ALGER FUND
497, 1998-08-28
Previous: KEMPER INCOME TRUST, N-8A, 1998-08-27
Next: ALLIANCE BOND FUND INC, NSAR-B, 1998-08-28





PROSPECTUS

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



     The Alger Fund offers  interests  in six  Portfolios.  Each  Portfolio  has
distinct  investment  objectives and policies which are discussed in the section
entitled "Investment Objectives and Policies." 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

    With the exception of Alger Money Market Portfolio, each Portfolio offers
       three classes of shares, each with a different combination of sales
                    charges, ongoing fees and other features.

    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 25, 1998 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. The Securities and Exchange Commission maintains a Web
    site at http://www.sec.gov where the Statement of Additional Information,
     material incorporated by reference, and other information regarding The
                           Alger Fund may be accessed.


                TABLE OF CONTENTS
                                                  Page
                                                  -----

Introduction...................................     i
Portfolio Expenses.............................    ii
Financial Highlights...........................    vi
How to Purchase Shares.........................     1
How to Sell Shares.............................     5
Special Investor Services......................     6
Investment Objectives and Policies.............     8
Investment Practices...........................    10
Management of the Fund.........................    12
Net Asset Value................................    14
Dividends and Taxes............................    14
Performance....................................    15





         SHARES OF ALGER MONEY MARKET PORTFOLIO ARE NEITHER INSURED NOR
           GUARANTEED BY THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE
           THAT ALGER MONEY MARKET PORTFOLIO WILL BE ABLE TO MAINTAIN
                  A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
         SHARES OF THE ALGER 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 25, 1998
       AS SUPPLEMENTED ON MAY 18, 1998, AUGUST 5, 1998 AND AUGUST 20, 1998


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

   The Alger Fund's portfolios,  other than Alger Money Market Portfolio,  offer
three classes of shares having  different sales charges,  ongoing fees and other
features.  You may purchase the class of shares that is most  beneficial  to you
based  upon the  amount of the  purchase,  the length of time you expect to hold
shares and other circumstances.

CLASS A SHARES

   An investor  purchasing  Class A Shares may pay a sales charge at the time of
purchase.  Class A Shares  are not  subject to a charge  when they are  redeemed
(except for shares  purchased  for total  proceeds of $1 million or more,  which
have no initial  sales charge and which may be subject to a contingent  deferred
sales charge  ["CDSC"]).  The initial  sales charge may be reduced or waived for
certain  purchases.  Class A Shares are subject to a  shareholder  servicing fee
equal to an annual  rate of .25% of the  Portfolio's  average  daily net  assets
attributable to its Class A Shares.  See "How to Purchase  Shares--Class A Share
Information."

CLASS B SHARES

   Class B Shares are  offered  for sale for  purchases  of less than  $250,000.
Class B Shares have no initial sales charge,  but may be subject to a CDSC of up
to 5% if you  redeem  within  six  years  of  purchase.  They are  subject  to a
distribution  (Rule  12b-1)  fee at an  annual  rate of .75% of the  Portfolio's
average daily net assets attributable to Class B Shares. Class B Shares also pay
a  shareholder  servicing  fee  calculated  at an  annual  rate  of  .25% of the
Portfolio's average daily net assets attributable to its Class B Shares. Class B
Shares provide an investor the benefit of putting all of the investor's  dollars
to work  from the time the  investment  is made but will  have a higher  expense
ratio and  generally  will pay lower  dividends  than  Class A Shares due to the
distribution fee on Class B Shares. Class B Shares will automatically convert to
Class A Shares  eight  years  after the end of the  calendar  month in which the
investor's order to purchase was accepted.  See "How to Purchase Shares--Class B
Share Information."

CLASS C SHARES

   Class C Shares are offered for sale for  purchases  of less than  $1,000,000.
There is no initial sales charge for Class C Shares,  but they may be subject to
a CDSC of 1% if you redeem  within the first year of purchase.  They are subject
to a distribution  (Rule 12b-1) fee at an annual rate of .75% of the Portfolio's
average daily net assets attributable to Class C Shares. In addition,  an annual
shareholder  servicing  fee  calculated  at  an  annual  rate  of  .25%  of  the
Portfolio's  average daily net assets attributable to its Class C Shares will be
paid by Class C shareholders.  Class C Shares provide an investor the benefit of
putting all of the  investor's  dollars to work from the time the  investment is
made but will have a higher expense ratio and generally will pay lower dividends
than  Class A Shares  due to the  distribution  fee on Class C  Shares.  Class C
Shares will  automatically  convert to Class A Shares twelve years after the end
of the calendar  month in which the  investor's  order to purchase was accepted.
See "How to Purchase Shares--Class C Share Information."

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

                                       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
beginning  on page iv shows  the  amount of  expenses  you would pay on a $1,000
investment in each class of shares of the  Portfolios.  These amounts assume the
reinvestment  of all  dividends  and  distributions,  payment of any  applicable
initial  sales  charge or  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
                                    MONEY MARKET             BALANCED                           GROWTH
                                      PORTFOLIO              PORTFOLIO                         PORTFOLIO
                                  ------------------    -------------------------        ------------------------
                                                        CLASS A   CLASS B   CLASS C      CLASS A  CLASS B CLASS C
                                                        -------   -------   -------      -------  ------- -------
SHAREHOLDER TRANSACTION EXPENSES        
                                        
<S>                                        <C>            <C>       <C>       <C>         <C>       <C>     <C>
Maximum Sales Charge Imposed            
  on Purchases (as a percentage of      
  offering price)(a)(b) ..............     None           4.75%     None      None        4.75%     None    None
                                        
Maximum Sales Charge Imposed on         
  Reinvested Dividends ...............     None           None      None      None        None      None    None
Maximum Contingent Deferred             
  Sales Charge (as a percentage of      
  redemption proceeds)(b) ............     None           None      5.00%     1.00%       None      5.00%   1.00%
                                        
Redemption Fees ......................     None           None      None      None        None      None    None
                                        
Exchange Fees ........................     None           None      None      None        None      None    None
                                        
ANNUAL FUND OPERATING EXPENSES          
  (as a percentage of                   
   average net assets)                  
                                        
Management Fees ......................      .50%           .75%      .75%      .75%        .75%      .75%    .75%
                                        
Rule 12b-1 Fees(c) ...................     None           None       .75%      .75%       None       .75%    .75%
Other Expenses (d)(e) ................      .31%          1.35%     1.39%     1.39%        .55%      .58%    .58%
                                            ---           ----      ----      ----        ----      ----    ----
Total Fund Expenses (c)(d) ...........      .81%          2.10%     2.89%     2.89%       1.30%     2.08%   2.08%
                                            ===           ====      ====      ====        ====      ====    ====
                                    
</TABLE>
- --------------------------------------------------------------------------------
                                       ii
<PAGE>

- --------------------------------------------------------------------------------
PORTFOLIO EXPENSES (CONTINUED)
<TABLE>
<CAPTION>

                                                        ALGER MIDCAP                   ALGER                        ALGER
                                                           GROWTH              SMALL CAPITALIZATION          CAPITAL APPRECIATION
                                                          PORTFOLIO                  PORTFOLIO                    PORTFOLIO
                                                   -----------------------    -------------------------  ------------------------
                                                  CLASS A  CLASS B  CLASS C   CLASS A  CLASS B  CLASS C  CLASS A  CLASS B  CLASS C
                                                  -------  -------  -------   -------  -------  -------  -------  -------  -------
SHAREHOLDER TRANSACTION EXPENSES

<S>                                                <C>     <C>     <C>        <C>      <C>      <C>       <C>      <C>      <C>  
Maximum Sales Charge Imposed
  on Purchases (as a percentage of
  offering price)(a)(b) ........................   4.75%   None    None       4.75%    None     None      4.75%    None     None
                                                                                                                           
Maximum Sales Load Imposed on                                                                                              
  Reinvested Dividends .........................   None    None    None       None     None     None      None     None     None
                                                                                                                           
Maximum Contingent Deferred                                                                                                
  Sales Charge (as a percentage                                                                                            
  of redemption proceeds)(b) ...................   None    5.00%   1.00%      None     5.00%    1.00%     None     5.00%    1.00%
                                                                                                                           
Redemption Fees ................................   None    None    None       None     None     None      None     None     None
                                                                                                                           
Exchange Fees ..................................   None    None    None       None     None     None      None     None     None
                                                                                                                           
ANNUAL FUND OPERATING EXPENSES                                                                                             
  (as a percentage of average net assets)                                                                                  
                                                                                                                           
Management Fees ................................    .80%    .80%    .80%       .85%     .85%     .85%      .85%     .85%     .85%
                                                                                                                           
Rule 12b-1 Fees(c) .............................   None     .75%    .75%      None      .75%     .75%     None      .75%     .75%
                                                                                                                           
Other Expenses (d)(e) ..........................    .60%    .64%    .64%       .53%     .54%     .54%      .68%     .78%     .78%
                                                   ----    ----    ----       ----     ----     ----      ----     ----     ----
Total Fund Expenses (c)(d) .....................   1.40%   2.19%   2.19%      1.38%    2.14%    2.14%     1.53%    2.38%    2.38%
                                                   ====    ====    ====       ====     ====     ====      ====     ====     ====
                                                                                                                             
</TABLE>

(a)  The sales charge  applicable to Class A Shares set forth in the above table
     is the maximum charge imposed upon the purchase of shares. Shareholders may
     pay less than 4.75%  depending on the amount  invested in Class A Shares of
     the Fund. See "How to Purchase Shares--Class A Share Information."
(b)  Class A purchases of $1 million or more are not subject to an initial sales
     charge; however, a contingent deferred sales charge of 1% may be imposed on
     certain  redemptions within one year following such purchases.  See "How to
     Purchase  Shares--Class A Share  Information."  For Class B purchases,  the
     amount of the contingent deferred sales charge, if applicable,  will depend
     on the number of years since the shareholder made the purchase payment. See
     "How to Purchase Shares--Class B Share Information." For Class C purchases,
     a  contingent  deferred  sales  charge of 1% may be imposed on  redemptions
     within one year following  purchase.  See "How to Purchase  Shares--Class C
     Share Information."
(c)  The Alger Fund pays Fred Alger & Company,  Incorporated for its services in
     distributing  Class B and Class C Shares of each Portfolio other than Alger
     Money Market  Portfolio  at the maximum  annual rate of .75% of the class's
     average  daily net assets.  Long-term  shareholders  paying Rule 12b-1 fees
     pursuant to The Alger  Fund's plans 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)  Included in Other Expenses of Alger Capital Appreciation Portfolio is 0.08%
     of interest  expense  for Class A Shares and 0.11% of interest  expense for
     Class B and Class C Shares.
(e)  Other Expenses for a Portfolio's  Class C Shares are estimated on the basis
     of  amounts  incurred  by the  Portfolio's  Class B Shares  during its most
     recent fiscal year.


