promptly at
an acceptable price. The 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 Portfolio
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,  the 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
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.

                                       4
<PAGE>


FOREIGN SECURITIES
   The 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.

   The  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.

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 Fund's portfolios including the Portfolio.

   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 the Portfolio may
vote only on matters that affect the 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 Portfolio,  places
orders to purchase and sell  securities  on behalf of the  Portfolio 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
Portfolio's  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 Portfolio 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, 1995, had approximately $4.8 billion
under management, $3.0 billion in mutual fund accounts and $1.8 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.
    

                                       5
<PAGE>

   
PORTFOLIO MANAGERS
   David D. Alger, Seilai Khoo and Ronald Tartaro are primarily  responsible for
the  day-to-day  management of the  Portfolios  of the Fund.  Mr. Alger has been
employed  by Alger  Management  as  Executive  Vice  President  and  Director of
Research  since 1971 and as President  since 1995. Ms. Khoo has been employed by
Alger  Management as a senior  research  analyst since 1989 and as a Senior Vice
President  since 1995.  Mr.  Tartaro has been employed by Alger  Management as a
senior  research  analyst since 1990 and as a Senior Vice President  since 1995.
Mr. Alger,  Ms. Khoo and Mr. Tartaro also serve as portfolio  managers for other
mutual funds and investment accounts managed by Alger Management.
    

   Alger  Management  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.

FEE AND EXPENSES
   The Portfolio pays Alger  Management a management fee computed daily and paid
monthly at an annual rate of .75% of the value of the Portfolio's  average daily
net assets. The management fee paid by the Portfolio is higher than that paid by
most other investment companies.

   The 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 the Portfolio's investment management agreement and other
expenses  paid by the  Portfolio  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
Portfolio.  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 the 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  Portfolio.
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.

SHAREHOLDER SERVICING AGREEMENT
   The Fund pays Alger Inc. a  shareholder  servicing fee of .25% of the average
daily net  assets of the  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.

                                       6
<PAGE>


                                 NET ASSET VALUE

   The price of one share of the  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 the  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).

                               CONTINGENT DEFERRED
                                  SALES CHARGE

   There is no initial sales charge on purchases of shares of the 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 the  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. The amount of the
charge  is based  on the  length  of time  shares  are  held,  according  to the
following table:
                                       Contingent 
                                        Deferred
        Years Share 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  redeemed are the
shares of the 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  Portfolio  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  Portfolio.  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.

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

                                       7
<PAGE>

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
   Dividends and distributions  will be automatically  reinvested on the payment
date in  additional  shares of the  Portfolio  at net asset  value,  unless  you
elected on the New Account  Application to have all dividends and  distributions
paid  in  cash.  Shares  of the  Portfolio  purchased  through  reinvestment  of
dividends and  distributions  are not subject to the  contingent  deferred sales
charge. Dividends of the Portfolio are declared and paid annually. Distributions
of any net  realized  short-term  and  long-term  capital  gains  earned  by the
Portfolio  usually will be made  annually  after the close of the fiscal year in
which the gains are earned.

TAXES
   The Fund  intends  that the  Portfolio  separately  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.  The Portfolio is treated as a separate
taxable entity,  with the result that taxable dividends and  distributions  from
the  Portfolio  reflect  only  the  income  and  gains,  net of  losses,  of the
Portfolio.

   For  federal  income  tax  purposes  dividends  and  distributions  from  the
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 Portfolio.

   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 the Portfolio.  This

                                       8
<PAGE>

discussion is not intended to address the tax consequences of an investment by a
nonresident alien.

                                   PERFORMANCE

   All performance figures are based on historical earnings and are not intended
to  indicate  future  performance.  Further  information  about the  Portfolio's
performance  is contained  in its Annual  Report to  Shareholders,  which may be
obtained without charge by contacting the Fund.

   The Portfolio may include  quotations of "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 the
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  the
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.


                                       9
<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  PORTFOLIO'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 LAWFULLY BE 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

                                     [LOGO]

                             Alger Growth Portfolio

   
                                   PROSPECTUS
                                February 27, 1996
    

                                      
<PAGE>
   
STATEMENT OF
ADDITIONAL INFORMATION                                         February 27, 1996
- ----------------------
    

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

================================================================================
    The Alger Fund (the "Fund") is a  registered  investment  company--a  mutual
fund--that  presently  offers  interests in the  following six  portfolios  (the
"Portfolios"):

                       * Alger Money Market Portfolio
                       * Alger Balanced Portfolio
                       * Alger Growth Portfolio
                       * Alger MidCap Growth Portfolio
                       * Alger Small Capitalization Portfolio
                       * Alger Capital Appreciation Portfolio

   
    This Statement of Additional Information is not a Prospectus.  This document
contains additional information about The Alger Fund and supplements information
in the  Prospectus  dated February 27, 1996. It should be read together with the
Prospectus  which may be obtained  free of charge by writing or calling the Fund
at the address or toll-free number shown above.
    

                                    CONTENTS
Investment Objectives and Policies ........................................    2
Net Asset Value ...........................................................   10
Purchases .................................................................   11
Redemptions ...............................................................   12
Exchanges .................................................................   14
Management ................................................................   15
Taxes .....................................................................   17
Custodian and Transfer Agent ..............................................   18
Certain Shareholders ......................................................   18
Organization ..............................................................   20
Determination of Performance ..............................................   20
Financial Statements ......................................................  F-1
Appendix ..................................................................  A-1







A1345
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

CERTAIN SECURITIES AND INVESTMENT TECHNIQUES
The  Prospectus  discusses the  investment  objectives of each Portfolio and the
policies to be employed  to achieve  those  objectives.  This  section  contains
supplemental   information   concerning   the  types  of  securities  and  other
instruments  in which the Portfolios  may invest,  the  investment  policies and
portfolio strategies that the Portfolios may utilize and certain risks attendant
to those investments, policies and strategies.

U.S. GOVERNMENT OBLIGATIONS
Bills,  notes,  bonds, and other debt securities issued by the U.S. Treasury are
direct  obligations  of the U.S.  Government  and differ mainly in the length of
their maturities.

U.S. GOVERNMENT AGENCY SECURITIES
These  securities  are  issued  or  guaranteed  by  U.S.  Government   sponsored
enterprises and federal agencies. These include securities issued by the Federal
National Mortgage Association, Government National Mortgage Association, Federal
Home Loan Bank,  Federal  Land Banks,  Farmers  Home  Administration,  Banks for
Cooperatives,  Federal  Intermediate Credit Banks,  Federal Financing Bank, Farm
Credit Banks, the Small Business Administration,  Federal Housing Administration
and Maritime Administration.  Some of these securities are supported by the full
faith and credit of the U.S.  Treasury;  and the remainder are supported only by
the credit of the instrumentality, which may or may not include the right of the
issuer to borrow from the Treasury.

BANK OBLIGATIONS
These are certificates of deposit,  bankers'  acceptances,  and other short-term
debt  obligations.   Certificates  of  deposit  are  short-term  obligations  of
commercial  banks.  A bankers'  acceptance is a time draft drawn on a commercial
bank  by  a  borrower,  usually  in  connection  with  international  commercial
transactions. Certificates of deposit may have fixed or variable rates.

The  Portfolios  will not invest in any  security  issued by a  commercial  bank
unless (i) the bank has total assets of at least $1 billion,  or the  equivalent
in other  currencies,  or, in the case of domestic banks which do not have total
assets of at least $1 billion,  the  aggregate  investment  made in any one such
bank is limited to  $100,000  and the  principal  amount of such  investment  is
insured in full by the Federal Deposit Insurance Corporation (ii) in the case of
U.S.  banks, it is a member of the Federal Deposit  Insurance  Corporation,  and
(iii) in the case of  foreign  banks,  the  security  is, in the  opinion of the
Fund's investment  manager,  of an investment  quality  comparable to other debt
securities  which may be purchased by the Portfolios.  These  limitations do not
prohibit  investments in securities  issued by foreign  branches of U.S.  banks,
provided such U.S. banks meet the foregoing requirements.

FOREIGN BANK OBLIGATIONS
Investments by the  Portfolios in foreign bank  obligations  and  obligations of
foreign  branches of domestic banks present certain risks,  including the impact
of future  political  and  economic  developments,  the possible  imposition  of
withholding taxes on interest income, the possible seizure or nationalization of
foreign  deposits,  the possible  establishment of exchange  controls and/or the
addition of other foreign governmental  restrictions that might affect adversely
the payment of principal and interest on these obligations.  In addition,  there
may be less  publicly  available and reliable  information  about a foreign bank
than about domestic banks owing to different accounting, auditing, reporting and
recordkeeping standards. In view of these risks, Alger Management will carefully
evaluate these investments on a case-by-case basis.

SHORT-TERM CORPORATE DEBT SECURITIES
These are outstanding  nonconvertible corporate debt securities (e.g., bonds and
debentures)  which have one year or less remaining to maturity.  Corporate notes
may have fixed, variable, or floating rates.

COMMERCIAL PAPER
These are  short-term  promissory  notes  issued by  corporations  primarily  to
finance short-term credit needs.

VARIABLE RATE MASTER DEMAND NOTES
These are unsecured instruments that permit the indebtedness  thereunder to vary
and provide for periodic  adjustments in the interest rate.  Because these notes
are direct lending  arrangements  between the Portfolio and the issuer, they are
not normally  traded.  Although no active  secondary  market may exist for these
notes, the Portfolio may demand payment of principal and accrued interest at any
time or may resell the note to a third party.  While the notes are not typically
rated by credit  rating  agencies,  issuers of variable rate master demand notes
must satisfy Fred Alger  Management,  Inc.  ("Alger  Management")  that the same
criteria for issuers of commercial  paper are met. In addition,  when purchasing
variable rate master demand notes,  Alger  Management  will consider the earning
power,  cash flows and other  liquidity  ratios of the  issuers of the notes and

                                       2
<PAGE>

will continuously  monitor their financial status and ability to meet payment on
demand.  In the event an issuer of a variable rate master demand note  defaulted
on its payment obligations, the Portfolio might be unable to dispose of the note
because of the  absence  of a  secondary  market  and  could,  for this or other
reasons, suffer a loss to the extent of the default.

REPURCHASE AGREEMENTS
Under the terms of a  repurchase  agreement,  a Portfolio  would  acquire a high
quality money market  instrument for a relatively short period (usually not more
than one week)  subject to an obligation  of the seller to  repurchase,  and the
Portfolio  to resell,  the  instrument  at an agreed  price  (including  accrued
interest) and time, thereby determining the yield during the Portfolio's holding
period.  Repurchase  agreements  may  be  seen  to be  loans  by  the  Portfolio
collateralized by the underlying instrument. This arrangement results in a fixed
rate of return that is not subject to market fluctuations during the Portfolio's
holding  period  and  not  necessarily  related  to the  rate of  return  on the
underlying instrument. The value of the underlying securities, including accrued
interest,  will be at  least  equal  at all  times to the  total  amount  of the
repurchase  obligation,  including interest. A Portfolio bears a risk of loss in
the  event  that the  other  party to a  repurchase  agreement  defaults  on its
obligations  and the Portfolio is delayed in or prevented  from  exercising  its
rights to dispose of the collateral securities, including the risk of a possible
decline in the value of the underlying securities during the period in which the
Portfolio  seeks  to  assert  these  rights,  the  risk  of  incurring  expenses
associated with asserting these rights and the risk of losing all or part of the
income from the agreement. Alger Management, acting under the supervision of the
Fund's  Board of  Trustees,  reviews  the credit  worthiness  of those banks and
dealers with which the Portfolios  enter into repurchase  agreements to evaluate
these risks and monitors on an ongoing basis the value of the securities subject
to repurchase  agreements to ensure that the value is maintained at the required
level.

REVERSE  REPURCHASE  AGREEMENTS (ALGER MONEY MARKET PORTFOLIO AND ALGER BALANCED
PORTFOLIO)
Reverse repurchase agreements are the same as repurchase agreements except that,
in this instance,  the Portfolio would assume the role of seller/borrower in the
transaction.  The Portfolio  will maintain  segregated  accounts with the Fund's
custodian  consisting  of  U.S.  Government  securities,  cash or  money  market
instruments that at all times are in an amount equal to their  obligations under
reverse repurchase  agreements.  The Portfolio will invest the proceeds in other
money market  instruments or repurchase  agreements  maturing not later than the
expiration of the reverse repurchase  agreement.  Reverse repurchase  agreements
involve the risk that the market value of the  securities  sold by the Portfolio
may decline below the repurchase  price of the securities.  Under the Investment
Company Act of 1940, as amended (the "Act"),  reverse repurchase  agreements may
be considered  borrowings by the seller;  accordingly,  the Portfolio will limit
its investments in reverse repurchase agreements and other borrowings to no more
than one-third of its total assets.

FIRM  COMMITMENT  AGREEMENTS  AND  WHEN-ISSUED  PURCHASES  (ALGER  MONEY  MARKET
PORTFOLIO AND THE ALGER BALANCED PORTFOLIO)
Firm commitment agreements and "when-issued"  purchases call for the purchase of
securities at an agreed price on a specified  future date and would be used, for
example,  when a  decline  in the  yield  of  securities  of a given  issuer  is
anticipated  and a  more  advantageous  yield  may  be  obtained  by  committing
currently  to  purchase  securities  to be  issued  later.  When  the  Portfolio
purchases a security under a firm commitment agreement or on a when-issued basis
it assumes the risk of any decline in value of the  security  occurring  between
the  date  of  the  agreement  or  purchase  and  the  settlement  date  of  the
transaction.  The  Portfolio  will not use  these  transactions  for  leveraging
purposes and, accordingly, will segregate with the Fund's custodian cash or high
quality money market  instruments  in an amount  sufficient at all times to meet
its purchase obligations under these agreements.

WARRANTS AND RIGHTS
Each  Portfolio  may  invest in  warrants  and  rights.  A warrant  is a type of
security that entitles the holder to buy a proportionate  amount of common stock
at a  specified  price,  usually  higher  than the  market  price at the time of
issuance,  for a period of years or to perpetuity.  In contrast,  rights,  which
also  represent the right to buy common  shares,  normally  have a  subscription
price lower than the current  market value of the common stock and a life of two
to four  weeks.  Warrants  are freely  transferable  and are traded on the major
securities exchanges.

RESTRICTED SECURITIES
Each Portfolio may invest in restricted securities issued under Rule 144A of the
Securities  Act of 1933.  In adopting  Rule 144A,  the  Securities  and Exchange
Commission specifically stated that restricted securities traded under Rule 144A
may be treated as liquid

                                       3
<PAGE>

for purposes of investment  limitations  if the board of trustees (or the fund's
adviser  acting  subject  to  the  board's  supervision)   determines  that  the
securities  are in fact  liquid.  Examples of factors  that the Fund's  Board of
Trustees  will take into  account in  evaluating  the  liquidity  of a Rule 144A
security,  both with respect to the initial  purchase  and on an ongoing  basis,
will  include,  among  others:  (1) the  frequency  of trades and quotes for the
security; (2) the number of dealers willing to purchase or sell the security and
the number of other  potential  purchasers;  (3) dealer  undertakings  to make a
market in the security; and (4) the nature of the security and the nature of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting  offers,  and the mechanics of transfer).  In accordance with Rule
144A,  the  Board  has  delegated  its  responsibility  to Alger  Management  to
determine the liquidity of each restricted  security  purchased  pursuant to the
Rule, subject to the Board's oversight and review. Because institutional trading
in restricted  securities  is relatively  new, it is not possible to predict how
institutional  markets will  develop.  If  institutional  trading in  restricted
securities  were to decline  to  limited  levels,  the  liquidity  of the Fund's
Portfolio could be adversely affected.

SHORT SALES
Each Portfolio  other than the Alger Money Market  Portfolio may sell securities
"short  against  the  box."  While a short  sale is the sale of a  security  the
Portfolio  does not own, it is "against  the box" if at all times when the short
position  is open  the  Portfolio  owns an equal  amount  of the  securities  or
securities  convertible into, or exchangeable without further consideration for,
securities of the same issue as the securities sold short.

LENDING OF PORTFOLIO SECURITIES
Each  Portfolio  may lend  securities  to brokers,  dealers and other  financial
organizations.  The Portfolios will not lend  securities to Alger  Management or
its affiliates.  By lending its securities,  a Portfolio can increase its income
by continuing to receive interest or dividends on the loaned  securities as well
as by either  investing  the cash  collateral  in  short-term  securities  or by
earning income in the form of interest paid by the borrower when U.S. Government
securities are used as  collateral.  Each Portfolio will adhere to the following
conditions whenever its securities are loaned: (a) the Portfolio must receive at
least 100 percent cash  collateral or equivalent  securities  from the borrower;
(b) the borrower must increase this collateral  whenever the market value of the
securities  including accrued interest exceeds the value of the collateral;  (c)
the Portfolio  must be able to terminate the loan at any time; (d) the Portfolio
must receive reasonable interest on the loan, as well as any dividends, interest
or other  distributions  on the loaned  securities  and any  increase  in market
value;  (e) the Portfolio may pay only  reasonable  custodian fees in connection
with the loan;  and (f) voting rights on the loaned  securities  may pass to the
borrower;  provided,  however,  that if a material event adversely affecting the
investment  occurs,  the Fund's Board of Trustees  must  terminate  the loan and
regain the right to vote the securities. A Portfolio bears a risk of loss in the
event  that  the  other  party  to a  stock  loan  transaction  defaults  on its
obligations  and the Portfolio is delayed in or prevented  from  exercising  its
rights to dispose of the collateral  including the risk of a possible decline in
the value of the collateral  securities during the period in which the Portfolio
seeks to assert these rights,  the risk of incurring  expenses  associated  with
asserting  these  rights and the risk of losing all or a part of the income from
the transaction.

FOREIGN SECURITIES
Each Portfolio other than the Alger Money Market  Portfolio may invest up to 20%
of the value of its total assets in foreign  securities (not including  American
Depositary Receipts ("ADRs")). Foreign securities investments may be affected by
changes  in  currency  rates  or  exchange  control   regulations,   changes  in
governmental administration or economic or monetary policy (in the United States
and abroad) or changed circumstances in dealing between nations.  Dividends paid
by foreign  issuers may be subject to  withholding  and other foreign taxes that
may decrease the net return on these  investments  as compared to dividends paid
to the Portfolio by domestic corporations.  It should be noted that there may be
less publicly  available  information  about foreign issuers than about domestic
issuers, and foreign issuers are not subject to uniform accounting, auditing and
financial reporting  standards and requirements  comparable to those of domestic
issuers.  Securities  of some foreign  issuers are less liquid and more volatile
than securities of comparable domestic issuers and foreign brokerage commissions
are generally higher than in the United States.  Foreign  securities markets may
also be less liquid,  more volatile and less subject to  government  supervision
than those in the United  States.  Investments  in  foreign  countries  could be
affected  by  other  factors  not  present  in  the  United  States,   including
expropriation,  confiscatory  taxation and potential  difficulties  in enforcing
contractual  obligations.  Securities purchased on foreign exchanges may be held
in custody by a foreign branch of a domestic bank.

                                       4
<PAGE>

OPTIONS (ALGER CAPITAL APPRECIATION PORTFOLIO)
A call option is a contract that gives the holder of the option the right to buy
from the writer  (seller) of the call option,  in return for a premium paid, the
security  underlying the option at a specified exercise price at any time during
the term of the option.  The writer of the call option has the  obligation  upon
exercise of the option to deliver the  underlying  security  upon payment of the
exercise  price during the option  period.  A put option is a contract  that, in
return for the premium,  gives the holder of the option the right to sell to the
writer (seller) the underlying  security at a specified price during the term of
the option. The writer of the put, who receives the premium,  has the obligation
to buy the  underlying  security upon exercise at the exercise  price during the
option  period.

A call option is "covered" if the Portfolio owns the underlying security covered
by the call or has an absolute  and  immediate  right to acquire  that  security
without additional cash consideration (or for additional cash consideration held
in a segregated  account by its custodian)  upon conversion or exchange of other
securities held in its portfolio. A call option is also covered if the Portfolio
holds a call on the same security as the call written  where the exercise  price
of the call  held is (1) equal to or less  than the  exercise  price of the call
written  or (2)  greater  than the  exercise  price of the call  written  if the
difference is maintained by the Portfolio in cash, U.S. Government securities or
other high grade  short-term  obligations in a segregated  account held with its
custodian.  A put option is "covered" if the Portfolio  maintains  cash or other
high grade short-term  obligations with a value equal to the exercise price in a
segregated  account  held with its  custodian,  or else  holds a put on the same
security as the put written where the exercise price of the put held is equal to
or greater than the exercise price of the put written.

If the  Portfolio  has written an option,  it may  terminate  its  obligation by
effecting a closing purchase transaction.  This is accomplished by purchasing an
option of the same series as the option previously  written.  However,  once the
Portfolio has been assigned an exercise notice,  the Portfolio will be unable to
effect a closing purchase transaction. Similarly, if the Portfolio is the holder
of an  option  it may  liquidate  its  position  by  effecting  a  closing  sale
transaction. This is accomplished by selling an option of the same series as the
option  previously  purchased.  There can be no assurance  that either a closing
purchase or sale transaction can be effected when the Portfolio so desires.


The Portfolio  will realize a profit from a closing  transaction if the price of
the transaction is less than the premium  received from writing the option or is
more than the premium paid to purchase the option;  the Portfolio will realize a
loss from a closing transaction if the price of the transaction is less than the
premium paid to purchase the option.  Since call option prices generally reflect
increases in the price of the underlying  security,  any loss resulting from the
repurchase of a call option may also be wholly or partially offset by unrealized
appreciation of the underlying  security.  Other principal factors affecting the
market  value of a put or a call  option  include  supply and  demand,  interest
rates, the current market price and price volatility of the underlying  security
and the time remaining until the expiration date.

An option  position  may be closed  out only on an  exchange  which  provides  a
secondary  market for an option of the same series.  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. In such event it might not be
possible to effect  closing  transactions  in  particular  options,  so that the
Portfolio  would have to exercise  its option in order to realize any profit and
would incur  brokerage  commissions  upon the  exercise of the  options.  If the
Portfolio,  as a  covered  call  option  writer,  is  unable to effect a closing
purchase  transaction  in a  secondary  market,  it will not be able to sell the
underlying  security  until the option  expires or it  delivers  the  underlying
security upon exercise or otherwise covers the position.

In addition to options on  securities,  the Portfolio may also purchase and sell
call and put options on securities  indexes.  A stock index reflects in a single
number the market value of many different  stocks.  Relative values are assigned
to the stocks included in an index and the index  fluctuates with changes in the
market values of the stocks.  The options give the holder the right to receive a
cash  settlement  during the term of the option based on the difference  between
the exercise  price and the value of the index.  By writing a put or call option
on a securities  index,  the Portfolio is  obligated,  in return for the premium
received, to make delivery of this amount. The Portfolio may offset its position
in  stock  index  options  prior  to  expiration  by  entering  into  a  closing
transaction on an exchange or it may let the option expire unexercised.

Use of  options  on  securities  indexes  entails  the risk that  trading in the
options  may be  interrupted  if trading in certain  securities  included in the
index is interrupted. The Portfolio will not purchase these options unless Alger
Management is satisfied with the development,

                                       5
<PAGE>

depth and liquidity of the market and Alger Management  believes the options can
be closed out.

Price movements in the Portfolio's  securities may not correlate  precisely with
movements in the level of an index and, therefore, the use of options on indexes
cannot  serve as a complete  hedge and will depend,  in part,  on the ability of
Alger  Management to predict  correctly  movements in the direction of the stock
market  generally or of a particular  industry.  Because  options on  securities
indexes require  settlement in cash, Alger Management may be forced to liquidate
portfolio securities to meet settlement obligations.

The  Portfolio  has qualified and intends to continue to qualify as a "Regulated
Investment  Company" under the Internal  Revenue Code. One  requirement for such
qualification  is that the  Portfolio  must  derive  less  than 30% of its gross
income from gains from the sale or other disposition of securities held for less
than three  months.  Therefore,  the  Portfolio may be limited in its ability to
engage in options transactions.

Although Alger Management will attempt to take appropriate  measures to minimize
the risks relating to the Portfolio's writing of put and call options, there can
be no assurance that the Portfolio will succeed in any option-writing program it
undertakes.

STOCK  INDEX  FUTURES  AND  OPTIONS  ON  STOCK  INDEX  FUTURES   (ALGER  CAPITAL
APPRECIATION PORTFOLIO)
Futures are generally  bought and sold on the  commodities  exchanges where they
are listed with payment of initial and variation  margin as described below. The
sale of a  futures  contract  creates a firm  obligation  by the  Portfolio,  as
seller,  to deliver to the buyer the net cash amount  called for in the contract
at a specific  future time. Put options on futures might be purchased to protect
against  declines in the market values of securities  occasioned by a decline in
stock prices and  securities  index futures  might be sold to protect  against a
general  decline in the value of securities of the type that comprise the index.
Options on futures contracts are similar to options on securities except that an
option on a futures  contract  gives the  purchaser  the right in return for the
premium paid to assume a position in a futures contract and obligates the seller
to deliver such position.

A stock index future obligates the seller to deliver (and the purchaser to take)
an amount of cash equal to a specific dollar amount times the difference between
the value of a specific  stock index at the close of the last trading day of the
contract and the price at which the agreement is made.  No physical  delivery of
the underlying  stocks in the index is made.  With respect to stock indexes that
are permitted  investments,  the Portfolio  intends to purchase and sell futures
contracts  on the stock  index  for  which it can  obtain  the best  price  with
considerations  also given to  liquidity.  While  incidental  to its  securities
activities, the Portfolio may use index futures as a substitute for a comparable
market position in the underlying securities.

The risk of imperfect  correlation increases as the composition of the Portfolio
varies from the  composition of the stock index.  In an effort to compensate for
the  imperfect  correlation  of movements in the price of the  securities  being
hedged and movements in the price of the stock index futures,  the Portfolio may
buy or sell stock index  futures  contracts in a greater or lesser dollar amount
than  the  dollar  amount  of the  securities  being  hedged  if the  historical
volatility  of the stock index futures has been less or greater than that of the
securities.  Such "over  hedging" or "under  hedging" may  adversely  affect the
Portfolio's  net investment  results if market  movements are not as anticipated
when the hedge is established.

An option on a stock  index  futures  contract,  as  contrasted  with the direct
investment in such a contract,  gives the purchaser the right, in return for the
premium  paid,  to assume a position  in a stock  index  futures  contract  at a
specified exercise price at any time prior to the expiration date of the option.
The Portfolio will sell options on stock index futures contracts only as part of
closing purchase  transactions to terminate its options positions.  No assurance
can be given that such closing  transactions  can be effected or that there will
be correlation between price movements in the options on stock index futures and
price  movements  in the  Portfolio's  securities  which are the  subject of the
hedge. In addition,  the Portfolio's purchase of such options will be based upon
predictions as to anticipated market trends, which could prove to be inaccurate.

The Portfolio's use of stock index futures and options thereon will in all cases
be consistent  with  applicable  regulatory  requirements  and in particular the
rules and regulations of the Commodity  Futures  Trading  Commission and will be
entered into only for bona fide  hedging,  risk  management  or other  portfolio
management  purposes.  Typically,  maintaining a futures  contract or selling an
option thereon  requires the Portfolio to deposit with a financial  intermediary
as security  for its  obligations  an amount of cash or other  specified  assets
(initial  margin)  which  initially is typically 1% to 10% of the face amount of
the  contract  (but may be higher  in some  circumstances).  Additional  cash or
assets (variation margin) may be required to be deposited  thereafter on a daily
basis as the mark to market value of the contract fluctuates. The purchase of an
option on stock  index  futures  involves  payment  of a premium  for the 

                                       6
<PAGE>

option  without  any further  obligation  on the part of the  Portfolio.  If the
Portfolio exercises an option on a futures contract it will be obligated to post
initial margin (and  potential  subsequent  variation  margin) for the resulting
futures  position  just as it would  for any  position.  Futures  contracts  and
options thereon are generally settled by entering into an offsetting transaction
but  there  can be no  assurance  that  the  position  can be  offset  prior  to
settlement at an advantageous price, nor that delivery will occur.

The Portfolio  will not enter into a futures  contract or related option (except
for closing transactions) if, immediately  thereafter,  the sum of the amount of
its initial  margin and premiums on open futures  contracts and options  thereon
would  exceed 5% of the  Portfolio's  total  assets  (taken at  current  value);
however,  in the  case of an  option  that is  in-the-money  at the  time of the
purchase,  the  in-the-money  amount  may  be  excluded  in  calculating  the 5%
limitation.


INVESTMENT RESTRICTIONS
The investment restrictions numbered 1 through 12 below have been adopted by the
Fund with respect to each of the Portfolios as fundamental  policies.  Under the
Investment  Company Act of 1940, as amended (the "Act"), a "fundamental"  policy
may not be changed  without the vote of a "majority  of the  outstanding  voting
securities"  of the Fund,  which is  defined  in the Act as the lesser of (a) 67
percent or more of the shares  present at a Fund  meeting if the holders of more
than 50 percent of the outstanding shares of the Fund are present or represented
by proxy or (b) more than 50 percent of the  outstanding  shares.  A fundamental
policy affecting a particular Portfolio may not be changed without the vote of a
majority  of  the  outstanding  voting  securities  of the  affected  Portfolio.
Investment  restrictions  13 through 19 may be changed by vote of a majority  of
the Fund's Board of Trustees at any time.

The investment policies adopted by the Fund prohibit each Portfolio from:

1.  Purchasing  the  securities  of  any  issuer,  other  than  U.S.  Government
securities,  if as a  result  more  than  five  percent  of  the  value  of  the
Portfolio's  total  assets  would be invested in the  securities  of the issuer,
except  that up to 25 percent of the value of the  Portfolio's  (other  than the
Alger Money Market  Portfolio's)  total assets may be invested without regard to
this limitation.

2. Purchasing more than 10 percent of the voting securities of any one issuer or
more than 10  percent of the  securities  of any class of any one  issuer.  This
limitation shall not apply to investments in U.S. Government securities.

3. Selling securities short or purchasing  securities on margin, except that the
Portfolio  may obtain any  short-term  credit  necessary  for the  clearance  of
purchases  and  sales of  securities.  These  restrictions  shall  not  apply to
transactions involving selling securities "short against the box."

4. Borrowing money,  except that (a) all Portfolios other than the Alger Capital
Appreciation   Portfolio  may  borrow  for  temporary  or  emergency   (but  not
leveraging)  purposes  including the meeting of  redemption  requests that might
otherwise  require the  untimely  disposition  of  securities,  in an amount not
exceeding 10 percent of the value of the Portfolio's total assets (including the
amount borrowed)  valued at the lesser of cost or market,  less liabilities (not
including the amount  borrowed) at the time the borrowing is made; (b) the Alger
Money  Market  Portfolio  and  the  Alger  Balanced   Portfolio  may  engage  in
transactions  in  reverse  repurchase  agreements;  and  (c) the  Alger  Capital
Appreciation  Portfolio  may borrow  from banks for  investment  purposes as set
forth in the  Prospectus.  Whenever  borrowings  described  in (a)  exceed  five
percent of the value of the Portfolio's  total assets,  the Portfolio other than
the  Alger  Capital   Appreciation   Portfolio  will  not  make  any  additional
investments.  Immediately  after any  borrowing,  including  reverse  repurchase
agreements,  the  Portfolio  will maintain  asset  coverage of not less than 300
percent with respect to all borrowings.

5. Pledging,  hypothecating,  mortgaging or otherwise  encumbering  more than 10
percent of the value of the  Portfolio's  total assets except in connection with
borrowings  as  noted in 4(c)  above.  These  restrictions  shall  not  apply to
transactions   involving  reverse  repurchase  agreements  or  the  purchase  of
securities subject to firm commitment agreements or on a when-issued basis.

6.  Issuing  senior  securities,  except  that the  Alger  Capital  Appreciation
Portfolio may borrow from banks for investment purposes so long as the Portfolio
maintains the required asset coverage.

7. Underwriting the securities of other issuers, except insofar as the Portfolio
may be deemed to be an underwriter under the Securities Act of 1933, as amended,
by virtue of disposing of portfolio securities.

8. Making loans to others, except through purchasing qualified debt obligations,
lending portfolio securities or entering into repurchase agreements.

9. Investing in securities of other investment companies,  except as they may be
acquired  as part of a merger,  

                                       7
<PAGE>

consolidation, reorganization, acquisition of assets or offer of exchange.

10. Purchasing any securities that would cause more than 25 percent of the value
of the  Portfolio's  total  assets to be invested in the  securities  of issuers
conducting their principal  business  activities in the same industry;  provided
that (a) there shall be no limit on the purchase of U.S. Government  securities,
and (b)  there  shall be no limit on the  purchase  by the  Alger  Money  Market
Portfolio of obligations issued by bank and thrift institutions described in the
Prospectus and this Statement of Additional Information.

11.  Investing  in  commodities,  except  that the  Alger  Capital  Appreciation
Portfolio may purchase or sell stock index futures contracts and related options
thereon if, thereafter,  no more than 5 percent of its total assets are invested
in margin and premiums.

12.  Investing more than 10 percent (15 percent in the case of the Alger Capital
Appreciation  Portfolio) of its net assets in  securities  which are illiquid by
virtue  of legal or  contractual  restrictions  on resale  or the  absence  of a
readily  available  market.  However,   securities  with  legal  or  contractual
restrictions  on resale may be purchased by the Alger Money Market  Portfolio if
they are determined to be liquid, and such purchases would not be subject to the
10  percent  limit  stated  above.  The  Board of  Trustees  will in good  faith
determine the specific types of securities  deemed to be liquid and the value of
such securities held in the Alger Money Market Portfolio. The Alger Money Market
Portfolio  will not purchase time deposits  maturing in more than seven calendar
days and will limit to no more than 10 percent of its assets its  investment  in
time deposits  maturing in excess of two business days,  together with all other
illiquid securities.

13.  Purchasing  or selling  real  estate or real estate  limited  partnerships,
except that the  Portfolio  may  purchase  and sell  securities  secured by real
estate,  mortgages  or  interests  therein  and  securities  that are  issued by
companies that invest or deal in real estate.

14. Writing or selling puts, calls, straddles,  spreads or combinations thereof,
except that the Alger Capital Appreciation Portfolio may invest in options.

15. Investing in oil, gas or other mineral, exploration or development programs,
except that the Portfolio may invest in the  securities of companies that invest
in or sponsor those programs.

16. Purchasing any security if, as a result,  the Portfolio would then have more
than  five  percent  of its total  assets  invested  in  securities  of  issuers
(including  predecessors)  that have been in continual  operation  for less than
three years.  This limitation shall not apply to investments in U.S.  Government
securities.

17. Making investments for the purpose of exercising control or management.

18. Investing in warrants,  except that the Portfolio may invest in warrants if,
as a result,  the investments  (valued at the lower of cost or market) would not
exceed five  percent of the value of the  Portfolio's  net assets,  of which not
more than two percent of the  Portfolio's net assets may be invested in warrants
not listed on a recognized  domestic stock  exchange.  Warrants  acquired by the
Portfolio as part of a unit or attached to securities at the time of acquisition
are not subject to this limitation.

19. Purchasing or retaining the securities of any issuer if, to the knowledge of
the  Fund,  any of the  officers,  directors  or  trustees  of the Fund or Alger
Management  individually owns more than .5 percent of the outstanding securities
of the issuer and together they own  beneficially  more than five percent of the
securities.

As of April  29,  1994,  shares  of the  Alger  Growth  Portfolio,  Alger  Small
Capitalization  Portfolio and Alger MidCap Growth  Portfolio were registered for
sale  in  Germany.   As  long  as  the  Alger  Growth  Portfolio,   Alger  Small
Capitalization  Portfolio  and Alger MidCap Growth  Portfolio are  registered in
Germany, these Portfolios may not without prior approval of their shareholders:

   a. Invest in the  securities  of any other  domestic  or  foreign  investment
      company or investment  fund except in connection  with a plan of merger or
      consolidation  with or acquisition of substantially all the assets of such
      other investment company or investment fund;

   b. Purchase  or sell real  estate or any  interest  therein,  and real estate
      mortgage  loans,  except that the  Portfolios  may invest in securities of
      corporate or  governmental  entities  secured by real estate or marketable
      interests  therein or  securities  issued by  companies  (other  than real
      estate limited partnerships, real estate investment trusts and real estate
      funds) that invest in real estate or interests therein;

   c. Borrow  money,  except for  temporary  or emergency  (but not  leveraging)
      purposes including the meeting of redemption requests that might otherwise
      require the untimely disposition of securities, in an amount not exceeding
      10 percent of the value of the  Portfolio's  total assets  (including  the
      amount 

                                       8
<PAGE>

      borrowed)  valued at the lesser of cost or market,  less  liabilities (not
      including the amount borrowed) at the time the borrowing is made;

   d. Pledge, hypothecate, mortgage or otherwise encumber their assets except to
      secure indebtedness permitted under section c.;

   e. Purchase securities on margin or make short sales; or;

   f. Redeem their securities in kind.

These Portfolios will comply with the more restrictive  policies required by the
German regulatory  authorities,  as stated above, as long as such Portfolios are
registered in Germany.

Except  in the  case of the 300  percent  limitation  set  forth  in  Investment
Restriction  No.  4,  the  percentage  limitations  contained  in the  foregoing
restrictions  apply at the time of the  purchase of the  securities  and a later
increase or decrease in percentage  resulting from a change in the values of the
securities  or in the amount of the  Portfolio's  assets will not  constitute  a
violation of the restriction.

PORTFOLIO TRANSACTIONS
Decisions  to buy and sell  securities  and other  financial  instruments  for a
Portfolio are made by Alger  Management,  which also is responsible  for placing
these  transactions,  subject  to the  overall  review  of the  Fund's  Board of
Trustees.  Although  investment  requirements  for each  Portfolio  are reviewed
independently  from those of the other accounts  managed by Alger Management and
those of the other  Portfolios,  investments of the type the Portfolios may make
may also be made by these other accounts or Portfolios. When a Portfolio and one
or more other Portfolios or accounts managed by Alger Management are prepared to
invest  in,  or desire to  dispose  of,  the same  security  or other  financial
instrument,  available  investments or opportunities for sales will be allocated
in a manner believed by Alger Management to be equitable to each. In some cases,
this procedure may affect adversely the price paid or received by a Portfolio or
the size of the position obtained or disposed of by a Portfolio.

Transactions  in equity  securities  are in many cases  effected  on U. S. stock
exchanges and involve the payment of negotiated brokerage commissions.  There is
generally  no  stated  commission  in  the  case  of  securities  traded  in the
over-the-counter markets, but the prices of those securities include undisclosed
commissions  or mark-ups.  Purchases and sales of money market  instruments  and
debt  securities  usually  are  principal  transactions.  These  securities  are
normally  purchased  directly from the issuer or from an  underwriter  or market
maker for the  securities.  The cost of securities  purchased from  underwriters
includes  an  underwriting  commission  or  concession  and the  prices at which
securities are purchased from and sold to dealers include a dealer's  mark-up or
mark-down. U. S. Government securities are generally purchased from underwriters
or dealers,  although  certain  newly-issued U. S. Government  securities may be
purchased  directly  from the U. S.  Treasury  or from  the  issuing  agency  or
instrumentality.

To the extent consistent with applicable provisions of the Act and the rules and
exemptions  adopted  by the  Securities  and  Exchange  Commission  (the  "SEC")
thereunder,  as well as  other  regulatory  requirements,  the  Fund's  Board of
Trustees has determined  that portfolio  transactions  will be executed  through
Fred Alger & Company,  Incorporated  ("Alger Inc.") if, in the judgment of Alger
Management,  the use of Alger Inc. is likely to result in price and execution at
least  as  favorable  as  those of other  qualified  broker-dealers  and if,  in
particular  transactions,  Alger  Inc.  charges  the  Portfolio  involved a rate
consistent  with that charged to  comparable  unaffiliated  customers in similar
transactions.  Such  transactions will be fair and reasonable to the Portfolio's
shareholders.  Over-the-counter purchases and sales are transacted directly with
principal  market  makers  except  in those  cases in which  better  prices  and
executions may be obtained  elsewhere.  Principal  transactions  are not entered
into with  affiliates of the Fund except  pursuant to exemptive  rules or orders
adopted by the SEC.

In selecting brokers or dealers to execute portfolio transactions on behalf of a
Portfolio, Alger Management seeks the best overall terms available. In assessing
the best overall terms  available for any  transaction,  Alger  Management  will
consider the factors it deems  relevant,  including the breadth of the market in
the  investment,  the  price of the  investment,  the  financial  condition  and
execution  capability  of the  broker or dealer  and the  reasonableness  of the
commission,  if any, for the specific  transaction and on a continuing basis. In
addition,  Alger  Management is  authorized,  in selecting  parties to execute a
particular  transaction and in evaluating the best overall terms  available,  to
consider  the  brokerage  and research  services,  as those terms are defined in
section 28(e) of the Securities  Exchange Act of 1934, provided to the Portfolio
involved, the other Portfolios and/or other accounts over which Alger Management
or its affiliates exercise investment  discretion.  The Fund will consider sales
of its  shares  as a  factor  in the  selection  of  broker-dealers  to  execute
over-the-counter  transactions,  subject to the  requirements  of best price and
execution.  Alger Management's fees under 

                                       9
<PAGE>

   
its  agreements  with the  Portfolios are not reduced by reason of its receiving
brokerage and research  service.  The Fund's Board of Trustees will periodically
review the  commissions  paid by the Portfolios to determine if the  commissions
paid over  representative  periods of time are  reasonable  in  relation  to the
benefits  inuring to the  Portfolios.  During the fiscal years ended October 31,
1993,  1994,  and 1995,  the Fund paid an aggregate of  approximately  $592,256,
$765,940  and  $799,446  respectively,   in  commissions  to  broker-dealers  in
connection  with portfolio  transactions,  100% of which was paid to Alger Inc.,
except that $2,156 was paid to other brokers in 1994. Alger Inc. does not engage
in  principal   transactions  with  the  Fund  and,  accordingly,   received  no
compensation  in connection  with  securities  purchased or sold in that manner,
which include securities traded in the  over-the-counter  markets,  money market
investments and most debt securities.
    


NET ASSET VALUE

The  Prospectus  discusses  the  time at  which  the  net  asset  values  of the
Portfolios are determined  for purposes of sales and  redemptions.  The New York
Stock  Exchange is  currently  open on each Monday  through  Friday,  except (i)
January  1st,  Presidents'  Day (the third  Monday in  February),  Good  Friday,
Memorial Day (the last Monday in May),  July 4th, Labor Day (the first Monday in
September), Thanksgiving Day (the fourth Thursday in November) and December 25th
and  (ii)  the  preceding  Friday  when  any one of  those  holidays  falls on a
Saturday,  or the  subsequent  Monday when any one of those  holidays falls on a
Sunday.  The following is a description  of the  procedures  used by the Fund in
valuing the Portfolio's assets.

The assets of the  Portfolios  other than the Alger Money Market  Portfolio  are
generally valued on the basis of market  quotations.  Securities whose principal
market is on an  exchange  or in the  over-the-counter  market are valued at the
last  reported  sales price or, in the absence of  reported  sales,  at the mean
between  the bid and asked  price or, in the  absence  of a recent  bid or asked
price,  the  equivalent  as obtained from one or more of the major market makers
for the securities to be valued.  Bonds and other fixed income securities may be
valued on the basis of prices  provided  by a pricing  service  when the  Fund's
Board of Trustees  believes  that these prices  reflect the fair market value of
the  securities.  Other  investments  and  other  assets,  including  restricted
securities and securities for which market quotations are not readily available,
are valued at fair  value  under  procedures  approved  by the  Fund's  Board of
Trustees. Short-term securities with maturities of 60 days or less are valued at
amortized cost, as described below,  which  constitutes fair value as determined
by the Fund's Board of Trustees.

The valuation of the  securities  held by the Alger Money Market  Portfolio,  as
well as money market  instruments with maturities of 60 days or less held by the
other  Portfolios,  is based on their  amortized  cost  which does not take into
account  unrealized  capital gains or losses.  Amortized cost valuation involves
initially  valuing an instrument at its cost and thereafter  assuming a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument.  Although this
method  provides  certainty in valuation,  it may result in periods during which
value,  as  determined  by amortized  cost,  is higher or lower than the price a
Portfolio would receive if it sold the instrument.

The Alger Money Market  Portfolio's  use of the amortized cost method of valuing
its  securities is permitted by a rule adopted by the SEC.  Under this rule, the
Portfolio must maintain a dollar-weighted  average portfolio maturity of 90 days
or less, purchase only instruments having remaining  maturities of less than 397
days, as determined in accordance  with the  provisions of the rule,  and invest
only in securities determined by Alger Management,  acting under the supervision
of the Fund's  Board of Trustees,  to be of high  quality  with  minimal  credit
risks.

Pursuant  to the  rule,  the  Fund's  Board of  Trustees  also  has  established
procedures designed to stabilize,  to the extent reasonably possible,  the Alger
Money  Market  Portfolio's  price per share as computed for the purpose of sales
and  redemptions at $1.00.  These  procedures  include review of the Portfolio's
holdings  by the  Fund's  Board  of  Trustees,  at such  intervals  as it  deems
appropriate,  to determine whether the Portfolio's net asset value calculated by
using available market quotations or market equivalents  deviates from $1.00 per
share based on amortized cost.

The rule also provides that the extent of any deviation  between the Portfolio's
net asset value based on available market  quotations or market  equivalents and
$1.00 per share net asset value based on amortized  cost must be examined by the
Fund's Board of Trustees.  In the event the Fund's Board of Trustees  determines
that a deviation  exists that may result in  material  dilution or other  unfair
results to investors or existing  shareholders,  pursuant to the rule the Fund's
Board of Trustees must cause the Portfolio to take such corrective action as the
Fund's  Board of  Trustees  regards as  necessary  and  appropriate,  including:

                                       10
<PAGE>

selling  portfolio  instruments  prior to maturity to realize  capital  gains or
losses or to shorten average portfolio maturity, withholding dividends or paying
distributions  from  capital  or  capital  gains,  redeeming  shares  in kind or
establishing net asset value per share by using available market quotations.

PURCHASES

Shares  of  the  Portfolios  are  offered  continuously  by  the  Fund  and  are
distributed on a best efforts basis by Alger Inc. as principal  underwriter  for
the Fund pursuant to a distribution  agreement (the  "Distribution  Agreement").
Under  the  Distribution  Agreement,  Alger  Inc.  bears all  selling  expenses,
including the costs of advertising and of printing prospectuses and distributing
them to prospective shareholders.

DISTRIBUTION PLAN
To reimburse Alger Inc. for the distribution expenses it bears in respect of the
Alger Small  Capitalization  Portfolio,  the Alger MidCap Growth Portfolio,  the
Alger Growth  Portfolio,  the Alger  Balanced  Portfolio  and the Alger  Capital
Appreciation   Portfolio,   the  Fund  has  adopted  an  Amended  and   Restated
Distribution   Plan  (the  "Plan")   pursuant  to  Rule  12b-1  under  the  Act.

Distribution  expenses  covered under the Plan may include  payments made to and
expenses  of  persons  who are  engaged  in,  or  provide  support  services  in
connection with, the distribution of the Portfolio's  shares, such as, answering
routine telephone  inquiries for prospective  shareholders;  compensation in the
form of sales concessions and continuing compensation paid to securities dealers
whose  customers hold shares of the Portfolio;  costs related to the formulation
and  implementation  of marketing and promotional  activities,  including direct
mail promotions and television,  radio, newspaper, magazine and other mass media
advertising;  costs of printing  and  distributing  prospectuses  and reports to
prospective shareholders of the Portfolio; costs involved in preparing, printing
and  distributing  sales  literature  for the  Portfolio;  and costs involved in
obtaining whatever  information,  analyses and reports with respect to marketing
and  promotional  activities  on behalf  of the  Portfolio  that the Fund  deems
advisable.

It is anticipated that  distribution  expenses incurred by Alger Inc. during the
early years of a Portfolio's  operations will exceed the assets of the Portfolio
available for  reimbursement  under the Plan, while it is possible that in later
years the  converse  may be true.  Distribution  expenses  incurred in a year in
respect of a Portfolio in excess of contingent  deferred sales charges  received
by Alger Inc.  relating to  redemptions  of shares of the Portfolio  during that
year and .75 percent of the Portfolio's  average daily net assets may be carried
forward and sought to be reimbursed in future years.  Interest at the prevailing
broker  loan rate may be charged to the  applicable  Portfolio  on any  expenses
carried  forward and those  expenses and  interest  will be reflected as current
expenses on the  Portfolio's  statement of operations  for the year in which the
amounts become  accounting  liabilities,  which is anticipated to be the year in
which these amounts are actually paid. Although the Fund's Board of Trustees may
change this policy, it is currently  anticipated that payments under the Plan in
a year will be applied first to distribution  expenses incurred in that year and
then, up to the maximum amount permitted under the Plan, to previously  incurred
but unreimbursed expenses carried forward and interest thereon.

Alger Inc.  has  acknowledged  that  payments  under the Plan are subject to the
approval of the Fund's Board of Trustees and that no Portfolio is  contractually
obligated to make payments in any amount or at any time,  including  payments in
reimbursement  of Alger Inc. for expenses  and  interest  thereon  incurred in a
prior year.

   
Under its terms,  the Plan  remains in effect from year to year,  provided  such
continuance  is  approved  annually  by vote of the  Fund's  Board of  Trustees,
including a majority of the Trustees who are not interested  persons of the Fund
and who have no direct or indirect  financial  interest in the  operation of the
Plan  ("Independent  Trustees").  The  Plan  may  not  be  amended  to  increase
materially  the  amount  to be spent for the  services  provided  by Alger  Inc.
without shareholder approval,  and all material amendments of the Plan must also
be  approved  by the  Trustees in the manner  described  above.  The Plan may be
terminated  at  any  time,  without  penalty,  by  vote  of a  majority  of  the
Independent  Trustees  or,  with  respect  to any  Portfolio  to which  the Plan
relates,  by a vote of a majority of the  outstanding  voting  securities of the
Portfolio,  on not more than thirty days'  written  notice to any other party to
the Plan. If the Plan is  terminated,  or not renewed with respect to any one or
more  Portfolios,  it may continue in effect with respect to any Portfolio as to
which it has not been terminated,  or has been renewed.  Alger Inc. will provide
to the Board of Trustees  quarterly  reports of amounts  expended under the Plan
and the purpose for which such  expenditures  were made.  During the fiscal year
ended  October 31, 1995,  the Fund  reimbursed  $3,856,850  to Alger Inc. as the
Fund's  underwriter,  under the  provisions  of the Plan.  Alger Inc.'s  selling
expenses  during that period totaled  $9,842,827  which 
    

                                       11
<PAGE>

   
consisted  of $580,427 in printing and mailing of  prospectuses  and other sales
literature to prospective  investors;  $1,575,690 in advertising;  $6,033,408 in
compensation to dealers; $469,930 in compensation to sales personnel; $15,556 in
other  marketing  expenses;  and  $1,167,816  in  interest,  carrying  or  other
financing  charges.  If in any month,  the costs  incurred by Alger Inc.  are in
excess of the distribution expenses charged to the Portfolios, the excess may be
carried forward,  with interest,  and sought to be reimbursed in future periods.
As  of  October  31,  1995,  such  excess  carried  forward  was   approximately
$5,561,000,  $10,680,000, $118,000, $1,034,000 and $533,000 for the Alger Growth
Portfolio,  the  Alger  Small  Capitalization   Portfolio,  the  Alger  Balanced
Portfolio,  the Alger MidCap Growth Portfolio and the Alger Capital Appreciation
Portfolio, respectively.
    

SHAREHOLDER SERVICING AGREEMENT
Payments under the Shareholder  Servicing  Agreement are not tied exclusively to
the  shareholder  servicing  expenses  actually  incurred by Alger Inc.  and the
payments may exceed expenses actually incurred by Alger Inc. The Fund's Board of
Trustees evaluates the  appropriateness of the Shareholder  Servicing  Agreement
and its  payment  terms on a  continuing  basis  and in doing so  considers  all
relevant  factors,  including  expenses  borne by Alger Inc.  and the amounts it
receives under the Shareholder Servicing Agreement.

EXPENSES OF THE FUND
Each Portfolio will bear its own expenses. Operating expenses for each Portfolio
generally  consist  of all costs  not  specifically  borne by Alger  Management,
including  investment  management  fees,  fees for  necessary  professional  and
brokerage  services,  costs of regulatory  compliance and costs  associated with
maintaining  legal existence and  shareholder  relations.  In addition,  certain
Portfolios may reimburse Alger Inc. for expenses incurred in distributing  their
shares  and may  compensate  Alger  Inc.  for  servicing  shareholder  accounts.
Fundwide expenses not identifiable to any particular Portfolio will be allocated
in a manner  deemed fair and  equitable by the Board of  Trustees.  From time to
time, Alger Management, in its sole discretion and as it deems appropriate,  may
assume  certain  expenses of one or more of the Portfolios  while  retaining the
ability to be reimbursed by the  applicable  Portfolio for such amounts prior to
the end of the fiscal year. This will have the effect of lowering the applicable
Portfolio's  overall expense ratio and of increasing yield to investors,  or the
converse,  at the time such amounts are assumed or  reimbursed,  as the case may
be.  Alger  Management  will not be  reimbursed  for such amounts if such action
would violate the provisions of any applicable state securities laws relating to
the limitation of the applicable Portfolio's expenses.

PURCHASES THROUGH PROCESSING ORGANIZATIONS
When shares are purchased this way, the Processing Organization, rather than its
customer,  may be the  shareholder of record of the shares.  The minimum initial
and subsequent investments in the Portfolios for shareholders who invest through
a Processing Organization will be set by the Processing Organization. Processing
Organizations  may charge  their  customers a fee in  connection  with  services
offered to customers.

TELEPURCHASE PRIVILEGE
The price the shareholder will receive will be the price next computed after the
Transfer Agent receives the investment  from the  shareholder's  bank,  which is
normally two banking  days.  While there is no charge to  shareholders  for this
service,  a charge of $10.00 will be deducted from a shareholder's  Fund account
in case of  insufficient  funds.  This  privilege  may be terminated at any time
without  charge or penalty by the  shareholder,  the Fund, the Transfer Agent or
Alger Inc.

AUTOMATIC INVESTMENT PLAN
While there is no charge to  shareholders  for this service,  a charge of $10.00
will be deducted from a  shareholder's  Fund account in the case of insufficient
funds. A shareholder's  Automatic  Investment Plan may be terminated at any time
without  charge or penalty by the  shareholder,  the Fund, the Transfer Agent or
Alger Inc.

AUTOMATIC EXCHANGE PLAN
There is no charge to shareholders for this service.  A shareholder's  Automatic
Exchange  Plan may be  terminated  at any time without  charge or penalty by the
shareholder,  the  Fund,  the  Transfer  Agent  or  Alger  Inc.  The  Plan  will
automatically  be terminated if the automatic  exchange amount exceeds the Money
Market Portfolio balance.

REDEMPTIONS
The right of redemption of shares of a Portfolio may be suspended or the date of
payment  postponed for more than seven days (a) for any periods during which the
New York Stock Exchange (the "NYSE") is closed (other than for customary weekend
and holiday  closings),  (b) when trading in the markets the Portfolio  normally
utilizes is restricted, or an emergency, as defined by the rules and regulations
of  the  SEC,  exists,  making  disposal  of  the  Portfolio's   investments  or
determination of its net asset value not reasonably  practicable or (c) for such
other  

                                       12
<PAGE>

periods  as  the  SEC  by  order  may  permit  for   protection  of  the  Fund's
shareholders.

   
CHECK REDEMPTION PRIVILEGE
Unless investors elect otherwise, checks drawn on jointly-owned accounts will be
honored with the signature of either of the joint owners. Shareholders should be
aware that use of the check redemption procedure does not give rise to a banking
relationship  between the  shareholder  and the  Transfer  Agent,  which will be
acting solely as transfer agent for the Portfolio.  When a check is presented to
the Transfer Agent for payment,  the Transfer  agent,  as the investor's  agent,
will cause the Fund to redeem a sufficient  number of shares from the investor's
account to cover the amount of the check.
    

An investor may expedite a redemption of shares by delivering  redemption checks
directly to Alger Shareholder Services,  Inc., 13th Floor, 30 Montgomery Street,
Jersey City, New Jersey, in which case a check issued by the Transfer Agent will
be mailed or made  available on the next  business day. In order for an investor
to have a proceeds  check  mailed or made  available at the  Transfer  Agent,  a
letter requesting the redemption,  or a properly executed stock power form, with
the  investor's  signature  guaranteed  as described in the  Prospectus  must be
delivered to the Transfer Agent with the redemption check.