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

                                      iii
<PAGE>


PORTFOLIO EXPENSES (CONTINUED)
<TABLE>
<CAPTION>

                                        ALGER                  ALGER                          ALGER
                                    MONEY MARKET             BALANCED                        GROWTH
                                      PORTFOLIO              PORTFOLIO                      PORTFOLIO
                                  ---------------   -----------------------------    ------------------------
                                                    CLASS A   CLASS B   CLASS C      CLASS A  CLASS B CLASS C
                                                    -------   -------   -------      -------  ------- -------
EXAMPLE
You would pay the following
  expenses on a $1,000
  investment including
  the maximum sales
  charges and assuming
  (1) 5% annual return and
  (2) redemption at the end of
  each time period:
<S>                                     <C>           <C>       <C>      <C>          <C>       <C>    <C>  
One Year ..........................     $ 8           $ 68      $ 79     $  39        $ 60      $ 71   $  31
Three Years .......................      26            110       119        89          87        95      65
Five Years ........................      45            155       172       152         115       132     112
Ten Years .........................     100            279       321       321         197       241     241

You would  pay the  following
  expenses  on the  same
  investment,  assuming  no
  redemption at the end
  of each time period:
One Year ..........................     $ 8           $ 68      $ 29     $  29        $ 60      $ 21   $  21    
Three Years .......................      26            110        89        89          87        65      65
Five Years ........................      45            155       152       152         115       112     112
Ten Years .........................     100            279       321       321         197       241     241

</TABLE>

- --------------------------------------------------------------------------------
                                       iv

<PAGE>

- --------------------------------------------------------------------------------
Portfolio Expenses (continued)
<TABLE>
<CAPTION>

                                      ALGER MIDCAP                     ALGER                        ALGER
                                         GROWTH                SMALL CAPITALIZATION          CAPITAL APPRECIATION
                                        PORTFOLIO                    PORTFOLIO                    PORTFOLIO
                                -------------------------    -------------------------    -------------------------
                                 CLASS A  CLASS B  CLASS C   CLASS A  CLASS B  CLASS C    CLASS A  CLASS B  CLASS C
                                 -------  -------  -------   -------  -------  -------    -------  -------  -------
Example
You would pay the following
  expenses on a $1,000
  investment including the
  maximum sales charges and
  assuming (1) 5% annual
  return and (2) redemption at
the end of each time period:
<S>                               <C>     <C>    <C>          <C>      <C>       <C>       <C>      <C>    <C>  
One Year .....................    $ 61    $ 72   $  32        $ 61     $ 72    $  32       $ 62     $ 74   $  34
Three Years...................      90      99      69          89       97       67         94      104      74
Five Years....................     120     137     117         119      135      115        127      147     127
Ten Years.....................     207     252     252         205      247      247        221      272     272
                                                          
You would  pay the  following                             
  expenses on the same                                    
  investment, assuming no                                 
  redemption at the end                                   
  of each time period:                                    
One Year......................    $ 61    $ 22   $  22        $ 61     $ 22      $22       $ 62     $ 24   $  24
Three Years...................      90      69      69          89       67       67         94       74      74
Five Years....................     120     117     117         119      115      115        127      127     127
Ten Years.....................     207     252     252         205      247      247        221      272     272
                                                        
</TABLE>
- --------------------------------------------------------------------------------
                                       v
<PAGE>

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

                              FINANCIAL HIGHLIGHTS

The Financial  Highlights for the years ended October 31, 1990 through 1997 have
been audited by Arthur  Andersen LLP, The Alger Fund's (the "Fund")  independent
public  accountants.  This  information  should be read in conjunction  with the
financial statements of the Fund contained in its Annual Report, which financial
statements  are  incorporated  by  reference  in  the  Statement  of  Additional
Information. An Annual Report of the Fund is available by contacting the Fund at
(800) 992-3863. In addition to financial statements,  the Annual Report contains
further information about the performance of the Fund. The Financial Highlights,
with the  exception  of the total  return  information,  for the two years ended
October 31, 1989, have been audited by other independent  accountants,  who have
expressed an unqualified opinion thereon.

THE ALGER FUND
MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR
<TABLE>
<CAPTION>

                                                                YEAR ENDED OCTOBER 31,
                                          -------------------------------------------------------------------
                                            1997         1996        1995       1994        1993        1992
                                            ----         ----        ----       ----        ----        ----
<S>                                       <C>         <C>         <C>        <C>         <C>         <C>     
Net asset value, beginning of period.     $ 1.0000    $ 1.0000    $ 1.0000   $ 1.0000    $ 1.0000    $ 1.0000
                                          --------    --------    --------   --------    --------    --------
Net investment income................        .0479       .0521       .0573      .0374        .0304      .0424
Dividends from net investment
  income.............................       (.0479)     (.0521)     (.0573)    (.0374)     (.0304)     (.0424)
                                          --------    --------    --------   --------    --------    --------
Net asset value, end of period.......     $ 1.0000    $ 1.0000    $ 1.0000   $ 1.0000    $ 1.0000    $ 1.0000
                                          ========    ========    ========   ========    ========    ========
Total Return ........................         4.9%        5.3%        5.9%       3.8%        3.1%        4.3%
                                          ========    ========    ========   ========    ========    ========
Ratios and Supplemental Data:
  Net assets, end of period
    (000's omitted)..................     $179,407    $285,702    $185,822   $163,170    $126,567    $135,288
                                          ========    ========    ========   ========    ========    ========
  Ratio of expenses to average net
    assets...........................         .81%        .41%        .29%       .27%        .41%        .25%
                                          ========    ========    ========   ========    ========    ========
  Decrease reflected in above
    expense ratios due to expense
    reimbursements and
    management fee waivers...........          --%        .38%        .50%       .50%        .50%        .60%
                                          ========    ========    ========   ========    ========    ========
  Ratio of net investment income
    to average net assets............        4.76%       5.18%       5.73%      3.78%       3.04%       4.30%
                                          ========    ========    ========   ========    ========    ========

- --------------------------------------------------------------------------------
</TABLE>

                                       vi
<PAGE>

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                     YEAR ENDED OCTOBER 31,
                                         ------------------------------------------------
                                            1991         1990          1989         1988
                                            -----        -----         -----        -----
<S>                                      <C>         <C>           <C>          <C>      
Net asset value, beginning of period.    $  1.0000   $  1.0000     $  1.0000    $  1.0000
                                         ---------   ---------     ---------    ---------
Net investment income................        .0671       .0844         .0927        .0732
Dividends from net investment                                                  
  income.............................       (.0671)     (.0844)       (.0927)      (.0732)
                                         ---------   ---------     ---------    ---------
Net asset value, end of period.......    $  1.0000   $  1.0000     $  1.0000    $  1.0000
                                         =========   =========     =========    =========
Total Return ........................         6.9%        8.8%          9.7%(i)      7.6%(i)
                                         =========   =========     =========    =========
Ratios and Supplemental Data:                                                  
  Net assets, end of period                                                    
    (000's omitted)..................     $160,898    $143,420     $  69,581    $  11,509
                                         =========   =========     =========    =========
  Ratio of expenses to average net                                             
    assets...........................         .18%        .03%            --           --
                                         =========   =========     =========    =========
  Decrease reflected in above                                                  
    expense ratios due to expense                                              
    reimbursements and                                                         
    management fee waivers...........         .63%        .84%          .93%        1.73%
                                         =========   =========     =========    =========
  Ratio of net investment income                                               
    to average net assets............        6.76%       8.37%         9.45%        7.16%
                                         =========   =========     =========    =========
                                                                            

(i) Unaudited.

</TABLE>
- --------------------------------------------------------------------------------

                                      vii
<PAGE>


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

                                        CLASS C          CLASS A                  CLASS B
                                      -----------      -----------      ----------------------------

                                      THREE MONTHS     TEN MONTHS                                   
                                          ENDED           ENDED             YEAR ENDED OCTOBER 31,  
                                      OCTOBER 31,      OCTOBER 31,      ----------------------------
                                         1997(ii)        1997(ii)         1997            1996      
                                       ----------      -----------      ----------------------------
Net asset value,                                                   
  beginning
<S>                                    <C>              <C>             <C>             <C>        
  of period.......................     $   16.88        $   13.99       $   14.21       $   13.59  
                                       ---------        ---------       ---------       ---------  
Net investment income                                                                 
  (loss) .........................          (.01)             .05              --             .12  
Net realized and                                                                      
  unrealized gain                                                                     
  (loss) on                                                                           
   investments ...................          (.38)            2.54            2.67             .72  
                                       ---------        ---------       ---------       ---------  
Total from investment                                                                 
  operations .....................          (.39)            2.59            2.67             .84  
                                       ---------        ---------       ---------       ---------  
Dividends from net                                                                    
  investment                                                                          
  income..........................            --               --            (.06)           (.01) 
Distributions from                                                                    
  net realized                                                                        
  gains...........................            --               --            (.34)           (.21) 
                                       ---------        ---------       ---------       ---------  
Total Distributions...............            --               --            (.40)           (.22) 
                                       ---------        ---------       ---------       ---------  
Net asset value,                                                                      
  end of period ..................     $   16.49        $   16.58       $   16.48       $   14.21  
                                       =========        =========       =========       =========  
                                                                                      
Total Return (iii) ...............        (2.31%)           18.5%           19.3%            6.3%  
                                       =========        =========       =========       =========  
Ratios and                                                                            
  Supplemental Data:                                                                  
  Net assets, end                                                                     
    of period (000's                                                                  
    omitted)......................     $      48        $     459       $  12,653       $  13,492  
                                       =========        =========       =========       =========  
  Ratio of                                                                            
    expenses to                                                                       
    average                                                                           
    net assets....................         2.77%            2.10%           2.89%           2.70%  
                                       =========        =========       =========       =========  
  Decrease reflected                                                                  
    in above expense                                                                  
    ratios due to                                                                     
    expense                                                                           
    reimbursements (v) ...........            --               --              --              --  
                                       =========        =========       =========       =========  
  Ratio of net                                                                        
     investment income                                                                
     (loss) to                                                                        
     average net assets ..........         (.84%)            .72%            .04%            .47%  
                                       =========        =========       =========       =========  
  Portfolio                                                                           
    Turnover Rate.. ..............       109.26%          109.26%         109.26%          85.51%  
                                       =========        =========       =========       =========  
  Average Commission                                                                  
    Rate Paid ....................     $   .0709        $   .0709       $   .0709       $   .0700
                                       =========        =========       =========       =========
                                                                                   
</TABLE>

<TABLE>
<CAPTION>


                                                                  CLASS B
                                       -----------------------------------------------------------
                                                                                          FROM
                                                                                     JUNE 1, 1992
                                                                                    (COMMENCEMENT
                                               YEAR ENDED OCTOBER 31,               OF OPERATIONS)
                                       --------------------------------------       TO OCTOBER 31,
                                       1995              1994            1993          1992(ii)
                                       ----              ----            ----          --------
Net asset value,
  beginning
<S>                                    <C>             <C>            <C>               <C>     
  of period......................      $   10.65       $   11.18      $    9.95         $  10.00
                                       ---------       ---------      ---------         --------
Net investment income                                                                  
  (loss) ........................           (.02)(iv)       (.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)
                                       ---------       ---------      ---------         --------
Dividends from net                                                                     
  investment                                                                           
  income.........................             --              --             --               --
Distributions from                                                                     
  net realized                                                                         
  gains..........................             --            (.09)            --               --
                                       ---------       ---------      ---------         --------
Total Distributions..............             --            (.09)            --               --
                                       ---------       ---------      ---------         --------
Net asset value,                                                                       
  end of period .................      $   13.59       $   10.65      $   11.18         $   9.95
                                       =========       =========      =========         ========
                                                                                       
Total Return (iii) ...............         27.6%           (4.0%)         12.4%            (0.5%)
                                       =========       =========      =========         ========
Ratios and                                                                             
  Supplemental Data:                                                                   
  Net assets, end                                                                      
    of period (000's                                                                   
    omitted)......................     $   6,214       $   3,073      $   3,125         $  1,370
                                       =========       =========      =========         ========
  Ratio of                                                                             
    expenses to                                                                        
    average                                                                            
    net assets....................         3.34%           3.18%          3.82%            5.62%
                                       =========       =========      =========         ========
  Decrease reflected                                                                   
    in above expense                                                                   
    ratios due to                                                                      
    expense                                                                            
    reimbursements (v) ...........          .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)  Class C Shares were initially offered August 1, 1997. Class A Shares were
       initially offered January 1, 1997.
 (ii)  Ratios have been annualized; total return has not been annualized.
(iii)  Does not reflect the effect of any sales charges.
 (iv)  Amount  was  computed  based on  average  shares  outstanding  during the
       period.
  (v)  Represents  expense  reimbursements  made  pursuant to  applicable  state
       expense limits.


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

                                      viii

<PAGE>





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

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

                                        CLASS C          CLASS A                  CLASS B
                                      -----------      -----------      ----------------------------

                                      THREE MONTHS     TEN MONTHS                                   
                                         ENDED            ENDED             YEAR ENDED OCTOBER 31,  
                                      OCTOBER 31,      OCTOBER 31,      ----------------------------
                                        1997(ii)         1997(ii)         1997            1996      
                                       ----------      -----------      ----------------------------

Net asset value,
  beginning
<S>                                     <C>             <C>            <C>             <C>         
  of period......................       $  22.49        $  18.92       $  18.87        $  18.94    
                                        --------        --------       --------        --------    
Net investment                                                                       
  income (loss)..................           (.03)           (.10)          (.29)           (.25)(iv)    
Net realized and                                                                     
  unrealized gain (loss)                                                             
  on investments.................           (.13)           3.64           4.23            1.35    
                                        --------        --------       --------        --------    
  Total from                                                                         
    investment operations........           (.16)           3.54           3.94            1.10    
Distribution from                                                                    
  net realized gains ............             --              --           (.48)          (1.17)   
                                        --------        --------       --------        --------    
Net asset value,                                                                     
  end of period..................       $  22.33        $  22.46       $  22.33        $  18.87    
                                        ========        ========       ========        ========    
Total Return (iii)...............           (.7%)          18.7%          21.4%            6.4%    
                                        ========        ========       ========        ========    
Ratios and                                                                           
  Supplemental Data:                                                                 
  Net assets, end of period                                                          
 (000's omitted) ................       $     84        $  5,436       $166,475        $125,686    
                                        ========        ========       ========        ========    
  Ratio of expenses                                                                  
    to average net assets .......           1.97%          1.40%          2.19%           2.27%    
                                        ========        ========       ========        ========    
  Decrease reflected                                                                 
    in above  expense                                                                
    ratio due to expense                                                             
    reimbursements (v)...........             --              --             --              --    
                                        ========        ========       ========        ========    
  Ratio of net investment                                                            
    income (loss) to                                                                 
    average net assets...........         (1.55%)          (.83%)        (1.58%)         (1.33%)   
                                        ========        ========       ========        ========    
  Portfolio                                                                          
    Turnover Rate................        160.09%         160.09%        160.09%         113.95%    
                                        ========        ========       ========        ========    
  Average Commission                                                                 
     Rate Paid...................       $  .0680        $  .0680       $  .0680        $  .0690
                                        ========        ========       ========        ========
</TABLE>


<TABLE>
<CAPTION>


                                                          CLASS B
                                       ----------------------------------------------
                                                                         FROM
                                                                      MAY 24, 1993
                                           YEAR ENDED                (COMMENCEMENT
                                           OCTOBER 31,              OF OPERATIONS)
                                       --------------------         TO OCTOBER 31,
                                         1995         1994              1993(ii)
                                         ----         ----             --------
                                                                        
Net asset value,
  beginning
<S>                                     <C>         <C>                <C>     
  of period......................       $  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
Distribution from                                                    
  net realized gains ............             --        (.28)                --
                                        --------    --------           --------
Net asset value,                                                     
  end of period..................       $  18.94    $  12.77           $  12.48
                                        ========    ========           ========
Total Return (iii)...............          48.3%        4.7%              24.8%
                                        ========    ========           ========
Ratios and                                                           
  Supplemental Data:                                                 
  Net assets, end of period                                          
 (000's omitted) ................       $ 54,016    $ 18,516           $  3,836
                                        ========    ========           ========
  Ratio of expenses                                                  
    to average net assets .......          2.39%       3.20%              3.73%
                                        ========    ========           ========
  Decrease reflected                                                 
    in above  expense                                                
    ratio due to expense                                             
    reimbursements (v)...........             --        .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)  Class C Shares were initially offered August 1, 1997. Class A Shares were
       initially offered January 1, 1997.
 (ii)  Ratios have been annualized; total return has not been annualized.
(iii)  Does not reflect the effect of any sales charges.
 (iv)  Amount  was  computed  based on  average  shares  outstanding  during the
       period.
  (v)  Represents  expense  reimbursements  made  pursuant to  applicable  state
       expense limits.