Shares for which  stock  certificates  have been  issued may not be  redeemed by
check.  An  investor's  account  with the Alger Money Market  Portfolio  will be
reduced by any contingent  deferred sales charge  applicable to any  redemption,
including a redemption by check. The check redemption  privilege may be modified
or terminated at any time by the Fund or by the Transfer Agent.

REDEMPTIONS IN KIND
The  Prospectus  states  that  payment for shares  tendered  for  redemption  is
ordinarily  made  in  cash.  However,  if the  Board  of  Trustees  of the  Fund
determines  that it would be  detrimental  to the best interest of the remaining
shareholders  of the  Portfolio to make payment of a redemption  order wholly or
partly in cash,  the  Portfolio may pay the  redemption  proceeds in whole or in
part by a distribution  "in kind" of securities  from the Portfolio,  in lieu of
cash,  in  conformity  with  applicable  rules of the  Securities  and  Exchange
Commission.  The Fund has  elected to be  governed  by Rule 18f-1 under the Act,
pursuant to which a Portfolio is obligated to redeem shares solely in cash up to
the  lesser of  $250,000  or 1% of the net  assets of the  Portfolio  during any
90-day  period for any one  shareholder.  If shares are  redeemed  in kind,  the
redeeming  shareholder  might  incur  brokerage  or other  costs in selling  the
securities for cash. The method of valuing  securities used to make  redemptions
in kind will be the same as the  method  the Fund  uses to value  its  portfolio
securities and such  valuation will be made as of the time the redemption  price
is determined.

CERTAIN WAIVERS OF THE CONTINGENT DEFERRED SALES CHARGE
The contingent  deferred sales change imposed on redemptions of Fund shares will
be waived in certain instances,  including (a) redemptions of shares held at the
time  a  shareholder  dies  or  becomes  disabled,  including  the  shares  of a
shareholder  who owns the shares  with his or her spouse as joint  tenants  with
right of survivorship, provided that the redemption is requested within one year
after the death or initial  determination of disability,  and (b) redemptions in
connection  with the following  retirement plan  distributions:  (i) lump-sum or
other  distributions  from  a  qualified  corporate  or  Keogh  retirement  plan
following retirement,  termination of employment, death or disability (or in the
case of a five percent  owner of the employer  maintaining  the plan,  following
attainment of age 59l/2); (ii) lump-sum or other distributions to a five percent
owner of the employer  maintaining  the plan following  attainment of age 70l/2;
(iii)  distributions from an Individual  Retirement Account ("IRA") or custodial
account under Section 403(b)(7) of the Internal Revenue Code of 1986,  following
attainment of age 59l/2; and (iv) a tax-free return of an excess contribution to
an IRA.  For  purposes of the waiver  described  in (a) above,  a person will be
deemed  "disabled" if the person is unable to engage in any substantial  gainful
activity by reason of any medically  determinable  physical or mental impairment
that  can  be  expected  to  result  in  death  or to be of  long-continued  and
indefinite duration.

REINVESTMENT PRIVILEGE
A  shareholder  who has redeemed  shares in the Fund may reinvest all or part of
the  redemption  proceeds  in the Fund and  receive a credit for any  contingent
deferred sales charge paid on the redemption,  provided the reinvestment is made
within  30  days  after  the  redemption.  This  reinvestment  privilege  may be
exercised  only once by a shareholder.  Reinvestment  will not alter any capital
gains  tax  payable  on the  redemption  and a loss may not be  allowed  for tax
purposes.

SYSTEMATIC WITHDRAWAL PLAN
A  systematic   withdrawal  plan  (the   "Withdrawal   Plan")  is  available  to
shareholders  who own shares of a Portfolio with a value  exceeding  $10,000 and
who wish to receive  specific  amounts of cash  periodically.  Withdrawals of at
least $50 monthly (but no more than one percent of the value of a  shareholder's
shares in the Portfolio) 

                                       13
<PAGE>

may be made  under  the  Withdrawal  Plan by  redeeming  as many  shares  of the
Portfolio as may be necessary to cover the stipulated withdrawal payment. To the
extent that withdrawals  exceed  dividends,  distributions and appreciation of a
shareholder's  investment  in the  Portfolio,  there will be a reduction  in the
value of the  shareholder's  investment  and continued  withdrawal  payments may
reduce the  shareholder's  investment  and  ultimately  exhaust  it.  Withdrawal
payments should not be considered as income from investment in a Portfolio.

Shareholders  who wish to participate in the Withdrawal  Plan and who hold their
shares in  certificated  form  must  deposit  their  share  certificates  of the
Portfolio from which withdrawals will be made with Alger  Shareholder  Services,
Inc., as agent for Withdrawal Plan members.  All dividends and  distributions on
shares in the Withdrawal Plan are automatically reinvested at net asset value in
additional  shares  of  the  Portfolio  involved.   For  additional  information
regarding the Withdrawal Plan, contact the Fund.

EXCHANGES
FOR  SHAREHOLDERS  MAINTAINING  AN ACTIVE  ACCOUNT ON OCTOBER 17,  1992.  Shares
acquired in an exchange  are deemed to have been  purchased on the date on which
the shares given in exchange were purchased;  thus, an exchange would not affect
the running of the six-year holding period. The contingent deferred sales charge
would  not  apply  to  an   exchange  of  shares  of  one  of  the  Alger  Small
Capitalization   Portfolio,   the  Alger  Midcap  Portfolio,  the  Alger  Growth
Portfolio,  the  Alger  Balanced  Portfolio  or the Alger  Capital  Appreciation
Portfolio (collectively,  the "Charge Portfolios") for shares of the Alger Money
Market  Portfolio,  but  redemptions  of shares of that  Portfolio  acquired  by
exchange from one or more of the Charge  Portfolios are subject to the charge on
the same terms as the shares  given in  exchange.  If shares of the Alger  Money
Market Portfolio are exchanged for shares of any of the Charge  Portfolios,  any
later  redemptions  of those  shares would be subject to the charge based on the
period of time since the shares given in exchange were purchased.

The following example illustrates the operation of the contingent deferred sales
charge  prior to October  17,  1992.  Assume  that on the first day of year 1 an
investor  purchases $1,000 of shares of each of the Alger Money Market Portfolio
and the Alger  Growth  Portfolio.  The  shareholder  may at any time  redeem the
shares of the Alger Money Market Portfolio without  imposition of the charge. If
in year 3 the shareholder  redeems all the shares of the Alger Growth  Portfolio
purchased in year 1, a charge of three percent of the current net asset value of
those shares would be imposed on the redemption.  The  shareholder  could redeem
without  imposition of the charge any of his shares of that  Portfolio that were
purchased through  reinvestment of dividends and capital gains  distributions as
well as an amount of shares not exceeding any increase in the net asset value of
the $1,000 of shares  originally  purchased.  The shareholder  could also at any
time  exchange the shares of the Alger Growth  Portfolio for shares of any other
Portfolio without imposition of the charge. If those shares were later redeemed,
however,  the redemption would be subject to the charge based on the current net
asset  value of the shares and the  period of time since the  original  purchase
payment was made (with adjustments for partial exchanges and redemptions and any
accretions  in the  shareholder's  account by reason of  increases  in net asset
value and  reinvestment  of dividends and capital gains  distributions).  If the
foregoing  exchange were made by the  shareholder  for additional  shares of the
Alger  Money  Market  Portfolio,  any  subsequent  redemption  of shares of that
Portfolio  would be deemed to have been made  first from the $1,000 of shares of
the Alger Money Market Portfolio  originally  purchased in year 1, which are not
subject to the charge, and then from the shares acquired in the exchange,  which
are subject to the charge.  If instead the  shareholder  exchanged the shares of
the Alger Money Market Portfolio  originally  purchased in year 1 for additional
shares of the Alger Growth  Portfolio  (or of the other Charge  Portfolios)  any
later  redemption  of those shares would be subject to the charge in  accordance
with the foregoing rules based on the period of time since the original purchase
payment was made.  Thus,  the period of time shares were held in the Alger Money
Market Portfolio would be counted toward the six-year holding period.

FOR NEW  SHAREHOLDERS  OPENING AN ACCOUNT  AFTER  OCTOBER  17,  1992.  Effective
October 17,  1992,  new  shareholders  of the Fund are subject to the  following
terms and conditions  regarding the exchange of shares of the Fund's Portfolios.
No contingent  deferred sales charge is assessed in connection with exchanges at
any time.  In addition,  no charge is imposed on the  redemption  of  reinvested
dividends or capital gains  distributions or on increases in the net asset value
of shares of a  Portfolio  above  purchase  payments  made with  respect to that
Portfolio during the six-year holding period. A contingent deferred sales charge
is assessed on redemptions  of shares of the Charge  Portfolios and of shares of
the Alger Money Market  Portfolio that have been acquired 

                                       14
<PAGE>

in exchange for shares of a Charge Portfolio, based solely on the period of time
the shares are retained in the Charge Portfolio. Thus, the period of time shares
are held in the Alger Money  Market  Portfolio  will not be counted  towards the
six-year holding period.

The following examples illustrate the operation of the contingent deferred sales
charge for accounts  opened after  October 17, 1992:  (1) An investor  purchases
shares of the Alger Growth  Portfolio  on the first day of year 1 and  exchanges
those shares for shares of the Alger Money Market Portfolio in year 2. No charge
is assessed at the time of the exchange.  If in year 4 the  shareholder  redeems
all the shares, a charge of four percent of the current net asset value of those
shares would be imposed on the redemption based on the period of time the shares
were  retained in the Alger Growth  Portfolio.  The time period during which the
shares of the Alger Money Market  Portfolio  are held is not  included  when the
amount  of the  charge is  calculated.  The  shareholder  could  redeem  without
imposition  of  the  charge  any of  his  shares  that  were  purchased  through
reinvestment of dividends and capital gains  distributions  as well as an amount
of shares not  exceeding  any  increase in the net asset  value of the  original
purchase. (2) An investor purchase shares of the Alger Money Market Portfolio on
the first  day of year 1 and  exchanges  those  shares  for  shares of the Alger
Growth  Portfolio  on the first day of year 2. No charge is assessed at the time
of the exchange.  If in year 4 the shareholder  redeems all the shares, a charge
of three percent of the current net asset value of those shares would be imposed
on the  redemption  based on the period of time the shares were  retained in the
Alger  Growth  Portfolio.  The time period  during which the shares of the Alger
Money Market Portfolio are held is not included when the amount of the charge is
calculated. The shareholder could redeem without imposition of the charge any of
his shares that were  purchased  through  reinvestment  of dividends and capital
gains distributions as well as an amount of shares not exceeding any increase in
the net asset value of the original purchase.

   
MANAGEMENT
TRUSTEES AND OFFICERS OF THE FUND
The names of the Trustees and officers of the Fund,  together  with  information
concerning their principal  business  occupations,  are set forth below. Each of
the officers of the Fund is also an officer,  and each of the Trustees is also a
director  or  trustee,  as the case may be, of  Castle  Convertible  Fund,  Inc.
("Castle"), a registered closed-end investment company, The Alger American Fund,
The Alger  Defined  Contribution  Trust and Spectra  Fund,  registered  open-end
management investment companies, for which Alger Management serves as investment
adviser.  Fred M. Alger III and David D. Alger are  "interested  persons" of the
Fund,  as defined in the Act. Fred M. Alger III and David D. Alger are brothers.
Unless  otherwise  noted,  the address of each  person  named below is 75 Maiden
Lane, New York, New York 10038.
    

<TABLE>
<CAPTION>
NAME, POSITION WITH
THE FUND AND ADDRESS                   PRINCIPAL OCCUPATIONS
<S>                                    <C>                                                                 
   
Fred M. Alger III                      Chairman of the Board of Alger Associates, Inc.
  Chairman of the Board                ("Associates"), Alger Inc., Alger Management, Alger Properties, Inc.
                                       ("Properties"), Alger Shareholder Services, Inc. ("Services"), Alger Life Insurance Agency,
                                       Inc. ("Agency") and Analysts Resources, Inc. ("ARI").


David D. Alger                         President and Director of Associates, Alger Management, Alger Inc.,
  President and Trustee                Properties, Services and Agency; Executive Vice President and Director
                                       of ARI.

Gregory S. Duch                        Executive Vice President, Treasurer and Director of Alger Management
  Treasurer                            and Properties; Executive Vice President and Treasurer of Associates, 
                                       Alger Inc., ARI, Services and Agency.

Frederick A. Blum                      Senior Vice President of Associates, Alger Management, Alger Inc.,
  Assistant Secretary                  Properties, ARI, Services and Agency.
    
                                       15
<PAGE>

NAME, POSITION WITH
THE FUND AND ADDRESS                   PRINCIPAL OCCUPATIONS

Arthur M. Dubow                        President of Fourth Estate, Inc.; private investor since 1985;
  Trustee                              Director of Coolidge Investment Corporation; formerly
  P.O. Box 969                         Chairman of the Board of Institutional Shareholder Services, Inc.,
  Wainscott, NY 11975

Stephen E. O'Neil                      Of Counsel to the law firm of Baker, Nelson, Mishkin & Kohler;
  Trustee                              Private investor since 1981; Director of NovaCare, Inc., Syntro
  460 Park Avenue                      Corporation and Brown-Forman Corporation; formerly
  New York, NY 10022                   President and Vice Chairman of City Investing Company
                                       and Director of Centerre Bancorporation.

Nathan Emile Saint-Amand, M. D.        Medical doctor in private practice.
  Trustee
  2 East 88th Street
  New York, NY 10128

John T. Sargent                        Private investor since 1987; Director of River Bank America
  Trustee                              and Atlantic Mutual Insurance Co.
  14 E. 69th Street
  New York, NY 10021
</TABLE>

   
No director,  officer or employee of Alger  Management  or its  affiliates  will
receive any  compensation  from the Fund for serving as an officer or Trustee of
the Fund. The Fund pays each Trustee who is not a director,  officer or employee
of Alger  Management  or its  affiliates  a  quarterly  fee of $2,000,  which is
reduced by the proportion of the meetings not attended by the Trustee during the
quarter.

The Fund did not offer its Trustees any pension or retirement benefits during or
prior to the fiscal year ended October 31, 1995.  The following  table  provides
compensation  amounts paid to Disinterested  Trustees of the Fund for the fiscal
year ended October 31, 1995.
<TABLE>
<CAPTION>
    

                               COMPENSATION TABLE

                                                                       Total Compensation Paid to Trustees from
                                                                        The Alger Defined Contribution Trust,
                                                Aggregate                           The Alger Fund,
                                              Compensation                     The Alger American Fund,
                                                  from                    Castle Convertible Fund, Inc. and
       Name of Person, Position              The Alger Fund                       Spectra Fund, Inc.
       ------------------------             ----------------            ---------------------------------------
<S>                                              <C>                                    <C>    
   
       Arthur M. Dubow, Trustee                  $8,000                                 $28,250
       Stephen E. O'Neil, Trustee                $8,000                                 $28,250
       Nathan E. Saint-Amand, Trustee            $8,000                                 $28,250
       John T. Sargent, Trustee                  $8,000                                 $28,250
</TABLE>
    

INVESTMENT MANAGER
Alger Management serves as investment manager to each of the Portfolios pursuant
to separate  written  agreements (the "Management  Agreements").  Certain of the
services  provided by, and the fees paid by the Portfolios to, Alger  Management
under  the  Management  Agreements  are  described  in  the  Prospectus.   Alger
Management pays the salaries of all officers who are employed by both it and the
Fund.  Alger  Management has agreed to maintain office  facilities for the Fund,
furnish the Fund with  statistical and research data,  clerical,  accounting and
bookkeeping  services,  and certain other services  required by the Fund, and to
compute the net asset value,  net income and realized capital gains or losses of
the Portfolios.  Alger Management prepares semi-annual reports to the SEC and to
shareholders,  prepares  federal and state tax  returns  and filings  with state
securities commissions,  maintains the Fund's financial accounts and records and
generally  assists in all  aspects of the Fund's  operations.  Alger  Management
bears all expenses in connection  with the performance of its services under the
Management Agreements.

                                       16
<PAGE>

Alger  Management has agreed that, if in any fiscal year the aggregate  expenses
of any Portfolio  (including fees payable  pursuant to its Management  Agreement
but excluding interest, taxes, brokerage expenses,  distribution expenses and if
permitted by the relevant state securities  commissions,  certain other expenses
including  extraordinary  expenses)  exceed the expense  limitation of any state
having  jurisdiction  over the Portfolio,  Alger  Management  will reimburse the
Portfolio  for that  excess  expense to the  extent  required  by state law.  An
expense  reimbursement,  if any, will be estimated and reconciled daily and paid
on a monthly basis. At the date of this Statement of Additional Information, the
most restrictive  annual expense  limitation  applicable to any Portfolio is 2.5
percent of the Portfolio's first $30 million of average net assets,  2.0 percent
of the next $70 million of average  net assets and 1.5 percent of the  remaining
average net assets. However, under this limitation, Alger Management will not be
required  to  reimburse a Portfolio  an amount in excess of its  management  fee
earned with respect to that Portfolio.

   
During the fiscal years ended October 31, 1993, 1994 and 1995,  Alger Management
earned under the terms of the  Management  Agreements  $632,155,  $711,113,  and
$830,000,  respectively,  in  respect  of  the  Alger  Money  Market  Portfolio;
$2,095,962,  $2,359,000 and  $3,118,000,  respectively,  in respect of the Alger
Small Capitalization Portfolio; $215,997, $444,000, and $760,000,  respectively,
in  respect  of the Alger  Growth  Portfolio;  $15,791,  $26,000,  and  $27,000,
respectively,  in respect of the Alger Balanced  Portfolio.  For the period from
May 24, 1993  (commencement of operations)  through October 31, 1993 and for the
fiscal years ended October 31, 1994, and 1995, Alger  Management  earned $7,896,
$92,000, and $244,000, respectively, under the terms of the Management Agreement
in respect of the Alger  MidCap  Growth  Portfolio.  For the fiscal  years ended
October  31,  1994,  and 1995,  Alger  Management  earned  $17,000  and  $77,000
respectively,  under the terms of the  Management  Agreement  in  respect of the
Alger Capital Appreciation  Portfolio.  Some of these fees, however, were offset
in whole or in part by various expense  reimbursements and waivers.  The expense
reimbursements  and  waivers  for the fiscal  year ended  October  31,  1995 are
described  in the  Notes  to the  Financial  Statements,  which  appear  in this
Statement of Additional Information.
    

INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP serves as independent public accountants for the Fund.

TAXES
The following is a summary of selected  federal income tax  considerations  that
may  affect  the Fund and its  shareholders.  The  summary  is not  intended  to
substitute  for  individual  tax advice and investors are urged to consult their
own tax  advisers  as to the  federal,  state  and  local  tax  consequences  of
investing  in the Fund.

Each  Portfolio  intends to qualify as a "regulated  investment  company"  under
Subchapter M of the Internal  Revenue Code of 1986, as amended (the "Code").  If
qualified as a regulated  investment  company,  a Portfolio  will pay no federal
income taxes on its taxable net investment income (that is, taxable income other
than net realized  capital  gains) and its net realized  capital  gains that are
distributed to  shareholders.  To qualify under  Subchapter M, a Portfolio must,
among other  things:  (1)  distribute  to its  shareholders  at least 90% of its
taxable net investment  income and net realized  short-term  capital gains;  (2)
derive at least 90% of its gross income from dividends,  interest, payments with
respect  to loans of  securities,  gains from the sale or other  disposition  of
securities, or other income (including,  but not limited to, gains from options,
futures and forward contracts) derived with respect to the Portfolio's  business
of investing in securities;  (3) derive less than 30% of its annual gross income
from the sale or other  disposition of securities,  options,  futures or forward
contracts  held for less than three  months;  and (4)  diversify its holdings so
that, at the end of each fiscal quarter of the Portfolio (a) at least 50% of the
market value of the Portfolio's  assets is represented by cash, U.S.  Government
securities  and other  securities,  with those other  securities  limited,  with
respect  to any one  issuer,  to an amount no  greater  in value  than 5% of the
Portfolio's  total  assets  and to not more than 10% of the  outstanding  voting
securities  of the issuer,  and (b) not more than 25% of the market value of the
Portfolio's  assets is invested in the  securities of any one issuer (other than
U.S.  Government   securities  or  securities  of  other  regulated   investment
companies)  or of two or more issuers that the  Portfolio  controls and that are
determined to be in the same or similar  trades or businesses or related  trades
or businesses.  In meeting these requirements,  a Portfolio may be restricted in
the selling of  securities  held by the Portfolio for less than three months and
in the utilization of certain of the investment  techniques  described above and
in the Fund's prospectus.  As a regulated investment company,  each Portfolio is
subject  to  a  non-deductible   excise  tax  of  4%  with  respect  to  certain
undistributed  amounts of income and capital gains during the calendar year. The

                                       17
<PAGE>

Fund  expects  each  Portfolio to make  additional  distributions  or change the
timing of its distributions so as to avoid the application of this tax. Although
the Fund expects each Portfolio to make such  distributions  as are necessary to
avoid the  application of this tax,  certain of such  distributions,  if made in
January,  might be included in the taxable  income of  shareholders  in the year
ended in the previous December.

Payments  reflecting the dividend  income of the Portfolios will not qualify for
the  dividends-received  deduction for  corporations  if the Portfolio sells the
underlying stock before satisfying a 46-day holding period  requirement (91 days
for certain preferred stock). Dividends-received deductions will be allowed to a
corporate  shareholder only if similar holding period  requirements with respect
to shares of the Portfolio have been met.

In general,  any gain or loss on the redemption or exchange of Portfolio  shares
will be long-term  capital gain or loss if held by the shareholder for more than
one year,  and will be  short-term  capital gain or loss if held for one year or
less.  However,  if a shareholder  receives a distribution  taxable as long-term
capital  gain with  respect to Portfolio  shares,  and redeems or exchanges  the
shares before holding them for more than six months,  any loss on the redemption
or exchange up to the amount of the distribution  will be treated as a long-term
capital loss.

Dividends of a Portfolio's investment income and distributions of its short-term
capital  gains will be taxable as ordinary  income.  Distributions  of long-term
capital gains will be taxable as such at the appropriate rate, regardless of the
length  of time  you  have  held  shares  of the  Portfolio.  If you  receive  a
distribution  treated as long-term capital gain with respect to Fund shares, and
you redeem or exchange the shares before  holding them for more than six months,
any loss on the redemption or exchange up to the amount of the distribution will
be treated as long-term  capital loss. Only dividends that reflect a Portfolio's
income from  certain  dividend-paying  stocks  will be eligible  for the federal
dividends-received  deduction for corporate shareholders.  None of the dividends
paid  by  the  Alger  Money   Market   Portfolio   will  be  eligible   for  the
dividends-received deduction.

If a  Portfolio  is the holder of record of any stock on the record date for any
dividends payable with respect to such stock, such dividends are included in the
Portfolio's  gross  income  as of the later of (a) the date  such  stock  became
ex-dividend  with respect to such dividends  (i.e., the date on which a buyer of
the stock would not be entitled to receive the declared, but unpaid,  dividends)
or (b) the date the  Portfolio  acquired  such stock.  Accordingly,  in order to
satisfy its income distribution requirements, a Portfolio may be required to pay
dividends based on anticipated  earnings and shareholders may receive  dividends
in an earlier year than would otherwise be the case.

Investors  considering  buying shares of a Portfolio just prior to a record date
for a taxable  dividend  or  capital  gain  distribution  should be aware  that,
regardless of whether the price of the Portfolio shares to be purchased reflects
the amount of the forthcoming dividend or distribution payment, any such payment
will be a taxable dividend or distribution payment.

If a  shareholder  fails to furnish a correct  taxpayer  identification  number,
fails to fully report dividend or interest  income,  or fails to certify that he
or she has provided a correct taxpayer  identification number and that he or she
is not subject to such withholding,  then the shareholder may be subject to a 31
percent "backup  withholding tax" with respect to (i) any taxable  dividends and
distributions  and  (ii) any  proceeds  of any  redemption  of Fund  shares.  An
individual's  taxpayer  identification  number  is his or  her  social  security
number.  The 31 percent backup  withholding tax is not an additional tax and may
be credited against a shareholder's regular federal income tax liability.


CUSTODIAN AND TRANSFER AGENT
NatWest Bank N.A., 10 Exchange Place,  Jersey City, New Jersey 07302,  serves as
custodian  for the Fund pursuant to a custodian  agreement  under which it holds
the Portfolios' assets. Alger Shareholder Services,  Inc., 30 Montgomery Street,
Jersey City, New Jersey 07302, serves as transfer agent for the fund pursuant to
a  transfer  agency  agreement.   Under  the  transfer  agency  agreement  Alger
Shareholder Services,  Inc. processes purchases and redemptions of shares of the
Portfolio, maintains the shareholder account records for each Portfolio, handles
certain  communications  between  shareholders  and the Fund and distributes any
dividends and distributions payable by the Fund.


   
CERTAIN SHAREHOLDERS
Set forth below is certain information regarding significant shareholders of the
Portfolios. In the aggregate,  Alger Management (a New York corporation),  Alger
Inc. (a Delaware  corporation),  Associates  (a Delaware  corporation),  Fred M.
Alger III and  David D.  Alger  owned  beneficially  or of record  13.25% of 
    

                                       18
<PAGE>

   
the  shares  of the  Alger  Balanced  Portfolio  at  February  20,  1996.  Alger
Management is a wholly owned subsidiary of Alger Inc., which in turn is a wholly
owned  subsidiary  of  Associates.  Fred M. Alger III and David D. Alger are the
majority  shareholders  of Associates  and may be deemed to control that company
and its subsidiaries.  

The following table contains information  regarding persons who own beneficially
or of  record  five  percent  or more of the  shares  of any  Portfolio.  Unless
otherwise noted, the address of each owner is 75 Maiden Lane, New York, New York
10038.  All holdings are expressed as a percentage of a Portfolio's  outstanding
shares as of February  20, 1996 and record and  beneficial  holdings are in each
instance denoted as follows: record/beneficial.
    

<TABLE>
<CAPTION>

   
                                                                         Alger                                       Alger
                                                   Alger                MidCap                Alger                 Capital
                                                 Balanced               Growth               Growth              Appreciation
                                                 Portfolio             Portfolio            Portfolio             Portfolio
                                                 (Record/              (Record/             (Record/              (Record/
                                                Beneficial)           Beneficial)          Beneficial)           Beneficial)
                                               -------------         ------------        -------------          -------------
<S>                                            <C>                    <C>                   <C>                     <C>        

Alger Associates, Inc.
75 Maiden Lane
New York, NY 10038                            13.25%/13.25%          2.68%/2.68%              */*                   */*

Fred Alger & Company, Incorporated
30 Montgomery Street
Jersey City, NJ 07302                               */*              2.87%/2.87%              */*                   */*

Boston & Co. A/C ISPF1956532
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198                           */*                 */*                 8.12%/*                 */*

Merrill Lynch Tr Co
Ttee fbo Qualified
Retirement Plans
265 Davidson Avenue
Somerset, NJ 08873                                  */*                 */*                 7.69%/*                 */*

Charles Schwab & Co., Inc.
Special Custody Account
Att. Mutual Funds
101 Montgomery St.
San Francisco, CA 94101                             */*                 */*                 7.40%/*                 6.51%/*

Officers & Trustees
as a Group                                          */*                 */*                 */*                     */*


- -----------------------------
* Indicates shareholder owns less than 5% of the Portfolio's shares.
    
</TABLE>

                                       19
<PAGE>

ORGANIZATION
The Fund has been organized as an  unincorporated  business trust under the laws
of the Commonwealth of Massachusetts pursuant to an Agreement and Declaration of
Trust  dated  March 20, 1986 (the  "Trust  Agreement").  The Alger Money  Market
Portfolio,  Alger Small  Capitalization  Portfolio  and Alger  Growth  Portfolio
commenced  operations  on  November  11,  1986.  The  Alger  Balanced  Portfolio
commenced  operations  on  June 1,  1992,  the  Alger  MidCap  Growth  Portfolio
commenced  operations  on May  24,  1993  and  the  Alger  Capital  Appreciation
Portfolio commenced  operations on November 1, 1993. Prior to March 27, 1995 the
Alger Capital  Appreciation  Portfolio was known as the Alger  Leveraged  AllCap
Portfolio.  The word "Alger" in the Fund's name has been  adopted  pursuant to a
provision  contained  in the  Agreement  and  Declaration  of Trust.  Under that
provision,  Alger  Management  may terminate the Fund's  license to use the word
"Alger" in its name when Alger Management ceases to act as the Fund's investment
manager.