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

                                       ix
<PAGE>

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


THE ALGER FUND
GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS (i)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>

                                        CLASS C          CLASS A                  CLASS B (ii)
                                      -----------      -----------      ----------------------------

                                      THREE MONTHS     TEN MONTHS                                   
                                         ENDED            ENDED           YEAR ENDED OCTOBER 31,  
                                      OCTOBER 31,      OCTOBER 31,    ----------------------------
                                        1997(vi)         1997(vi)         1997            1996      
                                       ----------      -----------    ----------------------------
Net asset value,
<S>                                     <C>             <C>            <C>               <C>      
  beginning of period ...........       $  11.98        $   9.40       $   9.49          $   9.38 
                                        --------        --------       --------          -------- 
Net investment                                                                         
  income (loss)..................           (.02)           (.02)          (.13)             (.08)(v) 
Net realized and                                                                       
  unrealized gain                                                                      
  (loss) on investments..........           (.46)           2.20           2.44               .78 
                                        --------        --------       --------          -------- 
Total from                                                                             
  investment operations. ........           (.48)           2.18           2.31               .70 
Distributions from                                                                     
  net realized gains ............             --            --             (.30)             (.59)
                                        --------        --------       --------          -------- 
Net asset value,                                                                       
  end of period... ..............       $  11.50        $  11.58       $  11.50          $   9.49 
                                        ========        ========       ========          ======== 
Total Return (iv)................          (4.0%)          23.2%          24.9%              8.1% 
                                        ========        ========       ========          ======== 
Ratios and                                                                             
  Supplemental Data:                                                                   
  Net assets,                                                                          
    end of period                                                                      
    (000's omitted)..............       $    199        $ 52,307       $304,984          $266,207 
                                        ========        ========       ========          ======== 
  Ratio of expenses                                                                    
    to average                                                                         
    net assets...................          2.02%           1.30%          2.08%             2.08% 
                                        ========        ========       ========          ======== 
  Decrease reflected                                                                   
    in above expense                                                                   
    ratios due to expense                                                              
    reimbursements...............             --              --             --                -- 
                                        ========        ========       ========          ======== 
  Ratio of net                                                                         
    investment                                                                         
    income (loss)                                                                      
    to average net assets........         (1.43%)          (.39%)        (1.13%)            (.84%)
                                        ========        ========       ========          ======== 
  Portfolio                                                                            
    Turnover Rate................        128.26%         128.26%        128.26%            94.91% 
                                        ========        ========       ========          ======== 
  Average Commission                                                                   
    Rate Paid... ................       $  .0699        $  .0699       $  .0699          $ .0715
                                        ========        ========       ========          ======== 
                                                                                   
</TABLE>




                                                    CLASS B (ii)
                                   -------------------------------------------
                                               YEAR ENDED OCTOBER 31,
                                   -------------------------------------------
                                     1995           1994                1993
                                     ----           ----                ----
Net asset value,
  beginning of period .........    $   6.97       $   7.43           $   5.76
                                   --------       --------           --------
Net investment                                                    
  income (loss)................        (.02)          (.07)(v)           (.02)
Net realized and                                                  
  unrealized gain                                                 
  (loss) on investments........        2.59            .35               1.70
                                   --------       --------           --------
Total from                                                        
  investment operations. ......        2.57            .28               1.68
Distributions from                                                
  net realized gains ..........        (.16)          (.74)              (.01)
                                   --------       --------           --------
Net asset value,                                                  
  end of period... ............    $   9.38       $   6.97           $   7.43
                                   ========       ========           ========
Total Return (iv)..............       37.8%           4.1%              29.2%
                                   ========       ========           ========
Ratios and                                                        
  Supplemental Data:                                              
  Net assets,                                                     
    end of period                                                 
    (000's omitted)............    $154,284       $ 76,390           $ 37,988
                                   ========       ========           ========
  Ratio of expenses                                               
    to average                                                    
    net assets.................       2.09%          2.20%              2.20%
                                   ========       ========           ========
  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%)
                                   ========       ========           ========
  Portfolio                                                       
    Turnover Rate..............     118.16%        103.86%            108.54%
                                   ========       ========           ========
                                     

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

                                       x

<PAGE>

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                     CLASS B (ii)
                                                   ---------------------------------------------------------------------------------
                                                                               YEAR ENDED OCTOBER 31,
                                                   ---------------------------------------------------------------------------------
                                                      1992            1991           1990          1989               1988
                                                      -----           -----          -----         -----              -----
<S>                                                <C>              <C>            <C>           <C>                <C>      
Net asset value, beginning of period ...........   $     5.77       $     4.25     $    4.42     $    3.48          $    3.23
                                                   ----------       ----------     ---------     ---------          ---------
Net investment income (loss) ...................         (.06)(v)         (.02)         (.02)         (.05)              (.04)
Net realized and unrealized gain
  (loss) on investments ........................          .61             1.86          (.15)          .99                .29
                                                   ----------       ----------     ---------     ---------          ---------
Total from investment operations ...............          .55             1.84          (.17)          .94                .25
Distributions from net realized gains ..........         (.56)            (.32)           --            --                 --
                                                   ----------       ----------     ---------     ---------          ---------
Net asset value, end of period .................   $     5.76       $     5.77     $    4.25     $    4.42          $    3.48
                                                   ==========       ==========     =========     =========          =========
Total Return (iv) ..............................         9.7%            45.8%         (4.0%)        27.0%(iii)          7.7%(iii)
                                                   ==========       ==========     =========     =========          =========
Ratios and Supplemental Data:
  Net assets, end of period
    (000's omitted) ............................   $   19,379       $   10,213     $   5,667     $   5,463          $   5,294
                                                   ==========       ==========     =========     =========          =========
  Ratio of expenses to average
    net assets .................................        2.32%            2.70%         3.09%         3.32%              3.01%
                                                   ==========       ==========     =========     =========          =========
  Decrease reflected in above
    expense ratios due to expense
    reimbursements .............................           --               --            --            --               .43%
                                                   ==========       ==========     =========     =========          =========
  Ratio of net investment
    income (loss)
    to average net assets ......................       (1.07%)          (1.06%)        (.68%)        (.70%)             (.99%)
                                                   ==========       ==========     =========     =========          =========
  Portfolio Turnover Rate ......................       69.28%           76.06%        86.06%       106.73%            151.30%
                                                   ==========       ==========     =========     =========          =========
</TABLE>

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

  (i)  Class C Shares were initially offered August 1, 1997. Class A Shares were
       initially offered January 1, 1997. (ii) Per share data have been adjusted
       to reflect the effect of a 3 for 1 stock split which  occurred  September
       27, 1995.
(iii)  Unaudited.
 (iv)  Does not reflect the effect of any sales charges.
  (v)  Amount was computed based on average shares outstanding during the year.
 (vi)  Ratios have been annualized; total return has not been annualized.

- --------------------------------------------------------------------------------
                                       xi

<PAGE>

- --------------------------------------------------------------------------------
THE ALGER FUND
SMALL CAPITALIZATION PORTFOLIO
FINANCIAL HIGHLIGHTS (i)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>

                                        CLASS C        CLASS A                           CLASS B (ii)
                                     -------------    ------------   -----------------------------------------------------
                                     THREE MONTHS     TEN MONTHS
                                         ENDED          ENDED                        YEAR ENDED OCTOBER 31,
                                      OCTOBER 31,     OCTOBER 31,    -----------------------------------------------------
                                        1997(vi)       1997(vi)        1997       1996        1995       1994         1993
                                     -------------    ----------      -----      -----       -----      -----        -----
                                

Net asset value,
<S>                                   <C>              <C>         <C>         <C>         <C>         <C>          <C>     
  beginning of period ...........     $  10.38         $   9.21    $  10.86    $  11.13    $   7.62    $   8.65     $   6.88
                                      --------         --------    --------    --------    --------    --------     --------
Net investment                                       
  income (loss)..................         (.03)            (.04)       (.11)       (.09)       (.13)       (.09)        (.08)
Net realized                                         
  and unrealized                                     
  gain (loss)                                        
  on investments.................         (.06)            1.18        1.28         .42        3.64        (.02)        1.85
                                      --------         --------    --------    --------    --------    --------     --------
Total from                                           
  investment operations..........         (.09)            1.14        1.17         .33        3.51        (.11)        1.77
Distributions from                                   
  net realized gains ............           --               --       (1.74)       (.60)         --        (.92)          --
                                      --------         --------    --------    --------    --------    --------     --------
Net asset value,                                     
  end of period..................     $  10.29         $  10.35    $  10.29    $  10.86    $  11.13    $   7.62     $   8.65
                                      ========         ========    ========    ========    ========    ========     ========
Total Return (iv)................         (.9%)           12.4%       12.9%        3.2%       46.2%       (1.1%)       25.8%
                                      ========         ========    ========    ========    ========    ========     ========
Ratios and                                           
  Supplemental Data:                                 
  Net assets, end                                    
    of period                                        
    (000's omitted)..............     $    338         $ 25,996    $580,651    $553,872    $463,718    $294,890     $300,108
                                      ========         ========    ========    ========    ========    ========     ========
  Ratio of expenses to                               
      average net assets.........        2.09%            1.38%       2.14%       2.13%       2.11%       2.18%        2.13%
                                      ========         ========    ========    ========    ========    ========     ========
  Decrease reflected                                 
      in above expense                               
      ratios due to expense                          
      reimbursements.............           --               --          --          --          --          --           --
                                      ========         ========    ========    ========    ========    ========     ========
  Ratio of net investment                            
      income (loss) to                               
    average net assets...........       (1.71%)           (.93%)     (1.67%)     (1.59%)     (1.75%)     (1.51%)      (1.52%)
                                      ========         ========    ========    ========    ========    ========     ========
  Portfolio Turnover Rate........       120.27%         120.27%     120.27%     153.35%      97.37%     131.86%      148.49%
                                      ========         ========    ========    ========    ========    ========     ========
  Average Commission Rate Paid...     $  .0652         $  .0652    $  .0652    $  .0611
                                      ========         ========    ========    ========
                                                 
</TABLE>
- --------------------------------------------------------------------------------
                                      xii
<PAGE>