Shares do not have  cumulative  voting rights,  which means that holders of more
than 50 percent of the shares  voting for the election of Trustees can elect all
Trustees.  Shares  are  transferable  but  have  no  preemptive,  conversion  or
subscription  rights.  Shareholders  generally  vote by  Portfolio,  except with
respect to the election of Trustees  and the  ratification  of the  selection of
independent   accountants.   In  the   interest  of  economy  and   convenience,
certificates  representing shares of a Portfolio are physically issued only upon
specific written request of a shareholder.

Meetings of  shareholders  normally will not be held for the purpose of electing
Trustees  unless  and until such time as less than a  majority  of the  Trustees
holding  office have been  elected by  shareholders,  at which time the Trustees
then in office will call a  shareholders'  meeting for the election of Trustees.
Under  the  Act,  shareholders  of  record  of no less  than  two-thirds  of the
outstanding  shares of the Fund may remove a Trustee  through a  declaration  in
writing  or by vote  cast in person  or by proxy at a  meeting  called  for that
purpose. Under the Trust Agreement,  the Trustees are required to call a meeting
of shareholders for the purpose of voting on the question of removal of any such
Trustee when requested in writing to do so by the  shareholders of record of not
less than 10 percent of the Fund's outstanding shares.

Massachusetts law provides that shareholders could, under certain circumstances,
be held personally  liable for the obligations of the Fund.  However,  the Trust
Agreement  disclaims  shareholder  liability for acts or obligations of the Fund
and  requires  that  notice  of such  disclaimer  be  given  in each  agreement,
obligation or instrument entered into or executed by the fund or a Trustee.  The
Trust Agreement  provides for  indemnification  from the Fund's property for all
losses  and  expenses  of  any  shareholder  held  personally   liable  for  the
obligations of the Fund. Thus, the risk of a shareholder's  incurring  financial
loss on account of shareholder  liability is limited to  circumstances  in which
the Fund itself would be unable to meet its obligations,  a possibility that the
Fund believes is remote. Upon payment of any liability incurred by the Fund, the
shareholder  paying the  liability  will be entitled to  reimbursement  from the
general assets of the Fund. The Trustees intend to conduct the operations of the
Fund in a manner so as to avoid, as far as possible,  ultimate  liability of the
shareholders for liabilities of the Fund.

DETERMINATION OF PERFORMANCE
MONEY MARKET PORTFOLIO
The Alger Money Market  Portfolio's  "yield" and "effective  yield" described in
the Prospectus are calculated  according to formulas  prescribed by the SEC. The
Portfolio's  seven-day  "yield"  is  computed  by  determining  the net  change,
exclusive  of  capital  changes,  in the  value of a  hypothetical  pre-existing
account in the  Portfolio  having a balance of one share at the beginning of the
period,  dividing the net change in account value by the value of the account at
the  beginning  of the base  period to obtain the base period  return,  and then
multiplying the base period return by (365/7). The Portfolio's "effective yield"
is computed by compounding the  unannualized  base period return  (calculated as
above),  by adding one to it, raising the sum to a power equal to 365 divided by
seven,  and  subtracting  one  from the  result.  When the  Alger  Money  Market
Portfolio includes quotations of "yield" and "effective yield" that are based on
the income generated by an investment in the Portfolio over a thirty-day, or one
month, period, it will calculate the "yield" and "effective yield" in the manner
described above except that, in annualizing  the "yield" and "effective  yield,"
the formula  will be adjusted to reflect the proper  period.

   
For the seven-day period ended October 31, 1995, the annualized yield was 5.58%,
and the compounded effective yield was 5.73%.
    

OTHER PORTFOLIOS
The "total  return" and "yield"  described in the  Prospectus  as to each of the
Portfolios,  other than the Alger  Money  Market  Portfolio,  are also  computed
according  to formulas  prescribed  by the SEC.  These  performance  figures are
calculated in the following manner:

                                       20
<PAGE>

A. Total  Return--A  Portfolio's  average  annual total return  described in the
   Prospectus is computed according to the following formula:

                                  P (1+T)n=ERV

Where:   P =   a hypothetical initial payment of $1,000
         T =   average annual total return
         n =   number of years
       ERV =   ending  redeemable value of a hypothetical  $1,000 payment made
               at the  beginning  of the 1, 5, or 10 year  periods at the end of
               the 1, 5 and 10 year periods (or fractional portion thereof);

The average annual total returns for the Portfolios, other than the Money Market
Portfolio, for the periods indicated below were as follows:

   
                                                      Period
                                            Five       from
                                            Years    Inception
                             Year-Ended     Ended     through
                              10/31/95    10/31/95   10/31/95
                             ----------   --------   --------
Alger Small Capitalization
  Portfolio*                   41.15%      25.07%    19.85%

Alger Growth Portfolio*        32.78       24.08     15.95

Alger Balanced Portfolio     **22.61        n/a       9.17

Alger MidCap Growth
  Portfolio***                 43.32        n/a      30.28

Alger Capital Appreciation
  Portfolio+                   62.60        n/a      34.98
    
   *  Commenced operations on November 11, 1986.
  **  Commenced operations on June 1, 1992.
 ***  Commenced operations on May 24, 1993.
   +  Commenced operations on November 1, 1993.

B. Yield--a  Portfolio's  net  annualized  yield  described in the Prospectus is
   computed according to the following formula:


                           a-b      6
               YIELD = 2[(----- + 1)   - 1]
                           cd

Where:   a  = dividends and interest earned during the period.
         b  = expenses accrued for the period (net of reimbursements).
         c  = The average daily number of shares outstanding during the period
              that were entitled to receive dividends.
         d  = the maximum offering price per share on the last day of the
              period.

IN GENERAL
Current  performance  information  for the Portfolios may be obtained by calling
the Fund at the telephone number provided on the cover page of this Statement of
Additional  Information.  A Portfolio's quoted performance may not be indicative
of future performance.  A Portfolio's  performance will depend upon factors such
as the Portfolio's  expenses and the types and maturities of instruments held by
the Portfolio.

   
From time to time,  advertisements  or reports to  shareholders  may compare the
yield or performance of a Portfolio to that of other mutual funds with a similar
investment  objective.  The yield of the Alger Money Market  Portfolio  might be
compared  with,  for example,  averages  compiled by  IBC/DONOGHUE'S  MONEY FUND
REPORT,  a  widely  recognized,   independent   publication  that  monitors  the
performance  of money market mutual  funds.  The yield of the Alger Money Market
Portfolio  might also be compared  with the average  yield  reported by the Bank
Rate Monitor for money market deposit  accounts  offered by the 50 leading banks
and thrift institutions in the top five standard metropolitan areas.  Similarly,
the  performance  of the other  Portfolios,  for  example,  might be compared to
rankings  prepared  by  Lipper  Analytical  Services  Inc.,  which  is a  widely
recognized,  independent  service that monitors the performance of mutual funds,
as well as to various unmanaged  indices,  such as the S&P 500, the Russell 2000
Growth   Index,   the  Wilshire   Small  Company   Growth   Index,   the  Lehman
Government/Corporate  Bond  Index or the S&P  MidCap  400  Index . In  addition,
evaluations  of  the  Portfolios  published  by  nationally  recognized  ranking
services  or  articles  regarding  performance,  rankings  and  other  Portfolio
characteristics may appear in national publications  including,  but not limited
to, BARRON'S, BUSINESS WEEK, FORBES, INSTITUTIONAL INVESTOR, INVESTOR'S BUSINESS
DAILY, KIPLINGER'S PERSONAL FINANCE, MONEY, MORNINGSTAR, THE NEW YORK TIMES, USA
TODAY and THE WALL  STREET  JOURNAL and may be  included  in  advertisements  or
communications to shareholders.  Any given performance  comparison should not be
considered as  representative  of such  Portfolio's  performance  for any future
period.
    

                                       21
<PAGE>


Fellow Shareholders:                                           December 15, 1995

Unlike France in the 1790's,  which Charles Dickens described in the TALE OF TWO
CITIES as the "best of times and the worst of  times,"  the late  1990's for the
American  financial  markets  are  purely the best of times.  While all  periods
provide some room for concern,  the current period is more promising than almost
any other in recent history.


HOW WE ARRIVED AT THIS POINT
The stock  market and the bond  market  have both done  exceptionally  well this
year. This year's performance  results from the one-two combination punch to the
jaw of growth stocks which  commenced  with the  Presidential  election in 1992.
After twelve years of Republican stewardship,  the market and business community
began to see a very unclear economic picture emerge. The first punch landed with
the  appointment of the  President's  new cabinet whose agenda was to create new
taxes on the "rich" and to socialize the health care industry (which  represents
15% of the Gross Domestic  Product).  Growth stocks,  which rely on a reasonable
visibility of the future,  began to lose relative valuation.  What seemed like a
value market at the time was in reality a reluctance on the part of investors to
face an uncertain future. An exceedingly lenient monetary policy,  which touched
off a boom in  consumer  spending in the fourth  quarter of 1993,  added to this
confusion.  This brought  about the second  punch to the jaw that growth  stocks
received.  In February of 1994,  the Federal  Reserve began to tighten  interest
rates in a series  of six  consecutive  steps.  Once  again,  this  clouded  the
economic future and created a compression of growth stock multiples.

At this point, fear of the new administration's policies was replaced by fear of
the Federal  Reserve.  The market  declined  and growth  stocks  collapsed  on a
relative basis.  The collective body of market and economic  forecasters who are
colloquially known as "pundits" all unanimously agreed that inflation would soar
and the stock market would collapse.

Why were they so wrong? First,  inflation fears were driven by soaring prices of
industrial  commodities.  However,  commodity based raw materials represent only
15% of the  total  cost of  manufacturing.  Much more  important  is the cost of
labor,  which did not rise  rapidly.  Inflation  was  subdued  throughout  1994.
Secondly, the forecaster's  assumption of a stock market collapse was predicated
on the view that the market abhors increases in short-term  rates.  Indeed,  the
crash of 1987 was  preceded  and perhaps  caused by an  increase  in  short-term
rates.  Thirdly,  there  was a  generally  accepted  view  that the  market  was
overpriced.  Although this view was widely expressed on television, it was never
the case. By way of  comparison,  in the period prior to the crash of 1987,  the
earnings  yield of the  market  was  only  half the  yield of the  30-year  U.S.
Government Bond. This was below the normal range of 50% to 90%. Throughout 1994,
the earnings  yield of the stock market  typically sold at about 75% of the U.S.
Government  Bond  yield.  Moreover,  the bond  market  itself  was  undervalued,
discounting  a level of  inflation  which never  materialized.  Based on forward
looking price earnings ratios, the market was, if anything, undervalued.


CURRENT MARKET AND ECONOMY
As 1995 dawned,  the key  questions  facing the markets  concerned  the need for
future  tightening of interest rates by the Federal Reserve,  the possible onset
of  inflation  and the  excessive  strength  of the  economy,  all of which  are
naturally interrelated.  Now we are well into the fourth quarter and the concern
of the market is not whether the economy is growing too fast,  but whether it is
growing too slowly.

As early as last year, we forecasted  that the economy would slow and that there
would be a "soft landing". This has been a correct forecast, although it may now
be obsolete.  All four components of consumer spending,  which constitute 69% of
the Gross Domestic Product:  housing, autos, consumer durables and apparel, have
slowed  significantly  but should bounce back due to the drop in interest  rates
and a reduction in inventory levels. There is evidence,  therefore,  that we are
no longer looking at a "soft landing," but rather a "touch and go landing."

It would be overly optimistic to say that all is well with the economy. Consumer
confidence,  while  better  in  some  surveys,  is  not  robust.  While  leading
indicators are up slightly,  many  components of retail sales are still pointing
down.  Whether  the  Federal  Reserve  will  continue  to lower rates is an open
question especially in light of the current Federal budget  negotiations.  While
these  

                                      F-1
<PAGE>

negotiations  may well drag into 1996, it would be  disappointing  for those who
are expecting a cut in rates in the near term.

The bond market  continues  to believe  that  interest  rates are too high.  The
dramatic  flattening  of the yield curve and the fact that the  Government  pays
less  interest  to borrow for 10 years than banks do  overnight  provides  ample
evidence.  The price of gold,  an excellent  proxy for  inflation,  remains at a
relatively low historic level (approximately $390 an ounce). We believe that the
economy  will soon  begin to react to the drop in  interest  rates  that we have
experienced  to date. As a result,  we expect the economy to keep advancing at a
slow rate and avoid a recession in 1996.

As for the stock  market,  we feel it still  remains  undervalued.  We use three
measures to determine the  appropriate  valuation  for the market.  The first is
simply to multiply  our best  estimate of Dow  earnings  for 1995 by the average
multiple of the last ten years which is 16. The result is an expected  target of
the Dow of 5600.  The second method  relates the market to  short-term  interest
rates. Our own proprietary  model multiplies the bottom-up  forecast for the Dow
earnings by the reciprocal of the 90-day commercial paper rate adjusted for some
smoothing  techniques.  This model states that the Dow would be correctly valued
at 6200. The third technique  involves the  relationship  between the industrial
S&P indexes  estimated  earnings  and the 30 year bond yield.  Using the average
relationship  between  these two  variables  for the period 1988  through  1994,
suggests that the market could  appreciate  33% next year. The Dow equivalent of
this  would be  6300.  While  none of these  forecasts  may be  realized,  it is
interesting  that they all agree that the market will  appreciate  significantly
next year using only average relationships.


ALGER FUND PORTFOLIO REVIEWS

ALGER GROWTH PORTFOLIO
The Alger  Growth  Portfolio  recorded  excellent  results for the period  ended
October 31, 1995,  with a gain of 37.8%  relative to the S&P 500 Index return of
26.4%.  The Portfolio is well  represented in three industries which are full of
fast  growing,  profitable  and well run  companies.  The  Healthcare,  Computer
Related & Business  Equipment and  Semiconductors  industries  represent  21.1%,
16.5% and 10.7%,  respectively,  of the Portfolio's  composition.  The Portfolio
held  20  companies  for the  entire  period,  purchased  44 new  companies  and
eliminated 38 companies. Intel Corporation, Cisco Systems, Inc. and Bay Networks
Inc.  were held for the entire  year and each  realized  increases  in excess of
100%.


ALGER SMALL CAPITALIZATION PORTFOLIO
For the year ended October 31, 1995,  the Alger Small  Capitalization  Portfolio
returned  46.2%  significantly  outperforming  the Wilshire Small Company Growth
Index which  returned  25.2% and the Russell  2000 Growth  Index which  returned
20.6% over the same  period.  During this one year  period,  we purchased 64 new
stocks,  eliminated 54 and held 36 for the entire year. Of those stocks held for
the  entire  year,  21 posted  gains in excess of 50%.  Three  stocks,  Alliance
Semiconductor  Corp., Altera Corporation and PhyCor performed  particularly well
over the period each  posting  gains of 200% or more.  At present,  we still own
these companies as their products are innovative, in high demand by an expanding
marketplace and have earnings that continue to grow at very high rates.


ALGER BALANCED PORTFOLIO
The Alger  Balanced  Portfolio  enjoyed a return of 27.6% for the  twelve  month
period  ended  October  31,  1995,  while  maintaining  an  approximately  equal
allocation of common stocks and bonds. The relative  benchmark  indexes returned
26.4% for the S&P 500 Index and 16.2% for the Lehman Government / Corporate Bond
Index.  Our  conservative  bond portfolio  coupled with a moderately  aggressive
stock portfolio provided the Alger Balanced Portfolio with excellent results.


ALGER MIDCAP GROWTH PORTFOLIO
The Alger  MidCap  Growth  Portfolio  continues  to provide its  investors  with
strong, solid performance, returning 48.3% for the one year period ended October
31, 1995.  Over the same period,  the  benchmark  S&P MidCap 400 Index  returned
21.2%.  We added 39 new stocks,  eliminated  25 and held 23 for the twelve month
period. Altera Corporation, Bay Networks Inc. and Glenayre Technologies Inc. are
three  companies  which the  Portfolio  held for the entire period and, in part,
contributed to its success.  Possibly the most exciting and yet to be recognized
sectors  of  the  equities  market,  midcap  stocks  have  many  of  the  upside
characteristics   of  small  cap  stocks   without  the   attendant   volatility
attributable to a lack of liquidity.

                                      F-2
<PAGE>

ALGER CAPITAL APPRECIATION PORTFOLIO
At the time of this writing, the Alger Capital Appreciation  Portfolio is one of
the  nation's  top  performing  mutual  funds based on  year-to-date  1995 total
return.  Our newest mutual fund portfolio,  the Capital  Appreciation  Portfolio
employs  an "all  cap"  (small,  medium  and  large  capitalizations)  portfolio
management strategy which has been implemented at Fred Alger Management for over
31 years. In addition,  the Portfolio may employ a management technique known as
leveraging,  that is  borrowing  money  for  investment  purposes,  in  order to
increase the  Portfolio's  holdings  and,  therefore,  its exposure to the stock
market.  Over the year ended October 31, 1995,  the Alger  Capital  Appreciation
Portfolio  returned 67.6% relative to the S&P 500 Index which returned 26.4%. An
actively managed portfolio,  the Alger Capital Appreciation  Portfolio purchased
65  companies,  sold 55 companies  and held 21 for the entire year ended October
31, 1995.  Similar to the Alger Growth Portfolio,  the  representative  industry
groups  at year end  included  Computer  Related  &  Business  Equipment  20.7%,
Semiconductors 18.8%, and Healthcare 16.0%.


ALGER MONEY MARKET PORTFOLIO
For the seven day  period  ended  October  31,  1995,  the  Alger  Money  Market
Portfolio  yielded 5.74% on a compounded  annualized basis and 5.58% on a simple
annualized  basis. The Portfolio  continues to provide its  shareholders  with a
safe, steady return on their money.

LOOKING AHEAD
Despite the rally  year-to-date,  growth  stocks  generally  remain  undervalued
relative to the market. Technology stocks still represent excellent investments.
While they have moved up a great  deal,  so have their  earnings.  Consequently,
their price/earnings multiples have not greatly increased. An example of this is
one  of  our  favorite  holdings,  Altera  Corporation,  which  has  appreciated
approximately 150% year-to-date . However,  we expect Altera's earnings to be up
135% this year.  Consequently,  Altera is not trading at a substantially  higher
multiple of 1995 earnings compared to its 1994 earnings at this point last year.

In 1991, I wrote a book entitled RAGING BULL: HOW TO INVEST IN THE GROWTH STOCKS
OF THE 90'S.  In the last  chapter  I  predicted  that the Dow Jones  Industrial
Average would reach 6,000 by the  millennium  and perhaps  sooner based on seven
basic factors:

1. End of the Cold War, leading to increased American self confidence.

2. An average high level of employment, due mainly to demographics.

3. Modest inflation.

4. Normal real rates of interest.

5. Rapidly expanding exports.

6. The eventual elimination of the deficit.

7. Rapid technological change.

Generally,  I think we are still on  target  (even  the  deficit  point is being
debated)  and I am  extremely  excited  about the  prospects  for the market and
especially growth stocks during the next 5 years.

                           Respectfully submitted,

                           /s/ David D. Alger

                           David D. Alger
                           President


                                      F-3
<PAGE>

- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

Alger Growth Portfolio:
                      Portfolio Highlights......................  5
                      Schedule of Investments...................  6-7
                      Financial Highlights......................  8
Alger Small Capitalization Portfolio:
                      Portfolio Highlights......................  9
                      Schedule of Investments...................  10-11
                      Financial Highlights......................  12
Alger Balanced Portfolio:
                      Portfolio Highlights......................  13
                      Schedule of Investments...................  14-15
                      Financial Highlights......................  16
Alger MidCap Growth Portfolio:
                      Portfolio Highlights......................  17
                      Schedule of Investments...................  18-19
                      Financial Highlights......................  20
Alger Capital Appreciation Portfolio:
                      Portfolio Highlights......................  21
                      Schedule of Investments...................  22-23
                      Financial Highlights......................  24
Alger Money Market Portfolio:
                      Schedule of Investments...................  25
                      Financial Highlights......................  26
Statements of Assets and Liabilities............................  27
Statements of Operations........................................  28
Statement of Cash Flows (Alger Capital Appreciation Portfolio)..  29
Statements of Changes in Net Assets.............................  30
Notes to Financial Statements...................................  31-34
Report of Independent Public Accountants........................  35


                                      F-4
<PAGE>

- --------------------------------------------------------------------------------
   ALGER GROWTH PORTFOLIO
   PORTFOLIO HIGHLIGHTS THROUGH OCTOBER 31, 1995 (UNAUDITED)
- --------------------------------------------------------------------------------

   The Alger Growth Portfolio  invests in companies which generally have broader
   product  lines,  markets,  financial  resources and depth of management  than
   smaller, newer companies.

- --------------------------------------------------------------------------------
   $10,000 HYPOTHETICAL INVESTMENT SINCE INCEPTION November 11, 1986
- --------------------------------------------------------------------------------

[The following table represents a chart in the printed piece.]

            Alger Growth    S&P 500
            ------------    -------
11-11-86       10,000       10,000
10-31-87        9,700       10,537
10-31-88       10,450       12,097
10-31-89       13,270       15,290
10-31-90       12,740       14,145
10-31-91       18,574       18,883
10-31-92       20,369       20,767
10-31-93       26,311       23,871
10-31-94       27,383       24,794
10-31-95       37,728       31,350


   The chart above  illustrates  the growth in value of a  hypothetical  $10,000
   investment made in the Alger Growth Portfolio and the S&P 500 on November 11,
   1986, the inception date of the Alger Growth Portfolio.  The figures for both
   the Alger  Growth  Portfolio  and the S&P 500, an  unmanaged  index of common
   stocks, include reinvestment of dividends.

- --------------------------------------------------------------------------------
   PERFORMANCE COMPARISON THROUGH October 31, 1995
- --------------------------------------------------------------------------------
                                                        Average Annual Return
                                                                 Since Inception
                                    1 Year           5 Years        11/11/86
                                 -----------------------------------------------
    Alger Growth Portfolio          37.78%           24.25%          15.95%

      ASSUMING REDEMPTION AT THE
      END OF EACH PERIOD            32.78%           24.08%          15.95%

    S&P 500                         26.44%           17.25%          13.58%
                                 -----------------------------------------------

   THE  PORTFOLIO'S  AVERAGE ANNUAL TOTAL RETURNS INCLUDE CHANGES IN SHARE PRICE
   AND  REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS.  PAST  PERFORMANCE DOES NOT
   GUARANTEE FUTURE RESULTS.  INVESTMENT RETURN AND PRINCIPAL WILL FLUCTUATE AND
   THE  PORTFOLIO'S  SHARES WHEN  REDEEMED  MAY BE WORTH MORE OR LESS THAN THEIR
   ORIGINAL COST.


                                      F-5
<PAGE>

THE ALGER FUND
ALGER GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS
October 31, 1995

COMMON STOCKS--90.3%                            SHARES           VALUE
                                                ------           -----

AIRLINES--1.3%
Delta Air Lines Inc.........................    30,000      $  1,968,750
                                                            ------------

BUILDING &
   CONSTRUCTION--.4%
Pulte Corp..................................    19,100           604,037
                                                            ------------

COMMUNICATIONS--5.8%
ADC Telecommunications, Inc.*...............    16,600           664,000
DSC Communications Corporation*.............    67,900         2,512,300
Glenayre Technologies Inc.*.................    20,000         1,285,000
Tellabs, Inc.*..............................    76,000         2,584,000
U.S. Robotics Corp.*........................    20,000         1,850,000
                                                            ------------
                                                               8,895,300
COMPUTER RELATED &
   BUSINESS EQUIPMENT--16.5%
Altera Corporation*.........................    63,400         3,835,700
Bay Networks Inc.*..........................    61,000         4,041,250
Cisco Systems, Inc.*........................    37,800         2,929,500
Dell Computer Corporation*..................    34,000         1,585,250
Hewlett-Packard Company.....................    34,000         3,149,250
Read-Rite Corporation*......................    38,700         1,349,662
Seagate Technology*.........................    67,000         2,998,250
3 Com Corp.*................................    40,000         1,880,000
Xilinx, Inc.*...............................    80,000         3,680,000
                                                            ------------
                                                              25,448,862
                                                            ------------
COMPUTER SOFTWARE--2.1%
Informix Corporation*.......................    50,000         1,456,250
Learning Company (The)*.....................    30,000         1,770,000
                                                            ------------
                                                               3,226,250
                                                            ------------
COMPUTER TECHNOLOGY--1.3%
AVX Corporation*............................    25,000           778,125
Silicon Graphics, Inc.*.....................    38,000         1,263,500
                                                            ------------
                                                               2,041,625
                                                            ------------
DEFENSE--5.1%
Lockheed Martin Corp........................    38,789         2,642,500
Loral Corporation...........................    79,000         2,340,375
McDonnell Douglas Corporation...............    35,500         2,902,125
                                                            ------------
                                                               7,885,000
                                                            ------------
FINANCIAL SERVICES--6.4%
First Data Corporation......................    63,112         4,173,297
Merrill Lynch & Co., Inc....................    65,000         3,607,500
Schwab (Charles) Corporation (The)..........    90,600         2,072,475
                                                            ------------
                                                               9,853,272
                                                            ------------
FREIGHT--1.9%
Federal Express Corp.*......................    35,200         2,890,800
                                                            ------------

HEALTHCARE--21.1%
Apria Healthcare Group Inc.*................    33,600           726,600
Biochem Pharma Inc.*........................    75,000         2,868,750
Boston Scientific Corporation*..............    30,000         1,263,750
Cardinal Health, Inc........................    52,400         2,692,050
Columbia/HCA Healthcare
   Corporation..............................    70,000         3,438,750
Genzyme Corp.--General Division*............    17,500         1,019,375
Healthsource, Inc.*.........................    75,300         3,990,900
IMNET Systems, Inc.*........................    35,000           888,125
Lilly (Eli) Co..............................    34,000         3,285,250
Medtronic, Inc..............................    29,400         1,697,850
Merck & Co., Inc............................    40,000         2,300,000
Nellcor Puritan Bennett Inc.*...............    11,300           649,750
Oxford Health Plans, Inc.*..................    19,700         1,541,525
SmithKline Beecham PLC ADS..................    75,800         3,932,125
Summit Technology Inc.*.....................    36,100         1,606,450
United Healthcare Corporation...............    14,000           743,750
                                                            ------------
                                                              32,645,000
                                                            ------------
LEISURE &
   ENTERTAINMENT--2.8%
Disney (Walt) Productions...................    25,000         1,440,625
Mirage Resorts, Incorporated*...............    38,000         1,244,500
Viacom Inc. Cl. B.*.........................    33,000         1,650,000
                                                            ------------
                                                               4,335,125
                                                            ------------
RESTAURANTS &
   LODGING--4.2%
Cracker Barrel Old Country
   Stores, Inc..............................    51,000           867,000
La Quinta Inns, Inc.........................    65,000         1,673,750
Lone Star Steakhouse & Saloon, Inc.*........   103,100         3,982,237
                                                            ------------
                                                               6,522,987
                                                            ------------
RETAILING--4.7%
OfficeMax, Inc.*............................   157,700         3,903,075
Tandy Corporation...........................    38,700         1,910,813
Viking Office Products, Inc.*...............    34,000         1,513,000
                                                            ------------
                                                               7,326,888
                                                            ------------
SEMICONDUCTORS--10.7%
Cirrus Logic, Inc.*.........................    35,000         1,474,375
Intel Corporation...........................    23,800         1,663,025
LSI Logic Corporation*......................    72,000         3,393,000
Linear Technology Corporation...............    40,000         1,750,000
Maxim Integrated Products, Inc.*............    45,000         3,363,750
MEMC Electronic Materials, Inc.*............    25,000           800,000
Micron Technology, Inc......................    36,000         2,542,500
Texas Instruments, Incorporated.............    22,000         1,501,500
                                                            ------------
                                                              16,488,150
                                                            ------------

                                      F-6
<PAGE>

THE ALGER FUND
ALGER GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (Continued)
October 31, 1995

COMMON STOCKS--(cont.)                          SHARES           VALUE
                                                ------           -----
SEMICONDUCTORS CAPITAL
   EQUIPMENT--2.8%
Applied Materials, Inc.*....................    49,600      $  2,486,200
Teradyne, Inc.*.............................    54,500         1,818,938
                                                            ------------
                                                               4,305,138
                                                            ------------
MISCELLANEOUS--3.2%
Loewen Group Inc............................    47,100         1,886,237
Service Corporation International..
 .........    76,300         3,061,538
                                                            ------------
                                                               4,947,775
                                                            ------------
Total Common Stocks
   (Cost $110,075,444)......................                 139,384,959
                                                            ------------
Warrants
MANUFACTURING
Windmere Corp. Warrants,
   expire 1/19/98 (Cost $61)................        81                 0
                                                            ------------

                                              PRINCIPAL
SHORT-TERM CORPORATE                            AMOUNT            VALUE
  NOTES--9.3%                                  ---------          -----
Allied Signal Inc.,
   5.75%, 11/10/95 (a)....................   $7,300,000      $ 7,289,506
AT&T Corp.,
   5.73%, 11/14/95........................    4,400,000        4,390,896
International Lease Finance Corp.,
   5.72%, 11/01/95........................      400,000          400,000
Merrill Lynch & Co., Inc.,
   5.73%, 11/07/95........................      600,000          599,427
Spiegel Funding Corp.,
   5.80%, 11/06/95........................      700,000          699,436
Washington Square Mortgage Co,
   5.78%, 11/03/95........................      900,000          899,711
                                                            ------------
Total Short-Term Corporate Notes
   (Cost $14,278,976).......................                  14,278,976
                                                            ------------
Total Investments
   (Cost $124,354,481)(b)...................      99.6%      153,663,935

Other Assets in Excess of Liabilities.......        .4           619,770
                                                 ------     ------------
Net Assets..................................     100.0%     $154,283,705
                                                 ======     ============



  * Non-income producing security.
 (a)Pursuant to Securities and Exchange Commission Rule 144A, these securities
    may be sold prior to their maturity only to qualified institutional buyers.
 (b)At October 31, 1995, the net unrealized appreciation on investments, based
    on cost for federal income tax purposes of $124,354,481, amounted to
    $29,309,454, which consisted of aggregate gross unrealized appreciation of
    $31,956,544, and aggregate gross unrealized depreciation of $2,647,090.

                       See Notes to Financial Statements.

                                      F-7
<PAGE>
THE ALGER FUND
ALGER GROWTH PORTFOLIO
Financial Highlights
For a share outstanding throughout the period (i)
<TABLE>
<CAPTION>

                                                                     Year Ended October 31,
                                                   ----------------------------------------------------------

                                                   1995         1994         1993         1992        1991
                                                   ----         ----         ----         ----        ----
<S>                                              <C>          <C>           <C>          <C>         <C>    
Net asset value, beginning of year...........      $ 6.97      $  7.43      $  5.76       $ 5.77      $ 4.25
                                                 --------     --------      -------      -------     -------

Net investment income (loss).................        (.02)        (.07)(ii)    (.02)        (.06)(ii)   (.02)

Net realized and unrealized gain (loss)
   on investments............................        2.59          .35         1.70          .61        1.86
                                                 --------     --------      -------      -------     -------

Total from investment operations.............        2.57          .28         1.68          .55        1.84

Distributions from net realized gains........        (.16)        (.74)        (.01)        (.56)       (.32)
                                                 --------     --------      -------      -------     -------


Net asset value, end of year.................      $ 9.38      $  6.97      $  7.43       $ 5.76      $ 5.77
                                                 ========     ========      =======      =======     =======

Total Return (iii)...........................       37.8%         4.1%        29.2%         9.7%       45.8%
                                                 ========     ========      =======      =======     =======


Ratios and Supplemental Data:
   Net assets, end of year (000's omitted)...    $154,284     $ 76,390      $37,988      $19,379     $10,213
                                                 ========     ========      =======      =======     =======

  Ratio of expenses to average net assets....       2.09%(iv)    2.20%        2.20%        2.32%       2.70%
                                                 ========     ========      =======      =======     =======

  Ratio of net investment income (loss)
     to average net assets...................      (1.03%)      (1.01%)      (1.16%)      (1.07%)     (1.06%)
                                                 ========     ========      =======      =======     =======

  Portfolio Turnover Rate....................     118.16%      103.86%      108.54%       69.28%      76.06%
                                                 ========     ========      =======      =======     =======

</TABLE>

(i)   Per share data has been adjusted to reflect the effect of a 3 for 1 stock
      split which occurred September 27, 1995.
(ii)  Amount was computed based on average shares outstanding during the period.
(iii) Does not reflect contingent deferred sales charge.
(iv)  Reflects total  expenses, including fees offset by earnings  credits.  The
      expense ratio net of earnings credits would have been 2.07%.

                       See Notes to Financial Statements.

                                      F-8
<PAGE>

- --------------------------------------------------------------------------------
  ALGER SMALL CAPITALIZATION PORTFOLIO
  PORTFOLIO HIGHLIGHTS THROUGH OCTOBER 31, 1995 (UNAUDITED)
- --------------------------------------------------------------------------------

   The Alger  Small  Capitalization  Portfolio  invests  in small,  fast-growing
   companies that offer  innovative  products,  services,  or  technologies to a
   rapidly expanding marketplace.

- --------------------------------------------------------------------------------
   $10,000 HYPOTHETICAL INVESTMENT SINCE INCEPTION November 11, 1986
- --------------------------------------------------------------------------------

[The following table represents a chart in the printed piece.]

              Wilshire
               Small                    Russell
              Company                    2,000
              Growth                     Growth
               Index       S&P 500       Index
              --------     -------      -------
11-11-86       10,000       10,000       10,000
10-31-87        8,595        9,000        8,336
10-31-88       10,605       10,740       10,301
10-31-89       12,639       17,730       12,229
10-31-90        8,603       16,474        9,008
10-31-91       15,065       26,975       15,001
10-31-92       16,133       27,899       14,947
10-31-93       20,989       35,093       19,083
10-31-94       22,013       34,726       18,909
10-31-95       27,560       50,753       22,798


   The chart above  illustrates  the growth in value of a  hypothetical  $10,000
   investment made in the Alger Small Capitalization  Portfolio,  Wilshire Small
   Company  Growth Index and the Russell 2000 Growth Index on November 11, 1986,
   the inception date of the Alger Small Capitalization  Portfolio.  The figures
   for the Alger Small Capitalization  Portfolio,  Wilshire Small Company Growth
   Index (an unmanaged index of common stocks) and the Russell 2000 Growth Index
   (an unmanaged index of common stocks) include reinvestment of dividends.  For
   the upcoming fiscal year, the Portfolio will use only the Russell 2000 Growth
   Index (the "Russell 2000") as a comparative  index. The Portfolio has elected
   to change its comparative index because  management of the Portfolio believes
   the size of the companies in the Russell 2000 is more  representative  of the
   size of the companies in which the Portfolio invests.

- --------------------------------------------------------------------------------
   PERFORMANCE COMPARISON THROUGH October 31, 1995
- --------------------------------------------------------------------------------
                                                         Average Annual Return
                                                              Since Inception
                                          1 Year     5 Years     11/11/86
                                        -------------------------------------
    Alger Small Capitalization Portfolio   46.15%    25.24%       19.85%
      ASSUMING REDEMPTION AT THE
      END OF EACH PERIOD                   41.15%    25.07%       19.85%
    Wilshire Small Co. Growth Index        25.20%    26.22%       11.96%
    Russell 2000 Growth Index              20.57%    20.41%        9.62%
                                        -------------------------------------

   THE  PORTFOLIO'S  AVERAGE ANNUAL TOTAL RETURNS INCLUDE CHANGES IN SHARE PRICE
   AND  REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS.  PAST  PERFORMANCE DOES NOT
   GUARANTEE FUTURE RESULTS.  INVESTMENT RETURN AND PRINCIPAL WILL FLUCTUATE AND
   THE  PORTFOLIO'S  SHARES WHEN  REDEEMED  MAY BE WORTH MORE OR LESS THAN THEIR
   ORIGINAL COST.

                                      F-9
<PAGE>

THE ALGER FUND
ALGER SMALL CAPITALIZATION PORTFOLIO
SCHEDULE OF INVESTMENTS
October 31, 1995

COMMON STOCKS--90.3%                            SHARES           VALUE
                                                ------           -----
APPAREL--1.4%
Kenneth Cole Productions
   Inc. Cl. A.*...........................      52,200       $ 2,133,675
Tommy Hilfiger Corporation*...............     117,700         4,487,312
                                                            ------------
                                                               6,620,987
                                                            ------------
COMMUNICATIONS--15.1%
ADC Telecommunications, Inc.*.............     140,800         5,632,000
Ascend Communications, Inc.*..............     148,400         9,646,000
DSC Communications Corporation*...........     216,600         8,014,200
DSP Communications, Inc.*.................      80,000         2,900,000
Glenayre Technologies Inc.*...............     264,750        17,010,186
Network Equipment
   Technologies, Inc.*....................     170,400         5,559,300
Tekelec Inc.*.............................      41,800           606,100
Tellabs, Inc.*............................     236,300         8,034,200
U.S. Robotics Corp.*......................     136,000        12,580,000
                                                            ------------
                                                              69,981,986
                                                            ------------
COMPUTER RELATED &
   BUSINESS EQUIPMENT--10.2%
Altera Corporation*.......................     246,000        14,883,000
Avid Technology, Inc.*....................      20,000           875,000
Bay Networks Inc.*........................     230,400        15,264,000
Creative Technology Ltd.*.................     129,000         1,499,624
ESS Technology, Inc.*.....................     100,000         3,000,000
Gateway 2000, Inc.*.......................      25,000           834,375
Komag, Incorporated*......................     102,300         5,831,100
Read-Rite Corporation*....................     138,300         4,823,214
Xilinx, Inc.*.............................       7,500           345,000
                                                            ------------
                                                              47,355,313
                                                            ------------
COMPUTER SOFTWARE--8.7%
Activision Inc.*..........................      71,000         1,189,250
Broderbund Software, Inc.*................      20,000         1,387,500
Computron Software, Inc.*.................      25,000           425,000
Electronics For Imaging Inc.*.............     140,000        11,515,000
Enterprise Systems Inc.*..................      25,000           584,375
EPIC Design Technology, Inc.*.............      23,000         1,058,000
Informix Corporation*.....................     345,000        10,048,125
INSO Corp*................................      40,000         1,430,000
S3 Incorporated*..........................     300,000         5,137,500
Softkey International Inc.*...............     149,000         4,693,500
Symantec Corp.*...........................      40,000           972,520
Wonderware Corporation*...................      54,600         1,733,550
                                                            ------------
                                                              40,174,320
                                                            ------------
COMPUTER
   TECHNOLOGY--3.5%
Adaptec, Inc.*............................      96,100         4,276,450
ADFlex Solutions, Inc.*...................      62,500         1,656,250
C.P. Clare Corporation*...................     156,900         4,059,790
Integrated Silicon Systems, Inc.*.........      72,000         2,115,000
Pinnacle Systems, Inc.*...................     130,000         4,078,750
                                                            ------------
                                                              16,186,240
                                                            ------------
CONSUMER PRODUCTS--1.3%
Oakley, Inc.*.............................     177,000         6,106,500
                                                            ------------
FINANCIAL SERVICES--3.6%
Advanta Corp. Class B.....................      96,100         3,435,575
Oxford Resources Corp. Cl. A.*............     100,000         2,625,000
Schwab (Charles) Corporation (The)........     456,100        10,433,290
                                                            ------------
                                                              16,493,865
                                                            ------------
HEALTHCARE--12.7%
Apria Healthcare Group Inc.*..............      43,800           947,175
Biochem Pharma Inc.*......................     315,000        12,048,750
CellPro Incorporated*.....................      28,000           325,500
CompDent Corp.*...........................      40,000         1,245,000
Genzyme Corp.--General Division*..........      60,000         3,495,000
HBO & Company.............................      67,500         4,775,625
Health Management Associates, Inc.* ......     118,950         2,557,423
Healthsource, Inc.*.......................     143,800         7,621,400
Hologic, Inc.*............................      25,000           650,000
I-Stat Corp.*.............................      30,000           930,000
IDEXX Laboratories Inc.*..................      30,000         1,222,500
Liposome Company Inc.*....................     235,000         3,613,125
Metra Biosystems, Inc.*...................     105,000         1,942,500
Omnicare, Inc.............................     111,800         4,052,750
PhyCor Inc.*..............................      64,125         2,356,593
Sepracor Inc.*............................      50,000           843,750
Summit Technology Inc.*...................      95,900         4,267,550
Sybron International Corp.*...............      64,900         2,758,250
Target Therapeutics, Inc.*................      40,000         3,100,000
                                                            ------------
                                                              58,752,891
                                                            ------------
POLLUTION CONTROL--2.5%
United Waste Systems, Inc.*...............     159,000         6,280,500
USA Waste Services, Inc.*.................     255,100         5,357,100
                                                            ------------
                                                              11,637,600
                                                            ------------
RESTAURANTS &
   LODGING--4.7%
Apple South, Inc..........................      29,500           604,750
DF&R Restaurants, Inc.*...................       5,000           152,500
Landry's Seafood Restaurants, Inc.*.......     263,400         3,555,900
Lone Star Steakhouse & Saloon, Inc.*           303,400        11,718,824
O'Charley's Inc.*.........................     120,500         1,385,750
Outback Steakhouse, Inc.*.................     141,500         4,439,564
                                                            ------------
                                                              21,857,288
                                                            ------------

                                      F-10
<PAGE>

THE ALGER FUND
ALGER SMALL CAPITALIZATION PORTFOLIO
SCHEDULE OF INVESTMENTS (Continued)
October 31, 1995

RETAILING--5.6%
CompUSA Inc.*.............................      62,900       $ 2,405,925
Fabri-Centers Of America Inc.
   Cl. A.*................................     104,600         1,555,925
Fabri-Centers Of America Inc.
   Cl B.*.................................      83,500           970,688
Gucci Group NV*...........................     133,000         3,990,000
Guest Supply Inc.*........................     136,500         2,576,436
OfficeMax, Inc.*..........................     262,500         6,496,875
Viking Office Products, Inc.*.............     179,200         7,974,400
                                                            ------------
                                                              25,970,249
                                                            ------------
SEMICONDUCTORS--19.3%
Alliance Semiconductor Corp.*.............     256,875         7,898,904
Cirrus Logic, Inc.*.......................     255,000        10,741,875
Integrated Device Technology, Inc.* ......     327,000         6,213,000
Intel Corporation.........................      40,000         2,795,000
LSI Logic Corporation*....................     193,000         9,095,125
LTX Corporation*..........................     212,000         2,623,500
Linear Technology Corporation.............     315,000        13,781,250
Maxim Integrated Products, Inc.*..........     234,600        17,536,350
Micrel, Incorporated*.....................       9,000           204,750
Micro Linear Corporation*.................     218,400         3,357,900
Microchip Technology Incorporated*. ......     326,500        12,958,131
TriQuint Semiconductor, Inc.*.............     100,000         2,275,000
                                                            ------------
                                                              89,480,785
                                                            ------------
SEMICONDUCTORS
   CAPITAL EQUIPMENT--6.5%
AG Associates, Inc.*......................      75,000         1,659,375
ASM Lithography Holdings *................      12,500           620,310
Electroglas, Inc.*........................      12,500           878,125
FSI International, Inc.*..................      92,000         2,185,000
GaSonics International Corp.*.............     178,000         5,874,000
Lam Research Corporation*.................      84,500         5,143,937
Opal, Inc.*...............................      48,000           726,000
PRI Automation, Inc.*.....................      81,600         3,019,200
Semitool, Inc.............................     132,950         2,160,438
Silicon Valley Group, Inc.*...............      94,000         3,043,250
Tencor Instruments*.......................     118,600         5,055,325
Ultratech Stepper, Inc.*..................       5,000           200,000
                                                            ------------
                                                              30,564,960
                                                            ------------
MISCELLANEOUS--.9%
Loewen Group Inc..........................     100,000         4,004,750
                                                            ------------
Total Common Stocks
   (Cost $287,758,762)....................                   445,187,734
                                                            ------------


Short-Term                                  Principal
  Corporate Notes--3.5%                       Amount
                                            ---------
AT&T Corp.,
   5.73%, 11/14/95........................  $6,500,000         6,486,550
International Lease Finance Corp.,
   5.72%, 11/01/95........................   1,400,000         1,400,000
Merrill Lynch & Co., Inc.,
   5.73%, 11/07/95........................   1,300,000         1,298,759
Spiegel Funding Corp.,
   5.80%, 11/06/95........................   7,100,000         7,094,281
                                                            ------------

Total Short-Term Corporate Notes
   (Cost $16,279,590).....................                    16,279,590
                                                            ------------

Total Investments
   (Cost $304,038,352)(a).................        99.5%      461,467,324

Other Assets in Excess
   of Liabilities.........................          .5         2,250,428
                                                 -----      ------------

Net Assets................................       100.0%     $463,717,752
                                                 =====      ============


  * Non-income producing security.
 (a)At October 31, 1995, the net unrealized  appreciation on investments,  based
    on cost for  federal  income  tax  purposes  of  $304,038,352,  amounted  to
    $157,428,972,  which consisted of aggregate gross unrealized appreciation of
    $162,412,994 and aggregate gross unrealized depreciation of $4,984,022.

                       See Notes to Financial Statements.


                                      F-11
<PAGE>

THE ALGER FUND
ALGER SMALL CAPITALIZATION PORTFOLIO
Financial Highlights
For a share outstanding throughout the period (i)

<TABLE>
<CAPTION>

                                                                     Year Ended October 31,
                                                   ----------------------------------------------------------

                                                     1995         1994         1993         1992        1991
                                                     ----         ----         ----         ----        ----
<S>                                              <C>         <C>         <C>           <C>           <C>    
Net asset value, beginning of year...........      $ 7.62    $    8.65   $     6.88    $    6.97     $  4.33
                                                 --------     --------     --------     --------    --------


Net investment income (loss).................        (.13)        (.09)        (.08)        (.11)(ii)   (.03)

Net realized and unrealized gain (loss)
   on investments............................        3.64         (.02)        1.85          .37        2.76


Total from investment operations.............        3.51         (.11)        1.77          .26        2.73


Distributions from net realized gains........          --         (.92)          --         (.35)       (.09)
                                                 --------     --------     --------     --------    --------

Net asset value, end of year.................     $ 11.13    $    7.62   $     8.65     $   6.88    $   6.97


Total Return (iii)...........................       46.2%        (1.1%)       25.8%         3.4%       63.7%



Ratios and Supplemental Data:
   Net assets, end of year (000's omitted)...    $463,718     $294,890     $300,108     $182,432    $ 61,273
                                                 ========     ========     ========     ========    ========


  Ratio of expenses to average net assets....       2.11%(iv)    2.18%        2.13%        2.17%       2.23%
                                                 ========     ========     ========     ========    ========


  Ratio of net investment income (loss)
     to average net assets...................      (1.75%)      (1.51%)      (1.52%)      (1.64%)     (1.37%)
                                                 ========     ========     ========     ========    ========


  Portfolio Turnover Rate....................      97.37%      131.86%      148.49%      121.00%     171.04%
                                                 ========     ========     ========     ========    ========
</TABLE>


(i)   Per share data has been  adjusted  to reflect  the effect of a 3 for 1 
      stock split which  occurred  September  27, 1995.
(ii)  Amount was computed based on average shares outstanding during the period.
(iii) Does not reflect contingent deferred sales charge.
(iv)  Reflects total  expenses,  including fees offset by earnings  credits.  
      The expense ratio net of earnings credits would have been the same.

                       See Notes to Financial Statements.

                                      F-12
<PAGE>

- --------------------------------------------------------------------------------
    ALGER BALANCED PORTFOLIO
    PORTFOLIO HIGHLIGHTS THROUGH OCTOBER 31, 1995 (UNAUDITED)
- --------------------------------------------------------------------------------

    The Alger  Balanced  Portfolio  invests in stocks of  companies  with growth
    potential and  fixed-income  securities,  with emphasis on  income-producing
    securities which appear to have some potential for capital appreciation.

- --------------------------------------------------------------------------------
    $10,000 HYPOTHETICAL INVESTMENT SINCE INCEPTION June 1, 1992
- --------------------------------------------------------------------------------

[The following table represents a chart in the printed piece.]

                                       Lehman Govt/
             Balanced      S&P 500   Corp Bond Index
             --------      -------   ---------------
06-01-92       10,000       10,000       10,000
10-31-92        9,950       10,196       10,479
10-31-93       11,180       11,722       11,911
10-31-94       10,736       12,175       11,356
10-31-95       13,500       15,395       13,193


    The chart above  illustrates  the growth in value of a hypothetical  $10,000
    investment made in the Alger Balanced Portfolio,  the S&P 500 Index, and the
    Lehman  Government/Corporate  Bond Index on June 1, 1992, the inception date
    of the Alger Balanced  Portfolio.  Figures for the Alger Balanced Portfolio,
    the  S&P  500,  an  unmanaged  index  of  common  stocks,   and  the  Lehman
    Government/Corporate  Bond  Index,  an  unmanaged  index of  government  and
    corporate bonds, include reinvestment of dividends and/or interest.


- --------------------------------------------------------------------------------
    PERFORMANCE COMPARISON THROUGH October 31, 1995
- --------------------------------------------------------------------------------
                                                      Average Annual Return
                                                           Since Inception
                                             1 Year            6/1/92
                                            ------------------------------
           Alger Balanced Portfolio            27.61%             9.65%
             ASSUMING REDEMPTION AT THE
             END OF EACH PERIOD                22.61%             9.17%
           S&P 500                             26.44%            13.45%
           Lehman Corp./Gov't Bond Index       16.16%             8.44%
                                            ------------------------------
  
    THE PORTFOLIO'S  AVERAGE ANNUAL TOTAL RETURNS INCLUDE CHANGES IN SHARE PRICE
    AND  REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS.  PAST PERFORMANCE DOES NOT
    GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL WILL FLUCTUATE AND
    THE  PORTFOLIO'S  SHARES WHEN  REDEEMED MAY BE WORTH MORE OR LESS THAN THEIR
    ORIGINAL COST.

                                      F-13
<PAGE>

THE ALGER FUND
ALGER BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS
October 31, 1995

COMMON STOCKS--52.1%                             SHARES            VALUE
                                                 ------            -----

AIRLINES--.6%
Delta Air Lines Inc.........................       600          $ 39,375
                                                            ------------
APPAREL--.8%
Tommy Hilfiger Corporation*.................     1,300            49,563
                                                            ------------
COMMUNICATIONS--4.9%
DSC Communications Corporation*.............     1,000            37,000
Glenayre Technologies Inc.*.................     2,025           130,106
Tellabs, Inc.*..............................     1,800            61,200
U.S. Robotics Corp.*........................       800            74,000
                                                            ------------
                                                                 302,306
                                                            ------------
COMPUTER RELATED &
   BUSINESS EQUIPMENT--7.5%
Altera Corporation*.........................     1,600            96,800
Cisco Systems, Inc.*........................       900            69,750
Dell Computer Corporation*..................       800            37,300
Hewlett-Packard Company.....................       800            74,100
Seagate Technology*.........................     2,000            89,500
Xilinx, Inc.*...............................     2,100            96,600
                                                            ------------
                                                                 464,050
                                                            ------------
COMPUTER SOFTWARE--1.1%
Informix Corporation.*......................     2,400            69,900
                                                            ------------
COMPUTER TECHNOLOGY--.3%
AVX Corporation*............................       500            15,563
                                                            ------------
DEFENSE--2.7%
Lockheed Martin Corp........................       652            44,418
Loral Corporation...........................     2,000            59,250
McDonnell Douglas Corporation...............       800            65,400
                                                            ------------
                                                                 169,068
                                                            ------------
FINANCIAL SERVICES--4.0%
First Data Corporation......................     1,869           123,569
Lehman Brothers Holdings Inc................     1,200            26,100
Merrill Lynch & Co., Inc....................     1,200            66,600
Schwab (Charles) Corporation (The)..........     1,500            34,313
                                                            ------------
                                                                 250,582
                                                            ------------
FREIGHT--1.1%
Federal Express Corp.*......................       800            65,700
                                                            ------------
HEALTHCARE--10.3%
Biochem Pharma Inc.*........................     1,000            38,250
Boston Scientific Corporation*..............       700            29,488
Cardinal Health, Inc........................     1,200            61,650
Columbia/HCA Healthcare
   Corporation..............................     1,500            73,688
Healthsource, Inc.*.........................     1,500            79,500
Lilly (Eli) Co..............................       800            77,300
Merck & Co., Inc............................       900            51,750
Nellcor Puritan Bennett Inc.*...............       500            28,750
Omnicare, Inc...............................       400            14,500
Oxford Health Plans, Inc.*..................       400            31,300
SmithKline Beecham PLC ADS..................     1,500            77,813
Summit Technology Inc.*.....................     1,700            75,650
                                                            ------------
                                                                 639,639
                                                            ------------
LEISURE & ENTERTAINMENT--2.3%
Disney (Walt) Productions...................       800            46,100
Mirage Resorts, Incorporated*...............     1,000            32,750
Viacom Inc. Cl B.*..........................     1,300            65,000
                                                            ------------
                                                                 143,850
                                                            ------------
RESTAURANTS & LODGING--2.8%
La Quinta Inns, Inc.........................     2,200            56,650
Lone Star Steakhouse & Saloon, Inc.*........     2,300            88,838
Outback Steakhouse, Inc.*...................     1,000            31,375
                                                            ------------
                                                                 176,863
                                                            ------------
RETAILING--2.9%
CompUSA Inc.*...............................     1,000            38,250
OfficeMax, Inc.*............................     3,750            92,813
Tandy Corporation...........................     1,000            49,375
                                                            ------------
                                                                 180,438
                                                            ------------
SEMICONDUCTORS--6.6%
Intel Corporation...........................       900            62,888
LSI Logic Corporation*......................     1,000            47,125
Linear Technology Corporation...............     1,200            52,500
Maxim Integrated Products, Inc.*............     1,300            97,175
Microchip Technology Incorporated*..........     1,000            39,688
Micron Technology, Inc......................       800            56,500
Texas Instruments, Incorporated.............       800            54,600
                                                            ------------
                                                                 410,476
                                                            ------------
SEMICONDUCTORS
   CAPITAL EQUIPMENT--1.8%
Applied Materials, Inc.*....................     1,400            70,175
Teradyne, Inc.*.............................     1,300            43,388
                                                            ------------
                                                                 113,563
                                                            ------------

                                      F-14
<PAGE>
THE ALGER FUND
ALGER BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS (Continued)
October 31, 1995

COMMON STOCKS--(cont.)                           SHARES            VALUE
                                                 ------            -----

MISCELLANEOUS--2.4%
Loewen Group Inc............................     1,700        $   68,080
Service Corporation International...........     2,000            80,250
                                                            ------------
                                                                 148,330
                                                            ------------
Total Common Stocks (Cost $2,463,475).......                   3,239,266
                                                            ------------


                                              Principal
                                                Amount
                                              ---------
Corporate Bonds--6.6%
AUTOMOTIVE--1.7%
Ford Motor Credit Corp.,
   7.75%, 11/15/02..........................  $100,000           106,867
                                                            ------------
BROKERAGE--1.5%
Merrill Lynch & Co., Inc.,
   6.375%, 9/08/06..........................   100,000            95,239
                                                            ------------
FINANCIAL SERVICES--3.4%
Associates Corp. of North America
   7.50%, 4/15/02...........................   200,000           211,010
                                                            ------------
Total Corporate Bonds
   (Cost $390,024)..........................                     413,116
                                                            ------------
U.S. GOVERNMENT AND  AGENCY OBLIGATIONS--20.3%
U.S. Treasury Notes,
   7.50%, 10/31/99..........................   100,000           106,016
U.S. Treasury Notes,
   6.375%, 1/15/00..........................   100,000           102,094
U.S. Treasury Notes,
   7.50%, 5/15/02...........................   100,000           108,672
U.S. Treasury Notes,
   5.75%, 9/30/97...........................   250,000           250,625
U.S. Treasury Bonds,
   7.625%, 11/15/22.........................   100,000           115,297
Federal Home Loan Mortgage Corp.,
   8.20%, 1/16/98...........................   100,000           102,859
Federal Home Loan Mortgage Corp.,
   4.75%, 9/20/00...........................   120,000           116,400
Federal Home Loan Mortgage Corp.,
   6.50%, 6/10/03...........................   150,000           147,891
Federal National Mortgage Assoc.,
   7.39%, 7/15/99...........................   100,000           100,969
Federal National Mortgage Assoc.,
   8.50%, 2/01/05...........................   100,000           108,031
                                                            ------------
Total U.S. Government
   & Agency Obligations
   (Cost $1,203,007)........................                  $1,258,854
                                                            ------------
SHORT-TERM
  CORPORATE NOTES--9.8%
Allied Signal Inc.,
   5.75%, 11/10/95 (a)......................  $250,000           249,641
International Lease Finance Corp.,
   5.72%, 11/01/95..........................   160,000           160,000
Spiegel Funding Corp.,
   5.73%, 11/02/95..........................   200,000           199,968
                                                            ------------
Total Short-Term Corporate Notes
   (Cost $609,609)..........................                     609,609
                                                            ------------
SHORT-TERM
  U.S. GOVERNMENT
  OBLIGATIONS--5.5%

U.S. Treasury Bills,
   5.64%, 11/09/95..........................    75,000            74,906
   5.29%, 10/17/96..........................   280,000           266,024
                                                            ------------
Total Short-Term U.S. Government
   Obligations (Cost $340,461)..............                     340,930
                                                            ------------
Total Investments
   (Cost $5,006,576)(b).....................      94.3%        5,861,775
Other Assets in Excess of Liabilities.......       5.7           351,866
                                                 -----      ------------
Net Assets..................................     100.0%       $6,213,641
                                                 =====      ============
  * Non-income producing security.
 (a)Pursuant to Securities and Exchange  Commission Rule 144A,  these securities
    may be sold prior to their maturity only to qualified institutional buyers.
 (b)At October 31, 1995, the net unrealized  appreciation on investments,  based
    on cost for federal income tax purposes of $5,006,576, amounted to $855,199,
    which consisted of aggregate gross  unrealized  appreciation of $930,445 and
    aggregate gross unrealized depreciation of $75,246.