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                               CLASS B (ii)
                                              --------------------------------------------------------------------------------
                                                                          YEAR ENDED OCTOBER 31,
                                              --------------------------------------------------------------------------------
                                                  1992            1991           1990              1989               1988
                                                  -----           -----          -----            -----               -----
<S>                                           <C>               <C>            <C>              <C>                 <C>      
Net asset value, beginning  of period .....   $      6.97       $     4.33     $     5.91       $     3.58          $    3.00
                                              -----------       ----------     ----------       ----------          ---------
Net investment income (loss) ..............          (.11)(v)         (.03)          (.06)(v)           --               (.07)
Net realized and unrealized
    gain (loss) on investments ............           .37             2.76           (.25)            2.33                .65
                                              -----------       ----------     ----------       ----------          ---------
Total from investment operations ..........           .26             2.73           (.31)            2.33                .58
Distributions from net realized gains .....          (.35)            (.09)         (1.27)              --                 --
                                              -----------       ----------     ----------       ----------          ---------
Net asset value, end of period ............   $      6.88    $        6.97  $        4.33       $     5.91          $    3.58
                                              ===========       ==========     ==========       ==========          =========
Total Return (iv) .........................          3.4%            63.7%          (7.1%)           65.1%(iii)         19.3%(iii)
                                              ===========       ==========     ==========       ==========          =========
Ratios and Supplemental Data:
  Net assets, end of period
      (000's omitted) .....................   $   182,432       $   61,273     $   23,628       $   11,990          $   3,709
                                              ===========       ==========     ==========       ==========          =========
  Ratio of expenses to
      average net assets ..................         2.17%            2.23%          2.66%            3.25%              3.01%
                                              ===========       ==========     ==========       ==========          =========
  Decrease reflected in above expense
      ratios due to expense
      reimbursements ......................            --               --             --               --              1.33%
                                              ===========       ==========     ==========       ==========          =========
  Ratio of net investment
      income (loss) to
    average net assets ....................        (1.64%)          (1.37%)        (1.17%)          (1.92%)            (2.07%)
                                              ===========       ==========     ==========       ==========          =========
  Portfolio Turnover Rate .................       121.00%          171.04%        252.66%          441.42%            228.32%
                                              ===========       ==========     ==========       ==========          =========
</TABLE>




  (i)  Class C Shares were initially offered August 1, 1997. Class A Shares were
       initially offered January 1, 1997.
 (ii)  Per share  data have been  adjusted  to  reflect  the effect of a 3 for 1
       stock split which occurred September 27, 1995.
(iii)  Unaudited.
 (iv)  Does not reflect the effect of any sales charges.
  (v)  Amount  was  computed  based on  average  shares  outstanding  during the
       period.
 (vi)  Ratios have been annualized; total return has not been annualized.


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

                                      xiii

<PAGE>

- --------------------------------------------------------------------------------
THE ALGER FUND
CAPITAL APPRECIATION PORTFOLIO (i)
FINANCIAL HIGHLIGHTS (ii)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>

                                       CLASS C         CLASS A                             CLASS B
                                     -----------      -----------   -----------------------------------------------------------
                                    THREE MONTHS     TEN MONTHS
                                        ENDED            ENDED                      YEAR ENDED OCTOBER 31,
                                     OCTOBER 31,      OCTOBER 31,   -----------------------------------------------------------
                                       1997(v)          1997(v)        1997          1996             1995               1994
                                     -----------     -----------    ---------     ---------         --------           --------
Net asset value,       
<S>                                   <C>            <C>           <C>            <C>               <C>               <C>       
  beginning of period............     $    27.67     $    21.59    $    21.62     $    18.62        $    11.11        $    10.00
                                      ----------     ----------    ----------     ----------        ----------        ----------
Net investment                                                                                                      
   income (loss).................           (.05)          (.09)         (.33)          (.34)(iii)       (0.47)(iii)       (0.47)
Net realized and                                                                                                    
  unrealized gain                                                                                                   
  on investments.................          (1.62)          4.67          4.85           3.88              7.98              1.58
                                      ----------     ----------    ----------     ----------        ----------        ----------
  Total from                                                                                                        
    investment operations........          (1.67)          4.58          4.52           3.54              7.51              1.11
Distributions from                                                                                                  
  net realized gains.............            --            --            (.14)          (.54)               --                --
                                      ----------     ----------    ----------     ----------        ----------        ----------
Net asset value,                                                                                                    
  end of period..................     $    26.00     $    26.17    $    26.00     $    21.62        $    18.62        $    11.11
                                      ==========     ==========    ==========     ==========        ==========        ==========
Total Return (iv)................          (6.0%)         21.2%         21.0%          19.5%             67.6%             11.1%
                                      ==========     ==========    ==========     ==========        ==========        ==========
Ratios and                                                                                                          
  Supplemental Data:                                                                                                
  Net assets, end                                                                                                   
    of period                                                                                                       
   (000's omitted)                    $      631     $   15,572    $  212,895     $  150,258        $   33,640        $    2,369
                                      ==========     ==========    ==========     ==========        ==========        ==========
  Ratio of expenses                                                                                                 
    excluding interest to                                                                                           
    average net assets...........          2.18%          1.45%         2.27%          2.44%             3.26%             4.13%
                                      ==========     ==========    ==========     ==========        ==========        ==========
  Ratio of expenses                                                                                                 
    including interest to                                                                                           
    average net assets...........          2.25%          1.53%         2.38%          2.46%             3.54%             5.53%
                                      ==========     ==========    ==========     ==========        ==========        ==========
  Decrease reflected                                                                                                
    in above expense                                                                                                
    ratios due to expense                                                                                           
    reimbursements (vi)..........             --             --            --             --                --             0.85%
                                      ==========     ==========    ==========     ==========        ==========        ==========
  Ratio of net                                                                                                      
    investment income                                                                                               
    (loss) to average                                                                                               
     net assets..................         (1.80%)         (.85%)       (1.72%)        (1.61%)           (3.02%)           (5.12%)
                                      ==========     ==========    ==========     ==========        ==========        ==========
  Portfolio                                                                                                         
     Turnover Rate...............        157.63%        157.63%       157.63%        162.37%           197.65%           231.99%
                                      ==========     ==========    ==========     ==========        ==========        ==========
  Average Commission                                                                                                
     Rate Paid...................     $    .0702     $    .0702    $    .0702     $    .0647
                                      ==========     ==========    ==========     ==========
  Amount of debt                                                                                                    
    outstanding at end                                                                                              
    of period....................             --             --            --     $7,700,000                --        $  651,000
                                      ==========     ==========    ==========     ==========        ==========        ==========
  Average amount of debt                                                                                            
    outstanding                                                                                                     
    during the period............     $2,940,097     $2,940,097    $2,940,097     $  239,966        $  293,153        $  406,864
                                      ==========     ==========    ==========     ==========        ==========        ==========
  Average daily number
    of shares outstanding
    during the period............      7,739,199      7,739,199     7,739,199      4,852,286           543,270           191,676
                                      ==========     ==========    ==========     ==========        ==========        ==========
  Average amount of debt per                                                                                        
    share during the period......     $     0.38     $     0.38    $     0.38     $     0.05        $     0.54        $     2.12
                                      ==========     ==========    ==========     ==========        ==========        ==========
                                                                                                                  

</TABLE>



  (i)  Prior to March 27,  1995,  the  Capital  Appreciation  Portfolio  was the
       Leveraged AllCap Portfolio.
 (ii)  Class C Shares were initially offered August 1, 1997. Class A Shares were
       initially offered January 1, 1997.
(iii)  Amount was computed based on average shares outstanding during the year.
 (iv)  Does not reflect the effect of any sales charges.
  (v)  Ratios have been annualized; total return has not been annualized.
 (vi)  Represents  expense  reimbursements  made  pursuant to  applicable  state
       expense limits.


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

                                      xiv
<PAGE>


                             HOW TO PURCHASE SHARES
IN GENERAL
   The  Alger  Fund  (the  "Fund")  offers  Class A,  Class B and Class C Shares
(except for Alger Money Market Portfolio which has a single class of shares) for
investors.  The  offering  price for Class A Shares is net asset  value  plus an
initial  sales  charge that  declines for larger  purchases  (see "Class A Share
Information"  below).  Purchases  of Class A Shares in  amounts of $1 million or
more incur no initial  sales charge but may be subject to a contingent  deferred
sales charge  ("CDSC") if held for less than one year.  The  offering  price for
Class B Shares is net asset value with no initial  sales  charge but such shares
may be  subject  to a CDSC if held  for  less  than  six  years.  Class B Shares
automatically  convert  to Class A Shares  after  they  have been held for eight
years (see "Class B Share Information"  below).  Class C shares also are sold at
net asset value without an initial  sales  charge,  but they may be subject to a
CDSC of 1% if held for less than one year. Class C Shares automatically  convert
to Class A Shares after they have been held for twelve years (see "Class C Share
Information"  below).  Alger Money  Market  Portfolio is sold without an initial
sales  charge or CDSC.  There is no minimum  imposed  on  initial or  subsequent
investments  in any  Portfolio  other than Alger  Money  Market  Portfolio.  The
minimum  initial  investment  in Alger  Money  Market  Portfolio  is  $500,  and
subsequent  investments must be at least $25. These minimums may be waived under
certain  circumstances.  The Fund or the transfer  agent may reject any purchase
order.

METHODS OF PURCHASING SHARES

  MAIL
   You can buy shares  through  Alger  Shareholder  Services,  Inc.,  the Fund's
transfer agent ("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.

   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.

  BROKERS

   You can buy shares of the  Portfolios  through  brokers who have signed sales
agreements  with the Fund's  Distributor,  Fred  Alger &  Company,  Incorporated
("Alger Inc.").

  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.

CLASS A SHARE INFORMATION

   Class A Shares are  available  in all  Portfolios  except  Alger Money Market
Portfolio.  These shares may be subject to an initial  sales  charge  (indicated
below) on purchases of less than $1 million.  Purchases of Class A Shares in the
amount of $1 million or more avoid the initial sales charge,  but are subject to
a CDSC of 1% if held for less  than one year.  See  "Contingent  Deferred  Sales
Charge" below.