                       See Notes to Financial Statements.


                                      F-15
<PAGE>
THE ALGER FUND
ALGER BALANCED PORTFOLIO
Financial Highlights
For a share outstanding throughout the period
<TABLE>
<CAPTION>
                                                                                               
                                                                                                 From June 1, 1992
                                                         Year Ended October 31,                   (commencement of
                                             ---------------------------------------------           operations)
                                               1995                 1994            1993       to October 31, 1992(iii)
                                             --------             --------        --------     ------------------------

<S>                                           <C>                 <C>             <C>               <C>       
Net asset value, beginning
   of year..............................      $ 10.65             $  11.18         $  9.95          $    10.00
                                             --------             --------        --------          ----------

Net investment income (loss)............         (.02)(i)             (.05)           (.01)               (.12)

Net realized and unrealized
   gain (loss) on investments...........         2.96                 (.39)           1.24                 .07
                                             --------             --------        --------          ----------
Total from investment
   operations...........................         2.94                 (.44)           1.23                (.05)

Distributions from net realized
   gains................................         ----                (.09)            ----                ----
                                             --------             --------        --------          ----------

Net asset value, end of year............      $ 13.59             $  10.65         $ 11.18           $    9.95
                                             ========             ========        ========          ==========

Total Return (ii).......................        27.6%                (4.0%)          12.4%               (0.5%)
                                             ========             ========        ========          ==========
Ratios and Supplemental Data:
  Net assets, end of year
     (000's omitted)....................      $ 6,214             $  3,073         $ 3,125          $    1,370
                                             ========             ========        ========          ==========
  Ratio of expenses to average
     net assets.........................        3.34%(iv)            3.18%           3.82%               5.62%
                                             ========             ========        ========          ==========
  Decrease reflected in above
     expense ratios due to expense
     reimbursements--Note 3(a)..........          .24%                ----            .75%                .75%
                                             ========             ========        ========          ==========
  Ratio of net investment income
     (loss) to average net assets.......        (.13%)               (.41%)          (.97%)             (3.07%)
                                             ========             ========        ========          ==========
 
Portfolio Turnover Rate.................       84.06%               84.88%         115.17%              17.07%
                                             ========             ========        ========          ==========
</TABLE>
 
(i)   Amount was computed based on average shares outstanding during the period.
(ii)  Does not reflect contingent deferred sales charge.
(iii) Ratios have been annualized; total return has not been annualized.
(iv)  Reflects total  expenses,  including fees offset by earnings  credits.  
      The expense ratio net of earnings credits would have been 3.25%.

                       See Notes to Financial Statements.

                                      F-16
<PAGE>

- --------------------------------------------------------------------------------
    ALGER MIDCAP GROWTH PORTFOLIO
    PORTFOLIO HIGHLIGHTS THROUGH OCTOBER 31, 1995 (UNAUDITED)
- --------------------------------------------------------------------------------

    The Alger MidCap Growth Portfolio invests in mid-sized companies.

- --------------------------------------------------------------------------------
    $10,000 HYPOTHETICAL INVESTMENT SINCE INCEPTION May 24, 1993
- --------------------------------------------------------------------------------


[The following table represents a chart in the printed piece.]

              MidCap
              Growth       S&P 400
              ------       -------
05-24-93       10,000       10,000
10-31-93       12,480       10,714
10-31-94       13,062       10,969
10-31-95       19,073       13,296


    The chart above  illustrates  the growth in value of a hypothetical  $10,000
    investment made in the Alger MidCap Growth  Portfolio and the S&P MidCap 400
    Index  on May 24,  1993,  the  inception  date of the  Alger  MidCap  Growth
    Portfolio.  Figures for the Alger MidCap Growth Portfolio and the S&P MidCap
    400 Index,  an unmanaged  index of common stocks,  include  reinvestment  of
    dividends.


- --------------------------------------------------------------------------------
    PERFORMANCE COMPARISON THROUGH October 31, 1995
- --------------------------------------------------------------------------------
                                                          Average Annual Return
                                                             Since Inception
                                             1 Year              5/24/93
                                            --------------------------------
          
           Alger MidCap Growth Portfolio       48.32%              31.11%
          
             ASSUMING REDEMPTION AT THE
             END OF EACH PERIOD                43.32%              30.28%
          
           S&P MidCap 400 Index                21.21%              12.38%
                                            --------------------------------

    THE PORTFOLIO'S  AVERAGE ANNUAL TOTAL RETURNS INCLUDE CHANGES IN SHARE PRICE
    AND  REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS.  PAST PERFORMANCE DOES NOT
    GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL WILL FLUCTUATE AND
    THE  PORTFOLIO'S  SHARES WHEN  REDEEMED MAY BE WORTH MORE OR LESS THAN THEIR
    ORIGINAL COST.

                                      F-17
<PAGE>

THE ALGER FUND
ALGER MIDCAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS
October 31, 1995

COMMON STOCKS--88.7%                             SHARES            VALUE
                                                 ------            -----
APPAREL--.9%
Tommy Hilfiger Corporation*.................    13,000         $ 495,625
                                                            ------------

BUILDING & CONSTRUCTION--.6%
Pulte Corp..................................    10,900           344,713
                                                            ------------

COMMUNICATIONS--8.9%
Ascend Communications, Inc.*................    14,000           910,000
DSC Communications Corporation*.............    17,200           636,400
Glenayre Technologies Inc.*.................    21,150         1,358,888
Tellabs, Inc.*..............................    24,000           816,000
U.S. Robotics Corp.*........................    12,000         1,110,000
                                                            ------------
                                                               4,831,288
                                                            ------------
COMPUTER RELATED &
   BUSINESS EQUIPMENT--12.5%
Altera Corporation*.........................    24,800         1,500,400
Bay Networks Inc.*..........................    24,000         1,590,000
Dell Computer Corporation*..................     8,800           410,300
Read-Rite Corporation*......................    13,100           456,862
Seagate Technology*.........................    25,000         1,118,750
3 Com Corp.*................................     6,000           282,000
Xilinx, Inc.*...............................    30,200         1,389,200
                                                            ------------
                                                               6,747,512
                                                            ------------
COMPUTER SOFTWARE--2.5%
Computron Software, Inc.*...................    15,000           255,000
Informix Corporation*.......................    16,800           489,300
Learning Company (The)*.....................    10,000           590,000
                                                            ------------
                                                               1,334,300
                                                            ------------
COMPUTER TECHNOLOGY--2.5%
AVX Corporation*............................     8,000           249,000
Adaptec, Inc.*..............................    12,000           534,000
Integrated Silicon Systems, Inc.*...........    20,000           587,500
                                                            ------------
                                                               1,370,500
                                                            ------------
CONSUMER PRODUCTS--2.0%
CUC International Inc.*.....................     9,000           311,625
Oakley, Inc.*...............................    22,500           776,250
                                                            ------------
                                                               1,087,875
                                                            ------------
FINANCIAL SERVICES--4.3%
Advanta Corp. Class B.......................     7,250           259,188
First Data Corporation......................    22,445         1,484,169
Lehman Brothers Holdings Inc................    14,200           308,850
Schwab (Charles) Corporation (The)..........    10,900           249,338
                                                            ------------
                                                               2,301,545
                                                            ------------

HEALTHCARE--16.6%
Apria Healthcare Group Inc.*................    15,300           330,862
Biochem Pharma Inc.*........................    30,300         1,158,975
Boston Scientific Corporation*..............    10,000           421,250
Cardinal Health, Inc........................    22,000         1,130,250
Genzyme Corp.--General Division*............    10,000           582,500
Health Management Associates, Inc.*.........    25,500           548,250
Healthsource, Inc.*.........................    25,800         1,367,400
MedPartners, Inc.*..........................    24,000           672,000
Nellcor Puritan Bennett Inc.*...............     5,600           322,000
Oxford Health Plans, Inc.*..................    12,900         1,009,425
Summit Technology Inc.*.....................    27,300         1,214,850
United Healthcare Corporation...............     3,600           191,250
                                                            ------------
                                                               8,949,012
                                                            ------------
LEISURE & ENTERTAINMENT--.6%
Mirage Resorts, Incorporated*...............     9,200           301,300
                                                            ------------
POLLUTION CONTROL--4.3%
United Waste Systems, Inc.*.................    25,000           987,500
USA Waste Services, Inc.*...................    65,200         1,369,200
                                                            ------------
                                                               2,356,700
                                                            ------------
RESTAURANTS & LODGING--5.4%
La Quinta Inns, Inc.........................    35,000           901,250
Lone Star Steakhouse & Saloon, Inc.*........    37,100         1,432,988
Outback Steakhouse, Inc.*...................    18,500           580,438
                                                            ------------
                                                               2,914,676
                                                            ------------
RETAILING--8.5%
CompUSA Inc.*...............................    21,000           803,250
Global DirectMail Corp.*....................    20,000           545,000
OfficeMax, Inc.*............................    58,500         1,447,875
Tandy Corporation...........................    19,900           982,562
Viking Office Products, Inc.*...............    18,200           809,900
                                                            ------------
                                                               4,588,587
SEMICONDUCTORS--10.7%
Alliance Semiconductor Corp.*...............    15,000           461,250
Cirrus Logic, Inc.*.........................    15,000           631,875
Integrated Device Technology, Inc.*.........    23,400           444,600
LSI Logic Corporation*......................    21,500         1,013,188
Linear Technology Corporation...............    25,000         1,093,750
Maxim Integrated Products, Inc.*............    18,000         1,345,500
Microchip Technology Incorporated*..........    20,000           793,760
                                                            ------------
                                                               5,783,923
                                                            ------------
SEMICONDUCTORS CAPITAL
   EQUIPMENT--4.2%
ASM Lithography Holdings*...................    13,000           645,125
Lam Research Corporation*...................    11,000           669,625
OnTrak Systems, Inc.*.......................    11,000           215,875
Teradyne, Inc.*.............................    21,700           724,238
                                                            ------------
                                                               2,254,863
                                                            ------------

                                      F-18
<PAGE>

THE ALGER FUND
ALGER MIDCAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (Continued)
October 31, 1995

COMMON STOCKS--(cont.)                           SHARES            VALUE
                                                 ------            -----
MISCELLANEOUS--4.2%
Loewen Group Inc..........................      25,000       $ 1,001,188
Service Corporation International.........      31,600         1,267,950
                                                            ------------
                                                               2,269,138
                                                            ------------
Total Common Stocks
   (Cost $ 38,217,155)....................                    47,931,557
                                                            ------------

SHORT-TERM                                  PRINCIPAL
CORPORATE NOTES--11.7%                        AMOUNT             VALUE
                                            ---------            -----
AT&T Corp.,
   5.73%, 11/14/95........................  $1,200,000       $ 1,197,517
International Lease Finance Corp.,
   5.72%, 11/01/95........................   1,200,000         1,200,000
Merrill Lynch & Co., Inc.,
   5.73%, 11/07/95........................     100,000            99,905
Spiegel Funding Corp.,
   5.73%, 11/02/95........................   1,300,000         1,299,793
   5.80%, 11/06/95........................   1,000,000           999,194
State Mutual Life Assurance Co.
   of America,
   5.73%, 11/03/95........................   1,400,000         1,399,554
Washington Square Mortgage Co.,
   5.78%, 11/03/95........................     100,000            99,968
                                                            ------------
Total Short-Term Corporate Notes
   (Cost $6,295,931)......................                     6,295,931
                                                            ------------
Total Investments
   (Cost $44,513,086)(a)..................       100.4%       54,227,488

Liabilities in Excess of
   Other Assets...........................         (.4)         (211,008)
                                                 -----      ------------

Net Assets................................       100.0%      $54,016,480
                                                 =====      ============


*   Non-income producing security.
(a) At October 31, 1995, the net unrealized  appreciation on investments,  based
    on cost  for  federal  income  tax  purposes  of  $44,513,086,  amounted  to
    $9,714,402,  which consisted of aggregate gross  unrealized  appreciation of
    $10,781,781 and aggregate gross unrealized depreciation of $1,067,379.

                       See Notes to Financial Statements.


                                      F-19
<PAGE>
THE ALGER FUND
ALGER MIDCAP GROWTH PORTFOLIO
Financial Highlights
For a share outstanding throughout the period
<TABLE>
<CAPTION>
                                                                            
                                                                             From May 24, 1993
                                                Year Ended October 31,         (commencement of
                                              -------------------------          operations) 
                                                1995             1994       to October 31, 1993(i)
                                              -------          --------    ----------------------
<S>                                           <C>              <C>               <C>    
Net asset value, beginning
   of year...........................         $ 12.77          $  12.48          $ 10.00
                                              -------          --------          -------

Net investment income (loss).........            (.08)             (.11)            (.09)

Net realized and unrealized
   gain (loss) on investments........            6.25               .68             2.57
                                              -------          --------          -------

Total from investment
   operations........................            6.17               .57             2.48

Distributions from net realized
   gains.............................            ----              (.28)            ----
                                              -------          --------          -------

Net asset value, end of year.........         $ 18.94          $  12.77          $ 12.48
                                              =======          ========          =======

Total Return (ii)....................           48.3%              4.7%            24.8%
                                              =======          ========          =======

Ratios and Supplemental Data:
  Net assets, end of year
     (000's omitted).................        $ 54,016          $ 18,516          $ 3,836
                                              =======          ========          =======
  Ratio of expenses to average
     net assets......................           2.39%(iii)        3.20%            3.73%
                                              =======          ========          =======
  Decrease reflected in above
     expense ratio due to expense
     reimbursements-Note 3(a)........            ----               .07%             .80%
                                              =======          ========          =======
  Ratio of net investment income
     (loss) to average net assets....          (1.71%)           (2.32%)          (2.86%)
                                              =======          ========          =======

  Portfolio Turnover Rate............         121.60%           127.40%           57.64%
                                              =======          ========          =======
</TABLE>
(i)  Ratios have been annualized; total return has not been annualized.
(ii) Does not reflect contingent deferred sales charge.
(iii)Reflects total  expenses,  including fees offset by earnings  credits.  The
     expense ratio net of earnings credits would have been 2.34%.

                       See Notes to Financial Statements.


                                      F-20
<PAGE>


- --------------------------------------------------------------------------------
   ALGER CAPITAL APPRECIATION PORTFOLIO
   PORTFOLIO HIGHLIGHTS THROUGH OCTOBER 31, 1995 (UNAUDITED)
- --------------------------------------------------------------------------------

   The Alger Capital Appreciation  Portfolio focuses on companies with promising
   growth  potential and uses some special  investment  tools such as leveraging
   and options and futures transactions.

- --------------------------------------------------------------------------------
   $10,000 HYPOTHETICAL INVESTMENT SINCE INCEPTION November 1, 1993
- --------------------------------------------------------------------------------

[The following table represents a chart in the printed piece.]

              Cap App       S&P 500
              -------       -------
01-11-93       10,000       10,000
10-31-94       11,110       10,387
10-31-95       18,220       13,133


   The chart above  illustrates  the growth in value of a  hypothetical  $10,000
   investment made in the Alger Capital  Appreciation  Portfolio and the S&P 500
   on November 1, 1993,  the inception  date of the Alger  Capital  Appreciation
   Portfolio.  Figures for the Alger Capital Appreciation  Portfolio and the S&P
   500 Index,  an unmanaged  index of common  stocks,  include  reinvestment  of
   dividends.


- --------------------------------------------------------------------------------
   PERFORMANCE COMPARISON THROUGH October 31, 1995
- --------------------------------------------------------------------------------
                                                         Average Annual Return
                                                            Since Inception
                                             1 Year             11/1/93
                                        ---------------------------------------

  Alger Capital Appreciation Portfolio        67.60%            36.46%

    ASSUMING REDEMPTION AT THE
    END OF EACH PERIOD                        62.60%            34.98%

  S&P 500                                     26.44%            14.60%
                                        ---------------------------------------

   THE  PORTFOLIO'S  AVERAGE ANNUAL TOTAL RETURNS INCLUDE CHANGES IN SHARE PRICE
   AND  REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS.  PAST  PERFORMANCE DOES NOT
   GUARANTEE FUTURE RESULTS.  INVESTMENT RETURN AND PRINCIPAL WILL FLUCTUATE AND
   THE  PORTFOLIO'S  SHARES WHEN  REDEEMED  MAY BE WORTH MORE OR LESS THAN THEIR
   ORIGINAL COST.


                                      F-21



<PAGE>

THE ALGER FUND
ALGER CAPITAL APPRECIATION PORTFOLIO
SCHEDULE OF INVESTMENTS
October 31, 1995

COMMON STOCKS--95.4%                Shares       Value
                                    ------       -----

APPAREL--.1%
Tommy Hilfiger Corporation*......  1,000  $    38,125
                                         -------------  

COMMUNICATIONS--6.6%
ADC Telecommunications, Inc.* ...  3,200      128,000
DSC Communications Corporation*.. 14,500      536,500
DSP Communications, Inc.*........  3,000      108,750
Glenayre Technologies Inc.*...... 10,300      661,775
Network Equipment
  Technologies, Inc.*............  2,300       75,036
U.S. Robotics Corp.*.............  7,600      703,000
                                         -------------  
                                            2,213,061
                                         -------------  

COMPUTER RELATED &
  BUSINESS EQUIPMENT--20.7%
Altera Corporation*.............. 14,600      883,300
Bay Networks Inc.*............... 17,700    1,172,625
Cisco Systems, Inc.*.............  2,000      155,000
Creative Technology Ltd.*........ 48,000      558,000
Dell Computer Corporation*.......  7,000      326,375
Digital Equipment Corporation*... 10,000      541,250
ESS Technology, Inc.*............ 25,000      750,000
Gateway 2000, Inc.*..............  5,000      166,875
Komag, Incorporated*............. 17,500      997,500
Read-Rite Corporation*........... 10,000      348,750
Stormedia Inc., Cl. A*...........  5,000      230,000
3 Com Corp.*.....................  2,000       94,000
Xilinx, Inc.*.................... 16,000      736,000
                                         -------------  
                                            6,959,675
                                         -------------  

COMPUTER SOFTWARE--9.8%
Activision Inc.*................. 35,000      586,250
Cooper & Chyan Technology, Inc.*. 13,000      183,625
Electronics For Imaging Inc.*....  6,000      493,500
Enterprise Systems Inc.*......... 12,000      280,500
EPIC Design Technology, Inc.*....  2,500      115,000
Logic Works Inc.................. 10,000      152,500
Maxis Inc.*...................... 19,500      862,875
Microsoft Corporation*...........  2,600      260,000
S3 Incorporated*.................  7,000      119,875
Symantec Corp.*.................. 10,000      243,130
                                         -------------  
                                            3,297,255
                                         -------------  

COMPUTER TECHNOLOGY--3.8%
Actel Corporation*............... 19,000      223,250
Adaptec, Inc.*...................  1,400       62,300
C.P. Clare Corporation*.......... 28,000      724,500
Pinnacle Systems, Inc.*..........  8,000      251,000
                                         -------------  
                                            1,261,050
                                         -------------  

DEFENSE--.5%
McDonnell Douglas Corporation....    500 $     40,875
Tracor, Inc.*....................  7,600      121,600
                                         -------------  
                                              162,475
                                         -------------  

FINANCIAL SERVICES--1.9%
First Data Corporation...........  9,572      632,935
Lehman Brothers Holdings Inc.....  1,000       21,750
                                         -------------  
                                              654,685
                                         -------------  

HEALTHCARE--16.0%
Biochem Pharma Inc.*............. 30,000    1,147,500
Cardinal Health, Inc.............  5,000      256,875
CellPro Incorporated*............ 25,000      290,625
Genzyme Corp.--General Division*.  7,000      407,750
HPR Inc.*........................  5,000      130,000
Healthsource, Inc.*..............  7,800      413,400
Hologic, Inc.*................... 17,500      455,000
IDEXX Laboratories Inc.*.........  5,000      203,750
Lilly (Eli) Co...................  3,800      367,175
Liposome Company Inc.*........... 20,000      307,500
Medtronic, Inc...................  2,000      115,500
Nellcor Puritan Bennett Inc.*....  3,000      172,500
Summit Technology Inc.*..........  7,700      342,650
Target Therapeutics, Inc.*....... 10,000      775,000
                                         -------------  
                                            5,385,225
                                         -------------  

POLLUTION CONTROL--1.3%
United Waste Systems, Inc.*...... 10,000      395,000
USA Waste Services, Inc.*........  1,700       35,700
                                         -------------  
                                              430,700
                                         -------------  

RESTAURANTS & LODGING--2.5%
DF&R Restaurants, Inc.*..........  7,400      225,700
Lone Star Steakhouse & 
  Saloon, Inc.* ................. 15,300      590,962
Outback Steakhouse, Inc.*........  1,100       34,512
                                         -------------  
                                              851,174
                                         -------------  

RETAILING--2.0%
CompUSA Inc.*....................  7,500      286,875
OfficeMax, Inc.*................. 13,300      329,175
Viking Office Products, Inc.*....  1,500       66,750
                                         -------------  
                                              682,800
                                         -------------  

                                      F-22

<PAGE>

THE ALGER FUND
ALGER CAPITAL APPRECIATION PORTFOLIO
SCHEDULE OF INVESTMENTS (Continued)
October 31, 1995

COMMON STOCKS--(cont.)            Shares       Value
                                  ------       ----- 
SEMICONDUCTORS--18.8%
Alliance Semiconductor Corp.*.... 10,000  $   307,500
Cirrus Logic, Inc.*.............. 16,000      674,000
Integrated Device 
  Technology, Inc.* ............. 25,600      486,400
Intel Corporation................ 10,000      698,750
LSI Logic Corporation*........... 13,600      640,900
Linear Technology Corporation....  2,000       87,500
Maxim Integrated Products, Inc.*. 13,500    1,009,125
Micro Linear Corporation*........ 23,200      356,700
Microchip Technology 
  Incorporated* ................. 27,400    1,087,450
Micron Technology, Inc...........  3,000      211,875
Paradigm Technology, Inc.*.......  8,500      187,000
Texas Instruments, Incorporated..  3,600      245,700
TriQuint Semiconductor, Inc.*.... 13,900      316,225
                                         -------------  
                                            6,309,125
                                         -------------  

SEMICONDUCTORS
  CAPITAL EQUIPMENT--9.7%
AG Associates, Inc.*.............  6,000      132,750
ASM Lithography Holdings*........ 14,900      739,412
FSI International, Inc.*......... 10,800      256,500
GaSonics International Corp.*....  6,200      204,600
Kulicke and Soffa 
  Industries, Inc.* .............  6,000      210,000
Lam Research Corporation*........  3,200      194,800
OnTrak Systems, Inc.*............  7,200      141,300
Opal, Inc.*...................... 12,000      181,500
Tencor Instruments*..............  9,200      392,150
Teradyne, Inc.*..................  5,800      193,575
Ultratech Stepper, Inc.*......... 15,800      632,000
                                         -------------
                                            3,278,587
                                         -------------

MISCELLANEOUS--1.7%
Redhook Ale Brewery, 
  Incorporated* .................  4,500      132,750
Service Corporation 
  International ................. 11,000      441,375
                                         -------------
                                              574,125
                                         -------------

Total Common Stocks
  (Cost $30,960,476).............          32,098,062
                                         -------------  

WARRANTS--2.2%
SEMI-CONDUCTORS
Intel Corp. Warrants,
  expire 3/14/98 (Cost $720,833). 20,000      740,000
                                         -------------  

                                Principal
SHORT-TERM                       Amount        Value
CORPORATE NOTES--4.6%           ---------     ------

AT&T Corp.,
  5.73%, 11/14/95................$600,000 $    598,759
International Lease Finance Corp.,
  5.72%, 11/01/95................ 280,000      280,000
Merrill Lynch & Co. Inc.,
  5.73%, 11/07/95................ 180,000      179,828
Spiegel Funding Corp.,
  5.73%, 11/02/95................ 200,000      199,968
Washington Square Mortgage Co.,
  5.78%, 11/03/95................ 290,000      289,906
                                         -------------  

Total Short-Term Corporate Notes
  (Cost $1,548,461)..............           1,548,461
                                         -------------  

Total Investments
  (Cost $33,229,770)(a)..........  102.2%  34,386,523

Liabilities in Excess of
  Other Assets...................   (2.2)    (746,972)
                                  -------  -----------  
Net Assets.......................  100.0% $33,639,551
                                  =======  ===========       

*  Non-income producing security.
(a)At October 31, 1995, the net unrealized  appreciation on  investments,  based
   on  cost  for  federal  income  tax  purposes  of  $33,229,770   amounted  to
   $1,156,753,  which  consisted of aggregate gross  unrealized  appreciation of
   $3,066,212 and aggregate gross unrealized depreciation of $1,909,459.


                       See Notes to Financial Statements.


                                      F-23
<PAGE>

THE ALGER FUND
ALGER CAPITAL APPRECIATION PORTFOLIO (i)
Financial Highlights
For a share outstanding throughout the period
<TABLE>
<CAPTION>



                                                                                     YEAR ENDED OCTOBER 31,
                                                                                ---------------------------------
                                                                                     1995              1994
                                                                                ---------------   ---------------

<S>                                                                              <C>               <C>         
Net asset value, beginning of year .......................................       $      11.11      $      10.00
                                                                                 ------------      ------------

Net investment income (loss) .............................................              (0.47)(ii)        (0.47)
Net realized and unrealized gain (loss) on investments ...................               7.98              1.58
                                                                                 ------------      ------------

      Total from investment operations ...................................               7.51              1.11
                                                                                 ------------      ------------

Net asset value, end of year .............................................       $      18.62      $      11.11
                                                                                 ============      ============

Total Return (iii) .......................................................              67.6%             11.1%
                                                                                 ============      ============

Ratios and Supplemental Data:
      Net assets, end of year (000's omitted) ............................       $     33,640      $      2,369
                                                                                 ============      ============

      Ratio of expenses excluding interest to average net assets .........              3.26%             4.13%
                                                                                 ============      ============

      Ratio of expenses including interest to average net assets .........              3.54%(iv)         5.53%
                                                                                 ============      ============

      Decrease reflected in above expense ratios due to expense
      reimbursements--Note 3(a) ..........................................               ----             0.85%
                                                                                 ============      ============

      Ratio of net investment income (loss) to average net assets ........             (3.02%)           (5.12%)
                                                                                 ============      ============

      Portfolio Turnover Rate ............................................            197.65%           231.99%
                                                                                 ============      ============

      Debt outstanding at end of year ....................................               ----      $   651,000
                                                                                 ============      ============

      Average amount of debt outstanding during the year .................       $    293,153      $    406,864
                                                                                 ============      ============

      Average daily number of shares outstanding during the year .........            543,270           191,676
                                                                                 ============      ============

      Average amount of debt per share during the year ...................       $       0.54      $       2.12
                                                                                 ============      ============
</TABLE>



(i)  Prior to March 27, 1995, the Alger Capital  Appreciation  Portfolio was the
     Alger Leveraged AllCap Portfolio.
(ii) Amount was computed based on average shares outstanding during the period.
(iii)Does not reflect contingent deferred sales charge.
(iv) Reflects total  expenses,  including fees offset by earnings  credits.  The
     expense ratio net of earnings credits would have been 3.43%.


                       See Notes to Financial Statements.


                                      F-24

<PAGE>


THE ALGER FUND
ALGER MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
October 31, 1995

SHORT-TERM CORPORATE            PRINCIPAL
  NOTES--93.1%                    AMOUNT        VALUE
                                ---------       -----

AUTOMOBILES--7.6%
American Honda Finance Corp.
  5.77%, 11/7/95............. $7,700,000     $ 7,692,595
Daimler-Benz                               
  North America Corp.,                     
  5.71%, 11/7/95.............    200,000         199,810
Ford Motor Credit Corp.,                   
  5.72%, 11/1/95.............  6,200,000       6,200,000
                                            ------------
                                              14,092,405
                                            ------------
                                           
AUTOMOTIVE EQUIPMENT                       
  & SERVICES--4.4%                         
Bridgestone/Firestone Inc.,                
  5.75%, 1/18/96.............  8,200,000       8,097,842
                                            ------------
                                           
BANKS--20.1%                               
Bank of America,                           
  5.00%, 6/1/96 .............  3,000,000       2,985,097
Banca CRT Financial Corp.,                 
  5.75%, 11/8/95.............  8,100,000       8,090,944
BOT Financial Corp.,                       
  5.90%, 1/16/96 (a).........  8,600,000       8,492,882
Caisse Centrale Desjardins                 
  Du Quebec,                               
  5.70%, 11/14/95............  4,000,000       3,991,767
ING Group Bank,                            
  5.73%, 11/9/95.............  6,000,000       5,992,360
Shinhan Bank,                              
  5.80%, 11/27/95............  8,000,000       7,966,489
                                            ------------
                                              37,519,539
                                            ------------
                                           
BROKERAGE--5.2%                            
Dean Witter, Discover & Co.,               
  5.73%, 11/17/95............  7,800,000       7,780,136
Merrill Lynch & Co., Inc.                  
  5.73%, 11/7/95.............  1,800,000       1,798,281
                                            ------------
                                               9,578,417
                                            ------------
                                           
COMPUTER                                   
  TECHNOLOGY--4.4%                         
CSC Enterprises,                           
  5.68-5.77%,                              
  11/21/95-12/11/95..........  8,200,000       8,160,671
                                            ------------
                                           
CONSUMER PRODUCTS--2.8%                    
Golden Peanut Co.,                         
  5.68%, 1/5/96..............  5,200,000       5,146,671
                                            ------------
                                           
ELECTRONICS--4.5%                          
Hitachi, LTD,                              
  5.68%, 11/1/95.............  8,300,000       8,300,000
                                            ------------
                                           
FINANCE--19.1%                             
Dynamic Funding Corp.,                     
  5.90%, 1/11/96.............  4,000,000       3,953,456
Honeywell, Inc.,                           
  5.75%, 11/1/95.............  7,700,000       7,700,000
Province of Quebec,                        
  5.70%, 2/1/96..............  7,000,000       6,898,033
Sanwa Business Credit Corp.,               
  5.78-5.86%, 1/18/96-1/25/96  9,000,000       8,882,039
SRD Finance Inc.,                          
  5.85%, 11/21/95............  8,000,000       7,974,000
                                            ------------
                                              35,407,528
                                            ------------
                                           
HEALTHCARE--2.7%                           
Allergan Inc.,                             
  5.73%, 11/7/95.............  5,000,000       4,995,225
                                            ------------

IMPORT/EXPORT--1.6%                        
The Harper Group Inc.,                     
  5.71%, 11/9/95.............  3,000,000       2,996,193
                                            ------------

REAL ESTATE--4.6%                          
Washington Square Mortgage                 
  Corp.,                                   
  5.78%, 11/3/95-11/9/95.....  8,500,000       8,492,984
                                            ------------
                                           
                                         
RETAIL--1.8%
Spiegal Inc.,
  5.80%, 11/6/95.............  3.400,000       3,397,261
                                            ------------
                                                        
TRADING COMPANY--7.4%                      
Mitsubishi International Corp.,            
  5.74%, 11/10/95............  6,000,000       5,991,390
Mitsui & Co., (USA) Inc.,                  
  5.60%, 3/11/96.............  8,000,000       7,836,978
                                            ------------
                                              13,828,368
                                            ------------
                                           
UTILITIES--6.9%                            
AT&T Capital Corp.,                        
  5.73%, 11/14/95............  8,800,000       8,781,791
Elmore Funding L.P.,                       
  5.72%, 1/11/96.............  4,100,000       4,053,747
                                            ------------
                                              12,835,538
                                            ------------
                                           
Total Short-Term Corporate                 
  Notes (Cost $172,848,642)..                172,848,642
                                            ------------
                                                        
CERTIFICATES OF DEPOSIT--4.7%              
Banco Espirito Santo North                 
  America Capital Corp.,                   
  5.8125%, 1/25/96                         
  (Cost $8,800,000)..........  8,800,000       8,800,000
                                            ------------

Total Investments
  (Cost $181,648,642)(b).........   97.8%    181,648,642
Other Assets 
  in Excess of Liabilities.......    2.2       4,172,890
                                            ============
Net Assets.......................    100%   $185,821,532
                                            ============


(a)Pursuant to Securities and Exchange  Commission Rule 144A,  these  securities
   may be sold prior to their maturity only to qualified institutional buyers.
(b) At October 31, 1995, the cost of investments for federal income tax purposes
  was the same as the cost for financial reporting purposes.

                       See Notes to Financial Statements.

                                      F-25

<PAGE>


THE ALGER FUND
ALGER MONEY MARKET PORTFOLIO
Financial Highlights
For a share outstanding throughout the period
<TABLE>
<CAPTION>


                                                                   Year Ended October 31,
                                                  ----------------------------------------------------------

                                                   1995         1994         1993         1992        1991
                                                   ----         ----         ----         ----        ---- 
<S>                                               <C>         <C>          <C>          <C>         <C>     
Net asset value, beginning
   of year.........................               $ 1.000     $ 1.0000     $ 1.0000     $ 1.0000    $ 1.0000
                                                  -------     --------     --------     --------    --------  

Net investment income..............                 .0573        .0374        .0304        .0424       .0671

Dividends from net
   investment income...............                (.0573)      (.0374)      (.0304)      (.0424)     (.0671)
                                                  -------     --------     --------     --------    --------  

Net asset value, end of year.......               $ 1.000     $ 1.0000     $ 1.0000     $ 1.0000    $ 1.0000
                                                  =======     ========     ========     ========    ========

Total Return.......................                  5.9%         3.8%         3.1%         4.3%        6.9%
                                                  =======     ========     ========     ========    ========

Ratios and Supplemental Data:
  Net assets, end of year
     (000's omitted)...............              $185,822     $163,170     $126,567     $135,288    $160,898
                                                  =======     ========     ========     ========    ========

  Ratio of expenses to average
     net assets....................                  .29%(i)      .27%         .41%         .25%        .18%
                                                  =======     ========     ========     ========    ========

  Decrease reflected in above
     expense ratios due to
     expense reimbursements
     and management fee
     waivers-Note 3(a).............                  .50%         .50%         .50%         .60%        .63%
                                                  =======     ========     ========     ========    ========

  Ratio of net investment
     income to average net
     assets........................                 5.73%        3.78%        3.04%        4.30%       6.76%
                                                  =======     ========     ========     ========    ========
</TABLE>

(i)  Reflects total  expenses,  including fees offset by earnings  credits.  The
     expense ratio net of earnings credits would have been 0.27%.


                       See Notes to Financial Statements.



                                      F-26
<PAGE>


THE ALGER FUND
STATEMENTS OF ASSETS AND  LIABILITIES
(in thousands, except per share amounts)
October 31, 1995
<TABLE>
<CAPTION>

                                                         Small                        Capital
                                                        Capital-             MidCap    Appre-      Money
                                            Growth      ization   Balanced   Growth    ciation    Market
ASSETS:                                    Portfolio   Portfolio  Portfolio Portfolio Portfolio  Portfolio
                                           ---------   ---------  --------- --------- ---------  ---------
<S>                                       <C>         <C>         <C>       <C>       <C>       <C>     
Investments in securities, at value
   (identified cost*)-see accompany-
   ing schedules of investments .......   $153,664    $461,467    $5,862    $54,227   $34,387   $181,649
Cash ..................................         70       2,957        18        127       695        260
Receivable for investment
   securities sold.....................         --       6,160        35        531       521         --
Receivable for shares of beneficial
    interest sold......................      1,984       3,294       371        817       799      5,029
Dividends and interest
   receivable..........................         50          31        27          2        --         80
Prepaid expenses and other assets......         16          35         5          5         5          8
                                         ---------   ---------   -------    -------   -------   --------
    Total Assets.......................    155,784     473,944     6,318     55,709    36,407    187,026
                                         ---------   ---------   -------    -------   -------   --------

LIABILITIES:
Payable for investment
   securities purchased................      1,142       6,794        73        321     1,795         --
Payable for shares of beneficial
   interest redeemed...................         41       2,461        --      1,244       872      1,044
Interest payable.......................         --          --        --         --         4         --
Accrued investment management fees.....         96         341         4         35        23         --
Accrued distribution fees .............         96         301         4         33        20         --
Accrued shareholder servicing fees.....         32         100         1         11         7         --
Dividends payable-Note 2(c)............         --          --        --         --        --         20
Accrued expenses.......................         93         229        22         49        46        140
                                         ---------   ---------   -------    -------   -------   --------
    Total Liabilities..................      1,500      10,226       104      1,693     2,767      1,204
                                         ---------   ---------   -------    -------   -------   --------
NET ASSETS ............................   $154,284    $463,718    $6,214    $54,016   $33,640   $185,822
                                         =========  ==========   =======    =======   =======   ========


Net Assets Consist of:
  Paid-in capital.....................    $115,263    $286,504    $5,284    $40,563   $31,375   $185,872
  Undistributed net investment
     income (accumulated loss).........     (2,406)    (17,471)      (55)      (817)     (373)        --
  Undistributed net realized
     gain (accumulated loss)...........     12,118      37,256       130      4,556     1,481        (50)
  Net unrealized appreciation..........     29,309     157,429       855      9,714     1,157         --
                                         ---------   ---------   -------    -------   -------   --------
NET ASSETS ............................   $154,284    $463,718    $6,214    $54,016   $33,640   $185,822
                                         =========  ==========   =======    =======   =======   ========

Shares of beneficial interest
   outstanding-Note 6..................     16,442      41,675       457      2,853     1,806    185,872
                                         =========  ==========   =======    =======   =======   ========


NET ASSET VALUE PER SHARE..............      $9.38     $ 11.13    $13.59     $18.94    $18.62      $1.00
                                         =========  ==========   =======    =======   =======   ========


*Identified cost.......................   $124,355    $304,038    $5,007    $44,513   $33,230   $181,649
                                         =========  ==========   =======    =======   =======   ========
</TABLE>


                       See Notes to Financial Statements.


                                      F-27
<PAGE>


THE ALGER FUND
STATEMENTS OF OPERATIONS (in thousands)
For the year ended October 31, 1995
<TABLE>
<CAPTION>

                                                               Small                         Capital
                                                             Capital-              MidCap    Appre-      Money
                                                  Growth      ization   Balanced   Growth    ciation    Market
INVESTMENT INCOME:                               Portfolio   Portfolio  Portfolio Portfolio Portfolio*  Portfolio
                                                 ---------   ---------  --------- --------- ---------   ---------
Income:
<S>                                               <C>          <C>        <C>       <C>       <C>          <C>
  Dividends .............................         $  714       $ 379      $ 13      $  61     $  17        $--
  Interest ..............................            332         912        98        132        20      9,961
                                                 -------     -------     -----      -----     -----     -------
  Total Income...........................          1,046       1,291       111        193        37      9,961

Expenses:
  Management fees-Note 3(a)..............            760       3,118        27        244        77        830
  Distribution fees-Note 3(b)............            760       2,751        27        229        68         --
  Shareholder servicing fees-Note 3(f)...            253         917         9         76        23         --
  Interest on line of credit utilized-Note 5                      --        --         --        --         25
   --
  Custodian fees.........................             33          51         5         14        13         38
  Transfer agent fees and
     expenses-Note 3(e)..................            197         696        14         79        52        322
  Professional fees......................             35          37        20         32        20         18
  Trustees' fees.........................              5           5         5          5         5          5
  Registration fees......................             37          42        17         30        32         51
  Miscellaneous..........................             40         139         4         20         6         42
                                                 -------     -------     -----      -----     -----     -------
   2,120                                           7,756         128       729        321     1,306

Less, earnings credits-Note 2(e).........            (27)        (32)       (3)       (14)      (11)       (22)
Less, expense reimbursements and fee waivers-
     Note 3(a)...........................             --          --        (9)        --        --       (830)
                                                 -------     -------     -----      -----     -----     -------
  Total net expenses.....................          2,093       7,724       116        715       310        454
                                                 -------     -------     -----      -----     -----     -------
NET INVESTMENT
   INCOME (LOSS).........................         (1,047)     (6,433)       (5)      (522)     (273)     9,507
                                                 -------     -------     -----      -----     -----     -------
REALIZED AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on investments..         11,826      32,765       215      4,286     1,551        (20)
Net change in unrealized appreciation
  on investments.........................         22,002     114,070       644      8,407       826         --
                                                 -------     -------     -----      -----     -----     -------
Net realized and unrealized
  gain (loss) on investments.............         33,828     146,835       859     12,693     2,377        (20)
                                                 -------     -------     -----      -----     -----     -------
  NET INCREASE IN NET ASSETS
     RESULTING FROM OPERATIONS...........        $32,781    $140,402    $  854    $12,171    $2,104     $9,487
                                                 =======     =======    ======     ======    ======     =======
</TABLE>


*Prior to March 27, 1995, the Alger Capital Appreciation Portfolio was the Alger
Leveraged AllCap Portfolio.

                       See Notes to Financial Statements.

                                      F-28

<PAGE>


THE ALGER FUND
ALGER CAPITAL APPRECIATION PORTFOLIO*
STATEMENT OF CASH FLOWS (in thousands)
For the year ended October 31, 1995


Increase (decrease) in Cash: Cash flows from operating activities:
    Dividends received ..............................................   $    17
    Interest received ...............................................        20
    Interest paid ...................................................       (21)
    Operating expenses paid .........................................      (207)
    Purchase of investment securities ...............................   (45,802)
    Purchase of short-term securities, net ..........................    (1,548)
    Proceeds from disposition of investment securities ..............    19,629
    Other ...........................................................         5
                                                                        ------- 

        Net cash used in operating activities .......................   (27,907)
                                                                        ------- 

Cash flows from financing activities:
    Proceeds from shares sold .......................................    38,186
    Payments on shares redeemed .....................................    (8,948)
    Repayment of bank borrowings ....................................      (651)
                                                                        ------- 

          Net cash provided by financing activities .................    28,587
                                                                        ------- 

Net increase in cash ................................................       680
Cash--beginning of year .............................................        15
                                                                        ------- 
Cash--end of year ...................................................      $ 695
                                                                        ======= 


Reconciliation  of net  increase  in net  assets 
to net cash  used in  operating activities:
      Net increase in net assets resulting from operations ..........   $ 2,104
      Increase in investments in securities .........................   (28,930)
      Increase in receivable for investment securities sold .........      (521)
      Increase in payable for investment securities purchased .......     1,729
      Net realized gain .............................................    (1,552)
      Net increase in unrealized appreciation .......................      (826)
      Increase in accrued expenses and other liabilities ............        81
      Net decrease in other assets ..................................         8
                                                                        ------- 

          Net cash used in operating activities .....................  $(27,907)
                                                                        ======= 


*Prior to March 27, 1995, the Alger Capital Appreciation Portfolio was the Alger
Leveraged AllCap Portfolio.

                       See Notes to Financial Statements.

                                      F-29


<PAGE>
THE ALGER FUND
STATEMENTS  OF CHANGES IN NET ASSETS (in  thousands)  
For the year ended October 31, 1995
<TABLE>
<CAPTION>

                                                             Small                         Capital
                                                            Capital-              MidCap    Appre-      Money
                                                  Growth     ization   Balanced   Growth   ciation      Market
                                                Portfolio  Portfolio  Portfolio Portfolio Portfolio*  Portfolio
                                              ----------   ---------    ------    -------   -------   --------
<S>                                            <C>          <C>       <C>        <C>        <C>        <C>    
Net investment income (loss)............       $  (1,047)   $ (6,433) $     (5)  $   (522)  $  (273)   $ 9,507
Net realized gain (loss)
   on investments........................         11,826      32,765       215      4,286     1,551        (20)
Net change in unrealized appreciation
   on investments........................         22,002     114,070       644      8,407       826         --
                                              ----------   ---------    ------    -------   -------   --------
    Net increase in net assets
       resulting from operations.........         32,781     140,402       854     12,171     2,104      9,487
Dividends to shareholders:
  Net investment income..................             --          --        --         --        --     (9,507)
  Net realized gains....................          (1,768)       (170)       --         --        --         --
Net increase from
   shares of beneficial interest
   transactions-Note 6...................         46,881      28,596     2,287     23,329    29,167     22,672
                                              ----------   ---------    ------    -------   -------   --------
      Total increase.....................         77,894     168,828     3,141     35,500    31,271     22,652
Net Assets:
   Beginning of period ..................         76,390     294,890     3,073     18,516     2,369    163,170

  End of period..........................       $154,284    $463,718    $6,214    $54,016   $33,640   $185,822
                                              ==========   =========    ======    =======   =======   ========

Undistributed net investment
   income (accumulated loss)............      $   (2,406)  $ (17,471)   $  (55)   $  (817)  $  (373)       $--
                                              ==========   =========    ======    =======   =======   ========
</TABLE>


THE ALGER FUND
STATEMENTS  OF CHANGES IN NET ASSETS (in  thousands)  For the year ended October
31, 1994
<TABLE>
<CAPTION>
                                                             Small                          Capital
                                                           Capital-              MidCap      Appre-     Money
                                                Growth      ization   Balanced   Growth     ciation     Market
                                               Portfolio   Portfolio  Portfolio Portfolio  Portfolio*  Portfolio
                                              ----------   ---------    ------    -------   -------   --------
<S>                                             <C>        <C>           <C>      <C>       <C>        <C>
Net investment income (loss)............        $   (595)  $  (4,194)    $ (14)   $  (267)  $  (100)   $ 5,377
Net realized gain (loss)
   on investments........................          1,641          47       (85)       242       (70)       (19)
Net change in unrealized appreciation
   (depreciation) on investments.........            789       1,079       (50)       845       331         --
                                              ----------   ---------    ------    -------   -------   --------
    Net increase (decrease) in net
       assets resulting from operations..          1,835      (3,068)     (149)       820       161      5,358
Dividends to shareholders:
  Net investment income..................             --          --        --         --        --     (5,377)
  Net realized gains....................          (3,909)    (30,622)      (28)      (111)       --         --
Net increase from shares of beneficial
   interest transactions-Note 6..........         40,476      28,472       125     13,971     2,208     36,622
                                              ----------   ---------    ------    -------   -------   --------
      Total increase (decrease)..........         38,402      (5,218)      (52)    14,680     2,369     36,603
Net Assets:
   Beginning of year.....................         37,988     300,108     3,125      3,836        --    126,567
                                              ----------   ---------    ------    -------   -------   --------
  End of year............................        $76,390    $294,890    $3,073    $18,516    $2,369   $163,170
                                              ==========   =========    ======    =======   =======   ========

Undistributed net investment
   income (accumulated loss)............        $ (1,359)  $ (11,038)    $ (50)   $  (295)  $  (100)       $--
                                              ==========   =========    ======    =======   =======   ========
</TABLE>


*Prior to March 27, 1995, the Alger Capital Appreciation Portfolio was the Alger
Leveraged AllCap Portfolio.


                       See Notes to Financial Statements.



                                      F-30
<PAGE>


THE ALGER FUND
NOTES TO FINANCIAL STATEMENTS

NOTE 1- General:

     The  Alger  Fund  (the  "Fund")  is  a  diversified,   open-end  registered
investment company organized as an unincorporated  business trust under the laws
of the  Commonwealth  of  Massachusetts.  The Fund operates as a series  company
currently   issuing  six  classes  of  shares  of  beneficial   interest--Growth
Portfolio,  Small Capitalization  Portfolio,  Balanced Portfolio,  MidCap Growth
Portfolio,  Capital  Appreciation  Portfolio  and Money  Market  Portfolio  (the
"Portfolios").  Prior to March 27, 1995, the Capital Appreciation  Portfolio was
known as the Leveraged  AllCap  Portfolio.  The Income and Growth  Portfolio was
liquidated in May 1995, pursuant to a plan of liquidation  approved by the Board
of Trustees and the shareholders.

NOTE 2- Significant Accounting Policies:

(a) INVESTMENT  VALUATION:  Investments of the Portfolios,  other than the Money
Market  Portfolio,  are  valued  on each day the New York  Stock  Exchange  (the
"NYSE") is open as of the close of the NYSE (currently 4:00 p.m.  Eastern time).
Listed and unlisted  securities for which such information is regularly reported
are valued at the last  reported  sales  price or, in the  absence  of  reported
sales,  at the mean  between  the bid and asked  price or, in the  absence  of a
recent bid or asked price,  the  equivalent  as obtained from one or more of the
major market makers for the securities to be valued.

     Securities for which market quotations are not readily available are valued
at fair value, as determined in good faith pursuant to procedures established by
the Board of Trustees.

     The investments of the Money Market  Portfolio,  and short-term  securities
held by the other Portfolios having a remaining  maturity of sixty days or less,
are valued at amortized cost which approximates market value.

(b) SECURITIES  TRANSACTIONS AND INVESTMENT INCOME:  Securities transactions are
recorded  on a trade  date  basis.  Realized  gains and losses  from  securities
transactions  are  recorded on the  identified  cost basis.  Dividend  income is
recognized  on the  ex-dividend  date and interest  income is  recognized on the
accrual basis.

(c) DIVIDENDS TO SHAREHOLDERS: Dividends payable to shareholders are recorded on
the ex-dividend date.

     The Money Market  Portfolio  declares  dividends  daily from net investment
income;  such  dividends are paid monthly.  The  dividends  from net  investment
income of the other Portfolios are declared and paid annually.
     
With respect to all Portfolios,  dividends from net realized gains,  offset
by any loss  carryforward,  are declared and paid annually  after the end of the
fiscal year in which earned.  

(d)  FEDERAL  INCOME  TAXES:  It is each  Portfolio's  policy to comply with the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies and to distribute  all of its taxable income to its  shareholders.  To
the  extent a  Portfolio  maintains  such  compliance,  no  federal  income  tax
provision is required.  Each  Portfolio is treated as a separate  entity for the
purpose of  determining  such  compliance.  At October 31, 1995, the net capital
loss  carryforwards  of the Money Market  Portfolio  which may be used to offset
future net realized gains was  approximately  $50,000,  and expires between 1996
and 2003.

(e)  EXPENSES:  The Fund accounts  separately  for the assets,  liabilities  and
operations of each Portfolio.  Expenses directly  attributable to each Portfolio
are charged to that Portfolio's operations; expenses which are applicable to all
Portfolios are allocated among them. The Fund's custodian fees have been reduced
as a result of earnings  credits  received on overnight cash balances.  Balances
left on deposit with the custodian preclude their use elsewhere.

                                      F-31
<PAGE>
THE ALGER FUND
NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 3- Investment Management Fees and Other Transactions with Affiliates:

(a) INVESTMENT MANAGEMENT FEES: Fees incurred by each Portfolio, pursuant to the
provisions of Investment  Management  Agreements  (the  "Agreements")  with Fred
Alger Management,  Inc. ("Alger  Management"),  are payable monthly and computed
based on the value of the  average  daily net  assets of each  Portfolio  at the
following annual rates:

  Growth Portfolio............................  .75%
  Small Capitalization Portfolio..............  .85
  Balanced Portfolio..........................  .75
  MidCap Growth Portfolio.....................  .80
  Capital Appreciation Portfolio..............  .85
  Money Market Portfolio......................  .50

     The  Agreements  further  provide that if in any fiscal year the  aggregate
expenses of any Portfolio,  excluding interest,  taxes,  brokerage  commissions,
distribution fees and extraordinary  expenses,  exceed the expense limitation of
any state securities laws having jurisdiction over a Portfolio, Alger Management
will reimburse  that Portfolio for the excess expense to the extent  required by
such state  laws.  During the year ended  October  31,  1995,  Alger  Management
reimbursed  the  Balanced  Portfolio  $8,668,  pursuant  to  the  state  expense
limitation applicable to that Portfolio.

     With respect to the Money Market Portfolio,  Alger Management  undertook to
waive its management fee of $829,603 for the year ended October 31, 1995.  Alger
Management  has  undertaken to waive its fee through  December 31, 1995 at which
time Alger Management may extend this undertaking in whole or in part.

(b)  DISTRIBUTION  FEES:  The Fund has adopted an Amended and  Restated  Plan of
Distribution  pursuant  to which each  Portfolio,  other  than the Money  Market
Portfolio,  has agreed to  reimburse  Fred Alger &  Company,  Incorporated,  the
Fund's distributor (the  "Distributor"),  for costs and expenses incurred by the
Distributor in connection with  advertising  and marketing  shares of the Fund's
Portfolios.  The distribution fee is not to exceed .75% of the average daily net
assets of each of the designated Portfolios. If in any month, the costs incurred
by the  Distributor  are in  excess  of the  distribution  fees  charged  to the
Portfolios,  the excess may be carried forward, with interest,  and sought to be
reimbursed  in future  periods.  As of October 31,  1995,  such  excess  carried
forward was  approximately  $5,561,000,  $10,680,000,  $118,000,  $1,034,000 and
$533,000  for the Growth  Portfolio,  the Small  Capitalization  Portfolio,  the
Balanced Portfolio,  the MidCap Growth Portfolio,  and the Capital  Appreciation
Portfolio,   respectively.   Contingent   deferred  sales  charges   imposed  on
redemptions   will  reduce  the  amount  of  distribution   expenses  for  which
reimbursement  may be sought.  See Note 3(c) below.  The Distributor has entered
into arrangements with  broker/dealers  for the sale of shares of certain of the
Fund's Portfolios.  In connection with these  arrangements,  the Distributor has
agreed to pay these  broker/dealers,  with respect to the shares sold,  from its
distribution fee received from the Portfolios.

(c)  CONTINGENT  DEFERRED  SALES CHARGE:  A contingent  deferred sales charge is
imposed if an investor  redeems an amount which causes the current  value of the
investor's  account of any  Portfolio to fall below the total  dollar  amount of
investments  made  during the past six  years,  except  that no sales  charge is
imposed  on the  amount of the  investment  redeemed  which is  attributable  to
reinvested  dividends or capital gain distributions or is derived from increases
in the value of the investor's account above the amount invested during the past
six  years.  The  amount  of  the  charge  is 5% of  the  purchase  payment  for
redemptions made in the first year. For redemptions  made in the second,  third,
fourth,  fifth and sixth  years,  the amount of the charge is 4%, 3%, 2%, 2% and

                                      F-32
<PAGE>
THE ALGER FUND
NOTES TO FINANCIAL STATEMENTS (continued)

1%, respectively.  In addition, no charge is imposed on the redemption of shares
of the Money Market  Portfolio,  except for  redemptions  of shares  acquired in
exchange  for  shares of the other  Portfolios.  Any sales  charges  imposed  on
redemptions are paid to the Distributor. During the year ended October 31, 1995,
such charges amounted to approximately $1,385,000.

(d) BROKERAGE  COMMISSIONS:  During the year ended October 31, 1995,  the Growth
Portfolio,  the Small  Capitalization  Portfolio,  the Balanced  Portfolio,  the
MidCap  Growth  Portfolio  and  the  Capital  Appreciation  Portfolio  paid  the
Distributor  commissions  of $301,536,  $373,332,  $6,782,  $93,354 and $24,442,
respectively, in connection with securities transactions.

(e) TRANSFER AGENT FEES: Alger Shareholder Services, Inc. ("Alger Services"), an
affiliate of Alger Management, serves as transfer agent for the Fund. During the
year ended  October 31, 1995,  the Growth  Portfolio,  the Small  Capitalization
Portfolio,  the Balanced  Portfolio,  the MidCap Growth  Portfolio,  the Capital
Appreciation Portfolio and the Money Market Portfolio incurred fees of $151,445,
$513,340,  $10,600,  $64,932, $39,504 and $209,765,  respectively,  for services
provided by Alger Services. In addition, during the year ended October 31, 1995,
the  Growth  Portfolio,   the  Small  Capitalization   Portfolio,  the  Balanced
Portfolio,  the MidCap Growth Portfolio,  the Capital Appreciation Portfolio and
the Money Market Portfolio reimbursed Alger Services $45,050,  $182,160, $3,710,
$13,525, $12,145 and $112,543, respectively, for transfer agent related expenses
paid by Alger Services on behalf of the Portfolios.