  INITIAL SALES CHARGE

   The sales charges applicable to purchases of Class A Shares of the Portfolios
(other than the Alger Money Market Portfolio) are:

                           SALES CHARGE       SALES CHARGE     DEALER ALLOWANCE
     PURCHASE                  AS % OF          AS % OF            AS % OF
      AMOUNT              OFFERING PRICE     NET ASSET VALUE   OFFERING PRICE
      ------              --------------     ---------------   --------------
                                        
Less than $100,000             4.75%              4.99%            4.00%
$100,000 - $249,999            4.00%              4.17%            3.25%
$250,000 - $499,999            3.00%              3.09%            2.50%
$500,000 - $999,999            2.25%              2.30%            1.75%
$1,000,000 and over              *                  *              1.00%

- ------------------                                       
* Purchases of Class A Shares,  which when  combined  with  current  holdings of
  Class A Shares offered with a sales charge equal to or exceeding $1,000,000 in
  the  aggregate,  may be made at net asset  value  without  any  initial  sales
  charge,  but will be subject to a CDSC of 1.00% on redemptions  made within 12
  months of purchase. The CDSC is waived in certain circumstances.  See "Waivers
  of Sales Charges."


                                       1
<PAGE>


   The reduced  sales charges shown above apply to the aggregate of purchases of
Class A Shares  of the Fund  made at one time  (unless  a Letter of Intent is on
file with the Fund) by "any person," which  includes an  individual,  his or her
spouse and children,  or a trustee or other fiduciary of a single trust,  estate
or single fiduciary account. See "Letter of Intent."

   From  time  to  time  Alger  Inc.   may  reallow  to  brokers  or   financial
intermediaries  all or  substantially  all of the initial sales  charge.  To the
extent that it does so, such  persons  may be deemed to be  underwriters  of the
Fund as defined in the Securities Act of 1933, as amended.

  RIGHT OF ACCUMULATION

   Class A Shares  of the Fund may be  purchased  by "any  person"  (as  defined
above) at a reduced sales charge as determined by aggregating  the dollar amount
of the new  purchase and the current  value (at  offering  price) of all Class A
Shares  of the Fund then  held by such  person  and  applying  the sales  charge
applicable to such  aggregate.  In order to obtain such discount,  the purchaser
must  provide  sufficient   information  at  the  time  of  purchase  to  permit
verification that the purchase qualifies for the reduced sales charge. The right
of accumulation is subject to  modification or  discontinuance  at any time with
respect to all shares purchased thereafter.

  LETTER OF INTENT

   A Letter of Intent ("LOI")  contemplating  aggregate purchases of $100,000 or
more provides an opportunity for an investor to obtain a reduced sales charge by
aggregating  investments  over a 13-month  period,  provided  that the  investor
refers to such LOI when placing  orders.  For  purposes of a LOI, the  "Purchase
Amount" as referred to in the preceding sales charge table includes purchases of
all Class A Shares of the Fund offered with a sales charge over the following 13
months.  An alternative is to compute the 13-month period starting up to 90 days
before the date of execution of the LOI.

   The minimum initial  investment  under the LOI is 5% of the total LOI amount.
Each  investment  made  during the period  receives  the  reduced  sales  charge
applicable to the total amount of the investment goal. Shares purchased with the
first 5% of the total LOI amount will be held in escrow by the Transfer Agent to
assure  any  necessary  payment  of a  higher  applicable  sales  charge  if the
investment goal is not met. If the goal is not achieved  within the period,  the
investor must pay the  difference  between the sales  charges  applicable to the
purchases  made and the charges  previously  paid, or an  appropriate  number of
escrowed shares will be redeemed.

CLASS B SHARE INFORMATION

   Class B Shares are  offered  for sale for  purchases  of less than  $250,000.
Class B Shares are sold at net asset value with no initial  sales  charge.  This
provides  investors  the benefit of putting all of their  dollars to work at the
time the investment is made.  However,  a CDSC of up to 5% may be imposed if you
redeem your shares within six years of purchase.  See "Contingent Deferred Sales
Charge."  Class B Shares are subject to certain  Rule 12b-1 fees as well,  which
are described  below.  Once Class B Shares have been held for eight years,  they
will  automatically  convert to Class A Shares.  See  "Conversion of Class B and
Class C Shares."

CLASS C SHARE INFORMATION

   Class C shares are offered for sale for  purchases  of less than  $1,000,000.
Class C Shares are sold at net asset value with no initial  sales  charge.  This
provides  investors  the benefit of putting all of their  dollars to work at the
time the investment is made.  However, a CDSC of 1% may be imposed if you redeem
your shares within one year of purchase. See "Contingent Deferred Sales Charge."
Class C Shares  are  subject  to  certain  Rule  12b-1  fees as well,  which are
described below.  Once Class C Shares have been held for twelve years, they will
automatically convert to Class A Shares. (See "Conversion of Class B and Class C
Shares.")

   Class C Shares are subject to the same ongoing  distribution and service fees
as Class B Shares but are  subject  to a CDSC for a shorter  period of time (one
year versus six years) than Class B Shares.  However,  Class B Shares convert to
Class A Shares  after a shorter  period  of time  than do Class C Shares  (eight
years versus twelve years).

CONVERSION OF CLASS B AND CLASS C SHARES

   Class B and Class C Shares will automatically convert to Class A Shares eight
and twelve years,

                                       2

<PAGE>

respectively, after the end of the calendar month in which the order to purchase
was accepted  and will  thereafter  not be subject to the original  Class's Rule
12b-1 fees.  The  conversion  will be completed on the basis of the relative net
asset values per share without the imposition of any sales charge,  fee or other
charge. At conversion,  a proportionate amount of shares representing reinvested
dividends  and  reinvested  capital  gains will also be  converted  into Class A
Shares.  Because Alger Money Market Portfolio is not subject to any distribution
fees,  the running of the  applicable  conversion  period is  suspended  for any
period  of time in which  shares  received  in  exchange  for Class B or Class C
Shares are held in that  Portfolio.  For purposes of determining  the conversion
date of Class B Shares  outstanding prior to August 1, 1997, such shares will be
deemed to have been held for either  eight years or the period  (adjusted as set
forth in the preceding sentence) since their purchase  acceptance,  whichever is
shorter. Accordingly, all Class B Shares outstanding for at least eight years as
of August 28, 1997 were converted to Class A Shares on August 28, 1997.

   The  conversion  of  Class B Shares  and  Class C Shares  is  subject  to the
continuing  availability  of an  opinion  of  counsel  to the  effect  that  the
conversion of shares does not  constitute a taxable  event under Federal  income
tax laws.  The conversion of Class B and Class C Shares may be suspended if such
an opinion is no longer available.

DISTRIBUTION PLANS

   The Fund has adopted separate  Distribution  Plans (the "Plans")  pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act")
under which  Classes B and C of each  Portfolio  other than Alger  Money  Market
Portfolio may make payments to Alger Inc. in connection  with its  activities in
promoting  sales of that  Portfolio's  Class B and C Shares--at a maximum annual
rate of .75% of the  Portfolio's  average daily net assets  represented  by such
shares  (each a Rule 12b-1 fee).  Under the Class B Plan,  the Rule 12b-1 fee is
paid, up to the maximum annual rate, to the extent  necessary to reimburse Alger
Inc.'s expenses incurred in promoting  distribution of Class B shares. Under the
Class C Plan, the Rule 12b-1 fee constitutes  compensation to Alger Inc. for its
activities in distributing  Class C Shares,  and the expenses  incurred by Alger
Inc.  in  connection  with  such  activities  may be  greater  or less  than the
compensation  received  from the  Portfolio.  In each case,  the Rule 12b-1 fee,
sometimes  described as an "asset-based  sales charge," allows  investors to buy
shares  without an initial sales charge while  allowing Alger Inc. to compensate
dealers that sell Class B or C Shares of the Portfolios.  Typically, Alger Inc.,
in its discretion or pursuant to dealer agreements, pays sales commissions of up
to 4.75% of the amount  invested  in Class B Shares,  and up to 1% of the amount
invested in Class C Shares,  to dealers  from its own  resources  at the time of
sale and pays continuing  commissions  after purchase to dealers selling Class C
Shares.  For Class B Shares,  Alger Inc. retains the asset-based sales charge to
recoup the sales  commissions  and other  sales-related  expenses its pays.  For
Class C Shares,  the  asset-based  sales charge is retained by Alger Inc. in the
first year after purchase; in subsequent years, all or a portion of it typically
is paid to the dealers who sold the Class C Shares.  In some cases,  the selling
dealer is Alger Inc.  Any CDSCs on Class B Shares  received  by Alger Inc.  will
reduce the  amount to be  reimbursed  under the Class B Plan.  Under the Class B
Plan, any excess  distribution  expenses may be carried forward,  with interest,
and  reimbursed  in future  years.  At October 31,  1997,  the end of the Fund's
fiscal year, the following  approximate  amounts were carried  forward under the
Class B Plan: Alger Small  Capitalization  Portfolio--$16,444,000  (2.71% of net
assets);  Alger  MidCap  Growth  Portfolio--$3,218,000   (1.87%);  Alger  Growth
Portfolio--$7,605,000  (2.13%); Alger Balanced  Portfolio--$225,000 (1.71%); and
Alger Capital Appreciation Portfolio--$2,124,000 (.93%).

CONTINGENT DEFERRED SALES CHARGE

   No CDSC is  imposed  on the  redemption  of  shares  of  Alger  Money  Market
Portfolio,  except that shares

                                       3
<PAGE>

of the Portfolio  acquired in exchange for shares of the other  Portfolios  will
bear any CDSC that would apply to the exchanged shares.

   With respect to Class B Shares, there is no initial sales charge on purchases
of shares of any  Portfolio,  but a CDSC may be charged on certain  redemptions.
The CDSC is imposed on any  redemption  that  causes the  current  value of your
account  in the  Class B shares of the  Portfolio  to fall  below the  amount of
purchase  payments  made  during a six-year  holding  period.  The amount of the
charge  is based  on the  length  of time  shares  are  held,  according  to the
following table:

                                         CONTINGENT
                                       DEFERRED SALES
       YEARS SHARES WERE HELD              CHARGE
 ------------------------------------  --------------
Less than one........................        5%
One but less than two................        4%
Two but less than three..............        3%
Three but less than four.............        2%
Four but less than five..............        2%
Five but less than six...............        1%
Six and greater......................        0%
                                         
   Certain  Class A Shares  also are  subject  to a CDSC.  Those  Class A Shares
purchased  in an amount of $1 million or more which have not been subject to the
Class's  initial  sales  charge and which have not been held for a full year are
subject to a CDSC of 1% at the time of redemption.

   Class C Shares have no initial  sales  charge but are subject to a CDSC of 1%
if redeemed within one year of purchase.

   IN GENERAL

   For purposes of the CDSC, it is assumed that the shares of the Portfolio from
which the  redemption is made are the shares of that  Portfolio  which result in
the lowest charge, if any.

   Redemptions  of shares of each of the  Portfolios are deemed to be made first
from  amounts,  if any,  to  which a CDSC  does not  apply.  There is no CDSC on
redemptions  of  (i)  shares  that  represent   appreciation  on  your  original
investment,  or (ii) shares  purchased  through  reinvestment  of dividends  and
capital  gains.  Since no charge is imposed on shares  purchased and retained in
Alger Money Market Portfolio,  you may wish to consider  redeeming those shares,
if any,  before  redeeming  shares  that are  subject to a CDSC.  Please see the
Statement of Additional  Information  for examples of how the CDSC is calculated
when shares are exchanged.

WAIVERS OF SALES CHARGES

   No initial  sales  charge  (Class A) or CDSC  (Class A, B or C) is imposed on
purchases or redemptions  (1) 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) 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) by directors or trustees of
any investment  company for which Alger Inc. or any of its affiliates  serves as
investment   adviser  or  distributor;   (4)  of  shares  held  through  defined
contribution  plans as defined by ERISA; (5) by an investment company registered
under the 1940 Act in connection with the combination of the investment  company
with the Fund by merger, acquisition of assets or by any other transaction;  (6)
by registered  investment  advisers,  banks, trust companies and other financial
institutions on behalf of their clients;  (7) by registered  investment advisers
for their own accounts;  (8) 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

                                       4

<PAGE>

those plans;  (9) by registered  representatives  of  broker-dealers  which have
entered into Selected  Dealer  Agreements  with Alger Inc.,  and their  spouses,
children,  siblings and parents;  and (10) of Class A shares  purchased with the
proceeds of a redemption  of shares of a mutual fund other than the Fund,  if an
initial or deferred  sales charge was paid in connection  with the investment in
the other fund and the redemption from the other fund occurred within 90 days of
the purchase of Class A shares.

   Any CDSC is also  waived on (1)  Systematic  Withdrawal  Plan  payments,  (2)
redemptions  of shares  in  connection  with  certain  required  post-retirement
withdrawals  from an IRA or other  retirement plan or (3) redemptions  following
the death or disability of a shareholder.

   Investors  purchasing Class A 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
otherwise  subject to a CDSC but qualifying for 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.

                               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 CDSC may be charged on certain  redemptions.
See  "Contingent  Deferred Sales Charge" above for details.  Redemptions  may be
suspended  and  payments  delayed  under  certain  emergency   circumstances  as
determined by the  Securities and Exchange  Commission.  The Transfer Agent will
reject any redemption  request made within 15 days after receipt of the purchase
check,  the  TelePurchase  order or Automatic  Investment Plan transfer  against
which  such  redemption  is  requested.  You can sell your  shares in any of the
following  ways: by mail, by telephone,  by check (Alger Money Market  Portfolio
only) or through your broker.  Please note that, although the Fund is authorized
to charge a fee for each wire redemption, it does not currently intend to do so.

MAIL

   You should send a letter of  instruction  to the Transfer Agent that includes
your name, account number,  Portfolio name, the class of shares (if applicable),
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(s)  must be guaranteed.  In addition,  any
request  for  redemption  proceeds to be sent to the address of record must have
the signature(s) guaranteed if made within 60 days of changing your address. 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.

TELEPHONE WIRE REDEMPTION OPTION

   If you wish to use this service,  you should mark the  appropriate box on the
New Account  Application or complete a Telephone Services Form 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 Alger Money
Market  Portfolio,  your  redemption  proceeds  will  be  wired  the  same  day.
Redemption  requests  for  Portfolios  other than Alger Money  Market  Portfolio
received prior to the close of business of the New York Stock Exchange  ("NYSE")
(normally  4:00 p.m.  Eastern time) and requests  received  after 12:00 noon for
Alger Money Market  Portfolio will be paid on the next business day. The minimum
wire redemption  amount is $2,500.  If your proceeds are less than $2,500,  they
will be mailed to your address of record.  Redemption requests made before 12:00
noon Eastern time for Alger Money Market  Portfolio  will not receive a dividend
for that day.  Shares  held in any Alger  retirement  plan and shares  issued in
certificate form are not eligible for this service.

                                       5

<PAGE>

TELEPHONE REDEMPTIONS

   You  automatically  have the ability to make  redemptions by telephone unless
you refuse the  telephone  redemption  privilege.  To sell shares by  telephone,
please call (800) 992-3863.  If your redemption request is received before 12:00
noon Eastern time for Alger Money Market  Portfolio,  your  redemption  proceeds
will  generally  be mailed on the next  business  day.  Redemption  requests for
Portfolios other than Alger Money Market  Portfolio  received prior to the close
of business of the NYSE  (normally  4:00 p.m.  Eastern  time) will  generally be
mailed on the next business day. Requests received after 12:00 noon Eastern time
for Alger Money Market  Portfolio  will  generally be mailed on the business day
following the next business day.  Shares held in any Alger  retirement  plan and
shares issued in certificate form are not eligible for this service.

   Redemption  proceeds  are mailed to the  address of record.  Any  request for
redemption  proceeds to be sent to the address of record must be in writing with
the  signature(s)  guaranteed  if made within 60 days of changing  your address.
Redemption  requests  made before 12:00 noon Eastern time for 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.

CHECK REDEMPTIONS (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  CDSC (see  "Contingent
Deferred Sales Charge").  If your account is not adequate to cover the amount of
your  check  and  any  applicable  CDSC,  the  check  will  be  returned  marked
insufficient funds. As a result,  checks should not be used to close an account.
Shares held in any Alger  retirement plan and shares issued in certificate  form
are not eligible for this service.

   The use of the  check  redemption  procedure  does not give rise to a banking
relationship  between the shareholder and the Fund or the Transfer Agent,  which
will be acting solely as transfer agent for the Portfolio.

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.
                            SPECIAL INVESTOR SERVICES
EXCHANGE PRIVILEGE

   Except as  limited  below,  shareholders  may  exchange  some or all of their
shares for shares of another  Portfolio of the Fund.  Class A  shareholders  may
exchange  their shares for Class A Shares of another  Portfolio or for shares of
Alger Money Market Portfolio. Class B shareholders may exchange their shares for
Class B  Shares  of  another  Portfolio  or for  shares  of Alger  Money  Market
Portfolio.  Class C shareholders may exchange their shares for Class C Shares of
another  Portfolio  or for shares of Alger Money Market  Portfolio.  Alger Money
Market Portfolio shares acquired by direct purchase may be exchanged for Class A
, Class B or Class C Shares of another Portfolio;  however, any applicable sales
charge will apply to the shares acquired,  depending upon their class. Shares of
Alger Money Market Portfolio acquired by exchange rather than by direct purchase
may be  exchanged  for shares of another  Portfolio,  but only for shares of the
same  class as those  originally  exchanged  for Alger  Money  Market  Portfolio
shares. The period

                                       6
<PAGE>

of time shares are held in Alger Money Market  Portfolio shall not be considered
in  scheduling  of the  automatic  conversion to Class A Shares or, for accounts
opened after October 17, 1992, in the calculation of a CDSC.

   You automatically  have the ability to make exchanges by telephone unless you
refuse the telephone exchange privilege.  Exchanges can be made among Portfolios
of the  same  class of  shares  for  identically  registered  accounts.  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 NYSE (normally 4:00 p.m.
Eastern  time) from Alger Money  Market  Portfolio to any other  Portfolio  will
receive dividends from Alger Money Market Portfolio for the day of the exchange.
Shares of 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 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.

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.  The minimum monthly  investment  amount is $25 per
Portfolio. 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
more of the other  Portfolios on or about the  fifteenth  day of the month.  The
minimum monthly exchange amount is $25 per Portfolio.

   For more information on any of the services discussed above,  please call the
Fund toll-free at (800) 992-3863.

TELEPURCHASE AND TELEREDEMPTION PRIVILEGES

   The  TELEPURCHASE  Privilege  allows you to purchase Fund shares by telephone
(minimum $500,  maximum  $50,000) by filling out the appropriate  section of the
New Account  Application  or sending a Telephone  Services  Form to the Transfer
Agent.  Your funds will be transferred from your designated bank account to your
Fund account normally within one business day.

   The  TELEREDEMPTION  Privilege  allows you to transfer  funds  (minimum $500,
maximum  $50,000)  between your Fund account and your  designated  bank account.
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  Automated  Clearing  House
redemption, it does not currently intend to do so.

   To use these privileges, your bank must be a member of the Automated Clearing
House. Shares held in any Alger retirement plan and shares issued in certificate
form are not eligible for this service.

RETIREMENT  PLANS

   Shares of the Portfolios  are available as an investment for your  retirement
plans, including regular IRAs, Keogh Plans, corporate pension and profit-sharing
plans, Simplified Employee Pension IRAs, SIMPLE IRAs, Roth IRAs, education 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.