(f)  SHAREHOLDER  SERVICING  FEES:  The  Fund  has  entered  into a  shareholder
servicing agreement with the Distributor  whereby the Distributor  provides each
Portfolio  other than the Money  Market  Portfolio  with  ongoing  servicing  of
shareholder  accounts.  As  compensation  for  such  services,  each  designated
Portfolio pays the  Distributor a monthly fee at an annual rate equal to .25% of
the Portfolios' average daily net assets.

(g) OTHER  TRANSACTIONS  WITH  AFFILIATES:  Certain trustees and officers of the
Fund are directors and officers of Alger  Management,  the Distributor and Alger
Services. At October 31, 1995, Alger Management and its affiliates owned 705,834
shares,  736,184  shares,  101,546 shares,  211,677  shares,  100,001 shares and
1,322,487 shares of the Growth Portfolio,  the Small  Capitalization  Portfolio,
the Balanced Portfolio,  the MidCap Growth Portfolio,  the Capital  Appreciation
Portfolio, and the Money Market Portfolio, respectively.

NOTE 4- Securities Transactions:
     The following  summarizes the securities  transactions  by the Fund,  other
than short-term securities, for the year ended October 31, 1995:

                              Purchases        Sales


Growth Portfolio.........   $147,174,071   $114,517,379
Small Capitalization
  Portfolio..............    371,516,614    341,726,870
Balanced Portfolio.......      4,654,434      2,838,541
MidCap Growth
  Portfolio..............     54,595,775     35,368,745
Capital Appreciation
  Portfolio..............     47,526,708     20,149,187

NOTE 5- Short-Term Borrowings:
     The Capital Appreciation Portfolio has a line of credit with a bank whereby
it  may  borrow  up to 1/3  of  its  assets,  as  defined,  up to a  maximum  of
$25,000,000.  Such borrowings  have a variable  interest rate and are payable on
demand.  For the year ended October 31, 1995, the Portfolio had borrowings which
averaged $293,153 at a weighted average interest rate of 8.69%.

                                      F-33

<PAGE>

THE ALGER FUND
NOTES TO FINANCIAL STATEMENTS (continued)


NOTE 6- Share Capital:

The Fund has an unlimited number of authorized shares of beneficial  interest of
$.001 par value which were divided into  different  classes of shares during the
year ended October 31, 1995.  Transactions of shares of beneficial interest were
as follows:
<TABLE>
<CAPTION>

                                               For the year ended                     For the year ended
                                                October 31, 1995                       October 31, 1994
                                           Shares              Amount             Shares              Amount
                                           ------              ------             ------              ------    
<S>                                     <C>                <C>                <C>                 <C>          
Alger Growth Portfolio*
    Shares sold.................          14,201,363       $ 76,768,669          7,653,918        $ 52,802,599
    Dividends reinvested........             266,844          1,726,486            559,827           3,806,820
                                        ------------       ------------        -----------        ------------ 
                                          14,468,207         78,495,155          8,213,745          56,609,419
    Shares redeemed.............          (1,678,400)       (31,613,563)        (2,369,604)        (16,133,616)
                                        ------------       ------------        -----------        ------------ 
    Net increase................          12,789,807       $ 46,881,592          5,844,141        $ 40,475,803
                                        ============       ============        ===========        ============ 


Alger Small Capitalization Portfolio*
    Shares sold.................          42,344,546       $322,359,498         20,307,321        $149,953,791
    Dividends reinvested........              22,836            161,233          3,902,973          29,168,225
                                        ------------       ------------        -----------        ------------ 
                                          42,367,382         322,520,731         24,210,294        179,122,016
    Shares redeemed.............         (13,590,168)      (293,925,307)       (20,213,790)       (150,649,904)
                                        ------------       ------------        -----------        ------------ 
    Net increase................          28,777,214       $ 28,595,424          3,996,504        $ 28,472,112
                                        ============       ============        ===========        ============ 


Alger Balanced Portfolio
    Shares sold.................             274,506     $    3,523,634            156,133         $ 1,697,838
    Dividends reinvested........                  --                 --              2,549              27,938
                                        ------------       ------------        -----------        ------------ 
                                             274,506          3,523,634            158,682           1,725,776
    Shares redeemed.............            (105,829)        (1,237,116)          (149,768)         (1,600,522)
                                        ------------       ------------        -----------        ------------ 
    Net increase................             168,677        $ 2,286,518              8,914        $    125,254
                                        ============       ============        ===========        ============ 


Alger MidCap Growth Portfolio
    Shares sold.................           2,932,971       $ 47,462,566          1,383,145       $  16,842,733
    Dividends reinvested........                  --                 --              8,710             105,566
                                        ------------       ------------        -----------        ------------ 
                                           2,932,971         47,462,566          1,391,855          16,948,299
    Shares redeemed.............          (1,530,303)       (24,133,228)          (249,243)         (2,977,761)
                                        ------------       ------------        -----------        ------------ 
    Net increase................           1,402,668      $  23,329,338          1,142,612        $ 13,970,538
                                        ============       ============        ===========        ============ 


Alger Capital Appreciation Portfolio
    Shares sold.................           2,155,985      $  38,975,452            403,937      $    4,150,543
    Shares redeemed.............            (562,915)        (9,808,970)          (190,793)         (1,942,219)
                                        ------------       ------------        -----------        ------------ 
    Net increase................           1,593,070      $  29,166,482            213,144      $    2,208,324
                                        ============       ============        ===========        ============ 


Alger Money Market Portfolio
    Shares sold.................         354,232,048       $354,232,048        245,130,350        $245,130,350
    Dividends reinvested........           9,136,546          9,136,546          5,201,659           5,201,659
                                        ------------       ------------        -----------        ------------ 
                                         363,368,594        363,368,594        250,332,009         250,332,009
    Shares redeemed.............        (340,696,846)      (340,696,846)      (213,710,015)       (213,710,015)
                                        ------------       ------------        -----------        ------------ 
    Net increase................          22,671,748      $  22,671,748         36,621,994        $ 36,621,994
                                        ============       ============        ===========        ============ 

</TABLE>


* Adjusted  to reflect  the effect of a 3 for 1 stock  split  which  occurred on
September 27, 1995.

                                      F-34

<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Shareholders and
  Board of Trustees of The Alger Fund:

     We have  audited the  accompanying  statements  of assets and  liabilities,
including  the  schedules  of  investments,  of The Alger Fund (a  Massachusetts
business  trust   comprising,   respectively,   the  Growth   Portfolio,   Small
Capitalization Portfolio,  Balanced Portfolio, MidCap Growth Portfolio,  Capital
Appreciation  Portfolio and Money Market  Portfolio) as of October 31, 1995, and
the related statements of operations and cash flows for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended and the financial highlights for each of the five years in the period then
ended.   These   financial   statements   and  financial   highlights   are  the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
October 31, 1995, by  correspondence  with the  custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
each of the respective portfolios  constituting The Alger Fund as of October 31,
1995,  the results of their  operations  and cash flows for the year then ended,
the  changes in their net  assets  for each of the two years in the period  then
ended,  and the  financial  highlights  for each of the five years in the period
then ended in conformity with generally accepted accounting principles.

                                       ARTHUR ANDERSEN LLP



New York, New York
December 14, 1995



                                      F-35
<PAGE>

APPENDIX

   Description of the highest  commercial  paper,  bond and other short and long
term  rating  categories  assigned  by  Standard & Poor's  Corporation  ("S&P"),
Moody's Investors Service, Inc. ("Moody's"), "Fitch" Investors Service, Inc.
("Fitch") and Duff and Phelps, Inc. ("Duff").

COMMERCIAL PAPER AND SHORT-TERM RATINGS

   The designation A-l by S&P indicates that the degree of safety reading timely
payment is either  overwhelming  or very  strong.  Those  issues  determined  to
possess  overwhelming  safety  characteristics  are denoted with a plus sign (+)
designation.  Capacity for timely  payment on issues with an A-2  designation is
strong.  However,  the  relative  degree of safety is not as high as for  issues
designated A-l.

   The rating Prime-l (P-l) is the highest  commercial  paper rating assigned by
Moody's.  Issuers of P-l paper must have a superior  capacity  for  repayment of
short term  promissory  obligations  and ordinarily will be evidenced by leading
market positions in well established  industries,  high rates of return of funds
employed,  conservative capitalization structures with moderate reliance on debt
and  ample  asset  protection,  broad  margins  in  earnings  coverage  of fixed
financial charges and high internal cash generation, and well established access
to a range of  financial  markets and assured  sources of  alternate  liquidity.
Issues rated  Prime-2  (P-2) have a strong  capacity for repayment of short-term
promissory  obligations.  This  ordinarily  will  be  evidenced  by  many of the
characteristics  cited above but to a lesser degree Earnings trends and coverage
ratios,  while  sound,  will  be  more  subject  to  variation.   Capitalization
characteristics,  while  still  appropriate,  may be more  affected  by external
conditions. Ample alternate liquidity is maintained.

   The rating Fitch-l  (Highest  Grade) is the highest  commercial  paper rating
assigned  by Fitch.  Paper rated  Fitch-l is  regarded  as having the  strongest
degree of assurance for timely payment.  The rating Fitch-2 (Very Good Grade) is
the second highest  commercial  paper rating assigned by Fitch which reflects an
assurance of timely  payment  only  slightly  less in degree than the  strongest
issues.

   The rating Duff-l is the highest  commercial  paper rating  assigned by Duff.
Paper rated Duff-l is regarded as having very high  certainty of timely  payment
with excellent  liquidity factors which are supported by ample asset protection.
Risk factors are minor.  Paper rated Duff-2 is regarded as having good certainty
of timely payment,  good access to capital  markets and sound liquidity  factors
and company fundamentals. Risk factors are small.

BOND AND LONG-TERM RATINGS

   Bonds rated AA by S&P are judged by S&P to be high-grade  obligations  and in
the  majority of  instances  differ only in small  degree from issues  rated AAA
(S&P's highest rating).  Bonds rated AAA are considered by S&P to be the highest
grade  obligations and possess the ultimate degree of protection as to principal
and interest.  With AA bonds, as with AAA bonds,  prices move with the long-term
money market.  Bonds rated A by S&P have a strong  capacity to pay principal and
interest,  although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions.

   S&P's BBB rated bonds, or medium-grade category bonds, are borderline between
definitely sound  obligations and those where the speculative  elements begin to
predominate. These bonds have adequate asset coverage and normally are protected
by  satisfactory   earnings.   Their   susceptibility  to  changing  conditions,
particularly  to  depressions,   necessitates  constant  watching.  These  bonds
generally are more responsive to business and trade  conditions than to interest
rates. This group is the lowest that qualifies for commercial bank investment.

   Bonds rated Aa by Moody's are judged to be of high quality by all  standards.
Together  with bonds rated Aaa (Moody's  highest  rating) they comprise what are
generally  known as  high-grade  bonds.  Aa bonds are rated lower than Aaa bonds
because  margins of  protection  may not be as large as those of Aaa  bonds,  or
fluctuation of protective elements may be of greater amplitude,  or there may be
other elements present that make the long-term risks appear somewhat larger than
those  applicable to Aaa  securities.  Bonds that are 

                                       A-1
<PAGE>
APPENDIX
(continued)

rated A by Moody's possess many favorable investment attributes and are to be
considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment in the future.

   Moody's Baa rated bonds are  considered as  medium-grade  obligations,  i.e.,
they are neither  highly  protected nor poorly  secured.  Interest  payments and
principal  security  appear  adequate  for the present,  but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics and, in
fact, have speculative characteristics as well.

   Moody's  applies the  numerical  modifiers 1, 2 and 3 to each generic  rating
classification  from Aa through B. The  modifier 1 indicates  that the  security
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range  ranking;  and the modifier 3 indicates  that the issue ranks in the
lower end of its generic rating category.

   Bonds  rated AAA by Fitch  are  judged by Fitch to be  strictly  high  grade,
broadly   marketable,   suitable  for   investment  by  trustees  and  fiduciary
institutions  and liable to but slight  market  fluctuation  other than  through
changes  in the money  rate.  The prime  feature  of an AAA bond is a showing of
earnings several times or many times interest requirements,  with such stability
of  applicable  earnings  that  safety is beyond  reasonable  question  whatever
changes occur in  conditions.  Bonds rated AA by Fitch are judged by Fitch to be
of safety virtually  beyond question and are readily  salable,  whose merits are
not unlike those of the AAA class, but whose margin of safety is less strikingly
broad. The issue may be the obligation of a small company,  strongly secured but
influenced as to rating by the lesser financial power of the enterprise and more
local type of market.

   Bonds  rated  Duff-l are judged by Duff to be of the highest  credit  quality
with negligible risk factors;  only slightly more than U.S. Treasury debt. Bonds
rated  Duff-2,  3 and 4 are  judged by Duff to be of high  credit  quality  with
strong  protection  factors.  Risk is modest but may vary  slightly from time to
time because of economic conditions.

                                       A-2
<PAGE>
                                            ====================================
INVESTMENT MANAGER                          |                                  |
FRED ALGER MANAGEMENT, INC.                 |                                  |
75 Maiden Lane                              |           THE |                  |
New York, N.Y. 10038                        |               | Meeting the      |
- ----------------------------------          |         ALGER | challenge        |
DISTRIBUTOR                                 |               | of investing     |
FRED ALGER & COMPANY, INCORPORATED          |          FUND |                  |
30 Montgomery Street                        |                                  |
Jersey City, N.J. 07302                     |                                  |
- ----------------------------------          |                                  |
CUSTODIAN                                   |                                  |
NATWEST BANK NATIONAL ASSOCIATION           |                                  |
10 Exchange Place                           |                                  |
Jersey City, N.J. 07302                     |                                  |
- ----------------------------------          |                                  |
TRANSFER AGENT                              |                                  |
ALGER SHAREHOLDER SERVICES, INC.            |                                  |
30 Montgomery Street                        |                                  |
Jersey City, N.J. 07302                     |                                  |
- ----------------------------------          |                                  |
INDEPENDENT PUBLIC ACCOUNTANTS              |                                  |
ARTHUR ANDERSEN LLP                         |                                  |
1345 Avenue of the Americas                 |                                  |
New York, N.Y. 10105                        |                                  |
                                            |                                  |
                                            |               |                  |
                                            |     STATEMENT |                  |
                                            | OF ADDITIONAL | February 27, 1996|
                                            |   INFORMATION |                  |
                                            |               |                  |
                                            |               |                  |
                                            |                                  |
                                            |                                  |
                                            |                                  |
                                            ====================================



<PAGE>

                                     PART C

                                OTHER INFORMATION



Item 24.  Financial Statements and Exhibits

          (a)  Financial Statements:

               (1)  Financial Statements included in Part A:

                           Condensed Financial Information

               (2)  Financial Statements included in Part B:

                    (i)    Report of Independent Accountants;

   
                    (ii)   Financial Statements as of October 31, 1995 and for 
                           the period then ended.
    


          (b)  Exhibits:

  Exhibit No.              Description of Exhibit
  -----------              ----------------------

     1(a)      Agreement and Declaration of Trust (1)

     1(b)      Certificate of Designation relating to the Alger High Yield 
               Portfolio (3)

     1(c)      Certificate of Designation relating to the Alger Income and 
               Growth Portfolio (3)

     1(d)      Certificate of Designation relating to the Alger Balanced 
               Portfolio (8)

     1(e)      Certificate of Designation relating to the Alger MidCap Growth 
               Portfolio (9)

     1(f)      Certificate of Designation relating to the Alger Leveraged AllCap
               Portfolio (10)

     2         By-laws of Registrant (1)

     3         Not applicable

     4         Specimen Share Certificates (3)


<PAGE>

  Exhibit No.              Description of Exhibit
  -----------              ----------------------

     4(a)      Specimen Share Certificate for the Alger Balanced Portfolio (8)

     4(b)      Specimen Share Certificate for the Alger MidCap Growth 
               Portfolio (9)

     4(c)      Specimen Share Certificate for the Alger Leveraged AllCap 
               Portfolio (10)

     5         Investment Management Agreements (6)

     5(a)      Investment Management Agreement for the Alger Balanced 
               Portfolio (8)

     5(b)      Investment Management Agreement for the Alger MidCap Growth 
               Portfolio (9)

     5(c)      Investment Management Agreement for the Alger Leveraged AllCap 
               Portfolio (11)

     6(a)      Distribution Agreement (6)

     6(b)      Selected Dealer and Shareholder Servicing Agreement (4)

     7         Not applicable

     8         Custody Agreement (7)

     9         Not applicable

    10         Opinion and Consent of Willkie Farr & Gallagher (3)

    10(a)      Opinion and Consent of Sullivan & Worcester (8)

    11         Consent of Arthur Andersen LLP

    12         Not applicable

    13         Form of Subscription Agreement (2)

    13(a)      Purchase Agreement for theAlger Balanced Portfolio (8)

    13(b)      Purchase Agreement for the Alger MidCap Growth Portfolio (9)

    13(c)      Purchase Agreement for the Alger Leveraged AllCap Portfolio (11)

    14         Retirement Plans (5)


<PAGE>

  Exhibit No.              Description of Exhibit
  -----------              ----------------------

    15         Plan of Distribution (2)

    16         Schedule for computation of performance quotations provided in 
               the Statement of Additional Information



- ----------

(1)  Incorporated  by  reference to  Registrant's  Registration  Statement  (the
     "Registration Statement") filed with the Securities and Exchange Commission
     (the "SEC") on April 18, 1986.

(2)  Incorporated  by  reference  to  Pre-Effective   Amendment  No.  1  to  the
     Registration Statement filed with the SEC on October 14, 1986.

(3)  Incorporated  by  reference  to  Pre-Effective   Amendment  No.  2  to  the
     Registration   Statement   filed  with  the  SEC  on   November   3,  1986.
     ("Pre-Effective Amendment No. 2").

(4)  Incorporated  by  reference  to  Post-Effective  Amendment  No.  1  to  the
     Registration Statement filed with the SEC on May 7, 1987.

(5)  Incorporated by reference to Exhibit No. 12 to Pre-Effective  Amendment No.
     2.

(6)  Incorporated by reference to Post-Effective  Amendment No. 4 filed with the
     SEC on February 28, 1989.

(7)  Incorporated by reference to Post-Effective  Amendment No. 5 filed with the
     SEC on February 2, 1990.

(8)  Incorporated by reference to Post-Effective  Amendment No. 8 filed with the
     SEC on April 3, 1992.

(9)  Incorporated by reference to Post-Effective Amendment No. 10 filed with the
     SEC on March 24, 1993.

(10) Incorporated by reference to Post-Effective Amendment No. 11 filed with the
     SEC on August 31, 1993.

(11) Incorporated by reference to Post-Effective Amendment No. 12 filed with the
     SEC on October 29, 1993.

<PAGE>


Item 25.   Persons Controlled by or Under Common Control with Registrant

                    None.


Item 26.   Number of Holders of Securities

   
     Set forth below is  information  regarding the number of record  holders of
each class of Registrant's securities as of January 31, 1996.
    

             Title or Class                       Number of Record Holders
             --------------                       ------------------------

   
      Alger Money Market Portfolio                          16,606
      Alger Small Capitalization Portfolio                  43,051
      Alger Growth Portfolio                                17,615
      Alger Balanced Portfolio                               1,496
      Alger Midcap Growth Portfolio                          8,844
      Alger Capital Appreciation Portfolio                  10,536
    

<PAGE>

Item 27.   Indemnification

     Under Section 8.4 of Registrant's  Agreement and Declaration of Trust,  any
past or present Trustee or officer of Registrant (including persons who serve at
Registrant's request as directors,  officers or Trustees of another organization
in  which   Registrant   has  any  interest  as  a   shareholder,   creditor  or
otherwise[hereinafter  referred to as a "Covered Person"]) is indemnified to the
fullest extent  permitted by law against  liability and all expenses  reasonably
incurred by him in  connection  with any action,  suit or proceeding to which he
may be a party or  otherwise  involved  by reason of his being or having  been a
Covered  Person.  This provision does not authorize  indemnification  when it is
determined,  in the manner  specified in the Agreement and Declaration of Trust,
that such Covered  Person has not acted in good faith in the  reasonable  belief
that his actions  were in or not opposed to the best  interests  of  Registrant.
Moreover,  this  provision  does  not  authorize   indemnification  when  it  is
determined , in the manner  specified in the Agreement and Declaration of Trust,
that  such  Covered  Person  would  otherwise  be liable  to  Registrant  or its
shareholders by reason of willful  misfeasance,  bad faith,  gross negligence or
reckless disregard of his duties.  Expenses may be paid by Registrant in advance
of the final  disposition of any action,  suit or proceeding  upon receipt of an
undertaking  by such Covered  Person to repay such expenses to Registrant in the
event that it is ultimately  determined that indemnification of such expenses is
not authorized  under the Agreement and  Declaration of Trust and either (i) the
Covered  Person  provides  security for such  undertaking,  (ii)  Registrant  is
insured against losses from such advances,  or (iii) the disinterested  Trustees
or  independent  legal  counsel  determines,  in  the  manner  specified  in the
Agreement and Declaration of Trust,  that there is reason to believe the Covered
Person will be found to be entitled to indemnification.




<PAGE>

                                   SIGNATURES

   
     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940,  as  amended,  Registrant  certifies  that this
Registration  Statement meets all of the requirements for effectiveness pursuant
to Rule  485(b)  under  the  Securities  Act of 1933  and has duly  caused  this
Amendment  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized,  in the City of New  York  and  State of New York on the 15th day of
February, 1996.
    

                                           THE ALGER FUND

                                           By: /s/  David D. Alger
                                              ------------------------------
                                               David D. Alger, President


ATTEST: /s/  Gregory S. Duch
       ------------------------------  
        Gregory S. Duch, Treasurer

     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
has been signed  below by the  following  persons in the  capacities  and on the
dates indicated.

         Signature                       Title                    Date

   
/s/ Fred M. Alger III*           Chairman of the Board        February 15, 1996
- ------------------------------
Fred M. Alger III

/s/ David D. Alger               President and Trustee        February 15, 1996
- ------------------------------   (Chief Executive Officer)
David D. Alger                   

/s/ Gregory S. Duch              Treasurer                    February 15, 1996
- ------------------------------   (Chief Financial and
Gregory S. Duch                  Accounting Officer)

/s/ Nathan E. Saint-Amand*       Trustee                      February 15, 1996
- ------------------------------
Nathan E. Saint-Amand

/s/ Stephen E. O'Neil*           Trustee                      February 15, 1996
- ------------------------------
Stephen E. O'Neil

/s/ Arthur M. Dubow*             Trustee                      February 15, 1996
- ------------------------------
Arthur M. Dubow

/s/ John T. Sargent*             Trustee                      February 15, 1996
- ------------------------------
John T. Sargent

* By: /s/ Gregory S. Duch
- ------------------------------
         Gregory S. Duch
         Attorney-in-Fact
    


<PAGE>

                         Securities Act File No. 33-4959
                    Investment Company Act File No. 811-6880


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM N-1A


                                                                             
Registration Statement Under the Securities Act of 1933              [ ]     

                                                                             
                  Pre-Effective Amendment No.                        [ ]     

                                                                             
   
                  Post-Effective Amendment No. 20                    [X]     
    


                                     and/or


                                                                             
Registration Statement Under the Investment Company Act of 1940      [ ]     


                                                                             
                           Amendment No. 22                          [X]     



                        (Check appropriate box or boxes)


                                 THE ALGER FUND
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


                           --------------------------
                                 E X H I B I T S
                           --------------------------



<PAGE>


                                INDEX TO EXHIBITS



Exhibit                                                Page Number in Sequential
  No.                                                         Number System
- -------                                                -------------------------


  11     Consent of Arthur Andersen LLP ..........................

  16     Schedule for computation of performance quotations
         provided in the Statement of Additional Information .....







<PAGE>

                              ARTHUR ANDERSEN & CO. S.C.
                  




                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the use of our report
dated  December 14, 1995 on the  financial  statements of The Alger Fund for the
period ended  October 31, 1995 and to all  references to our Firm included in or
made a part of the  registration  statement of Spectra Fund,  Inc. filed on Form
N-1A  (Amendment  No. 22),  Investment  Company Act File No.  811-6880  with the
Securities and Exchange Commission.
                                                     /s/  Arthur Andersen LLP
                                                          ARTHUR ANDERSEN LLP

New York, New York
February 22, 1996




<PAGE>


                       AVERAGE ANNUAL RETURN COMPUTATION

                The Average Annual Return for each Portfolio except the
           Alger Money Market Portfolio was computed according to the following
           formula:

                    n
FORMULA:      P(1+T) =ERV

Where:        P=    a hypothetical investment of $1,000

              T=    average annual total return

              n=    number of years

            ERV=    Ending Redeemable Value of a hypothetical
                    $1,000 payment made at the beginning of
                    the 1, 5, or 10 year (or other) periods at the
                    end of the 1, 5 or 10 year (or other)
                    periods (or fractional portion thereof)

<TABLE>
<CAPTION>

                                                     ENDING     AVERAGE
                               PERIOD             REDEEMABLE  ANNUAL RATE
PORTFOLIO                     COVERED                VALUE     OF RETURN          FORMULA*
- ---------                     -------                -----     ---------          --------

<S>                    <C>                         <C>           <C>       <C>                
ALGER SMALL
CAPITALIZATION:        11/11/86 (commencement
                       of operations)
                       through 10/31/95**          5,075.35      19.65%    @RATE(5075.25,1000,8.97)

                       5 YEARS ENDED 10/31/95      3,060.71      25.07%    @RATE(3060.71,1000,5)

                       YEAR ENDED 10/31/95         1,411.54      41.15%    @RATE(1411.54,1000,1)

ALGER GROWTH:          11/11/86 (commencement
                       of operations)
                       through 10/31/95**          3,772.78      15.95%    @RATE(3772.78,1000,8.97

                       5 YEARS ENDED 10/31/95      2,941.36      24.08%    @RATE(2941.36,1000,5)

                       YEAR ENDED 10/31/95         1,327.76      32.78%    @RATE(1327.76,1000,1)

ALGER BALANCED:        6/1/92 (commencement
                       of operations)
                       through 10/31/95***         1,350.04       9.17%    @RATE(1350.04.1000,3.42)

                       YEAR ENDED 10/31/95         1,226.06      22.61%    @RATE(1226.06,1000,1)

ALGER MIDCAP:          5.24.93 (commencement
                       of operations)
                       through 10/31/95****        1,907.28      30.28%    @RATE(1907.28,1000,2.44)

                       YEAR ENDED 10/31/95         1,433.17      43.32%    @RATE(1433.17,1000,1)


ALGER CAPITAL
APPRECIATION:         11/1/93 (commencement
                       of operations)
                       through 10/31/95*****       1,822.00      34.98%    @RATE(1822.00,1000,2)

                       YEAR ENDED 10/31/95         1.625.97      62.60%    @RATE(1625.97,1000,1)


                       *LOTUS 123 @RATE FUNCTION:

                              @RATE(FV,PV,TERM) The periodic interest rate necessary for
                                                present value "pv", to grow to future
                                                value "fv", over the number of compounding periods in "term".
</TABLE>
                       **Period equals 1.98 years.
                      ***Period equals 3.42 years.
                     ****Period equals 2.44 years.
                    *****Period equals 2 years.

<PAGE>


                 ALGER MONEY MARKET PORTFOLIO YIELD COMPUTATION


     The Alger Money Market Portfolio's yield for the 7 days ended 10/31/95
was computed according to the following formula:

                         yield=a*(365/7)
              Where:     a=$.001069883 (which equals the net change, exclusive
                                 of capital changes, in the value of a
                                 hypothetical pre-existing account in the
                                 Portfolio having a balance of one share at the
                                 beginning of the 7 day period)

                         yield=         5.58%

     The Alger Money Market Portfolio's effective yield for the 7 days ended
10/31/95 was computed according to the following formula:
                                         365/7
              effective yield=((a+1)          )-1

              Where:     a=$.001069883 (which equals the net change, exclusive
                                 of capital changes, in the value of a
                                 hypothetical pre-existing account in the
                                 Portfolio having a balance of one share at the
                                 beginning of the 7 day period)

              effective yield:          5.73%



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