SYSTEMATIC WITHDRAWAL PLAN

   If your  account  balance  in any  Portfolio  is  $10,000  or  more,  you may
establish a Systematic  Withdrawal Plan to receive payments of at least $50 on a
monthly,  quarterly  or annual  basis,  without  payment of a CDSC.  The maximum
monthly  withdrawal is one percent of the current account value in the Portfolio
at the time you begin participation in the Plan. Shares held in certificate form
are not eligible for this service.

                                       7

<PAGE>

REINSTATEMENT PRIVILEGE

   A shareholder  who has redeemed  shares of a Portfolio may, within 30 days of
the  redemption,  reinstate  any  portion  or all of the  net  proceeds  of such
redemption   in  Portfolio   shares  of  the  same  class  by  exercise  of  the
Reinstatement  Privilege.  Reinvestment  will be at the net  asset  value of the
Portfolio  next  determined  upon receipt of the proceeds and letter  requesting
this privilege be exercised, subject to confirmation of the shareholder's status
or holdings, as the case may be. You will also receive a pro rata credit for any
CDSC  imposed.  This  privilege  may be  exercised  only once by a  shareholder.
Exercising  the  Reinstatement  Privilege  will not alter any tax payable on the
redemption and a loss may not be allowed for tax purposes.

                              INVESTMENT OBJECTIVES
                                  AND POLICIES

   The investment  objectives of the Portfolios and the investment  restrictions
summarized in the next paragraph 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,  which means 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 Alger Capital  Appreciation  Portfolio) of its net assets in securities that
are  illiquid by virtue of legal or  contractual  restrictions  on resale or the
absence of a readily  available  market;  (4) invest  more than 25% of its total
assets in any one  industry,  except for U.S.  Government  securities  and, with
respect to Alger Money Market Portfolio, bank and thrift obligations; (5) borrow
money or pledge its assets, except that it may borrow money or pledge its assets
in an  amount  of up to 10% of its  total  assets  for  temporary  or  emergency
purposes and that Alger Capital Appreciation Portfolio may borrow for investment
purposes as described  below under "Alger Capital  Appreciation  Portfolio." The
Statement of Additional Information contains additional investment  restrictions
as well as additional information on the Portfolios' investment practices.

   Except in the case of percentage  limitations  on borrowing by the Portfolios
and as may be otherwise  stated,  the  percentage  limitations  contained in the
Fund's investment  restrictions and other investment  policies apply at the time
of  purchase  of a security,  and a later  increase  or  decrease in  percentage
resulting  from  a  change  in  value  of  securities  or in the  amount  of the
Portfolio's assets will not constitute a violation of the restriction or policy.

   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.

   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.

                                       8

<PAGE>

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.  Accordingly, 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, 1997, the range of market capitalization of these
companies  was $213 million to $13.737  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 ("Russell Index") or the S&P
SmallCap  600 Index ("S&P  Index"),  updated  quarterly.  Both indexes are broad
indexes of small  capitalization  stocks.  As of December 31, 1997, the range of
market  capitalization  of the companies in the Russell Index was $20 million to
$2.97 billion;  the range of market  capitalization  of the companies in the S&P
Index at that date was $21 million to $2.934  billion.  The combined range as of
that date was $20 million to $2.97  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 this combined range, and in
excess of that  amount (up to 100% of its  assets)  during  temporary  defensive
periods.

ALGER CAPITAL APPRECIATION PORTFOLIO

   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 85% of
its net assets in equity securities of companies of any size.

                                       9
<PAGE>

   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

   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 and
to meet  redemptions,  they may hold up to 15% of their net assets (35% of total
assets, in the case of Alger Balanced Portfolio) 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 Alger Small
Capitalization  Portfolio  is likely to invest may have limited  product  lines,
markets or financial  resources and may lack management depth. The securities of
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 smaller  companies by all other Portfolios  except Alger Money
Market 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

   An  investment  may be illiquid  because of the absence of an active  trading
market,  making  it  difficult  to  sell  promptly  at an  acceptable  price.  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. 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.  Under the policies and procedures
established  by the Fund's Board of Trustees,  Alger  Management  determines the
liquidity  of the  Portfolios'  Rule  144A  investments.

                                       10

<PAGE>

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,
including  all  collateral  on such  loans  less  liabilities  exclusive  of the
obligation to return such  collateral,  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.  Default  by the  borrower  could
result  in  delays,  costs  and/or  losses in  disposing  of the  collateral  or
recovering  the loaned  securities  and,  should the borrower fail  financially,
possible loss of rights in the collateral.

FOREIGN SECURITIES

   Each Portfolio  other than 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"),  American
Depositary  Shares ("ADSs"),  or U.S.  dollar-denominated  securities of foreign
issuers,  none of which are included in the 20% foreign  securities  limitation.
ADRs and ADSs are  traded  in the U.S.  securities  markets  and  represent  the
securities  of  foreign  issuers.  While  ADRs and ADSs may not  necessarily  be
denominated in the same currency as the foreign securities they represent,  many
of the risks associated with foreign securities may also apply to ADRs and ADSs.

LEVERAGE THROUGH BORROWING

   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

   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.  Hedging  transactions  are  intended  to  reduce  the  risk of price
fluctuations. The Portfolio may write an option on a security only if the option
is  "covered"  (for a  discussion  of  covered  options,  see the  Statement  of
Additional Information). Although the Portfolio will generally purchase or write
only those  options for which there  appears to be an active  secondary  market,
there is no assurance that a liquid  secondary  market on an exchange will exist
for any  particular  option.  The Portfolio  will not purchase  options if, as a
result,  the  aggregate  cost  of all  outstanding  options  exceeds  10% of the
Portfolio's  total  assets,  although  no more  than 5%  will  be  committed  to
transactions entered into for non-hedging  purposes.  The Portfolio may purchase
and sell put and call  options on stock  indexes in order to increase  its gross
income or to hedge its portfolio against price fluctuations.

   The writing and purchase of options are highly  specialized  activities which
involve  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.

                                       11
<PAGE>

STOCK INDEX FUTURES AND OPTIONS ON
STOCK INDEX FUTURES

   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.

   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  its shares of the  Portfolios.  With the  exception of Alger Money
Market Portfolio, each Portfolio offers three classes of shares.

   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 Fund's Declaration of Trust.  Shareholders of one Portfolio may
vote only on matters that affect that  Portfolio.  Shareholders  of a class have
exclusive  voting rights with respect to matters  affecting only that class, and
shareholders  vote  separately by class on matters in which the interests of one
class differ from those of another. BOARD OF TRUSTEES

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

INVESTMENT MANAGER

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

   Alger  Management has been in the business of providing  investment  advisory
services since 1964 and, as of January 31, 1998, had approximately  $7.8 billion
under management, $4.5 billion in mutual fund accounts and $3.3 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.

                                       12
<PAGE>

PORTFOLIO MANAGERS

   David D. Alger,  Seilai  Khoo,  Ronald  Tartaro and David Hyun are  primarily
responsible  for the  day-to-day  management of the  Portfolios of the Fund. Mr.
Alger has been  employed by Alger  Management  since  1971,  as  Executive  Vice
President and Director of Research  until 1995 and as President  since 1995. Ms.
Khoo has been  employed by Alger  Management  since 1989,  as a senior  research
analyst until 1995 and as a Senior Vice  President  since 1995.  Mr. Tartaro has
been employed by Alger Management since 1990, as a senior research analyst until
1995 and as a Senior Vice  President  since 1995.  Mr. Hyun has been employed by
Alger Management since 1991 as an analyst until 1998 and as a Portfolio  Manager
since  1998.  Mr.  Alger,  Ms.  Khoo,  Mr.  Tartaro  and Mr.  Hyun 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  and other  mutual  funds  managed  by Alger  Management.  He has been
employed by Alger Management as a fixed income analyst since 1991.

   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.

CERTAIN SHAREHOLDERS

   Set forth below is certain information regarding significant  shareholders of
the Portfolios.  At February 2, 1998,  Merrill Lynch & Co. Trustee FBO Qualified
Retirement  Plans  owned  beneficially  or of  record  32.07%  of  Alger  Growth
Portfolio--Class A Shares, and Dreyfus Retirement Services owned beneficially or
of record 37.34% of Alger Growth  Portfolio--Class  A Shares.  On the same date,
FTC & Co.--Datalynx  House Acct. owned beneficially or of record 32.35% of Alger
MidCap Growth Portfolio--Class A Shares. On that date, Donaldson Lufkin Jenrette
Securities  Corp.  owned  beneficially  or of record  27.99%  of Alger  Balanced
Portfolio--Class C Shares, and Ken's Auto Service, Inc. owned beneficially or of
record 26.88% of Alger Balanced  Portfolio--Class C Shares.  Also on February 2,
1998,  Merrill Lynch Pierce Fenner & Smith FBO its Customers owned  beneficially
or of record 39.35% of Alger MidCap Growth  Portfolio--Class C Shares, 29.01% of
Alger Growth  Portfolio--Class C Shares and 29.18% of Alger Capital Appreciation
Portfolio--Class  C Shares.  The shareholders  identified above may be deemed to
control  the  specified  Classes,  which may have the effect of  proportionately
diminishing the voting power of other  shareholders  of these Classes.

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%.

   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.

                                       13

<PAGE>

SHAREHOLDER SERVICING AGREEMENT

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

                                 NET ASSET VALUE
   The price of one share of a class is based on its "net asset  value." The net
asset value is computed by adding the value of the Portfolio's  investments plus
cash and other assets allocable to the class,  deducting applicable  liabilities
and then  dividing the result by the number of its shares  outstanding.  The net
asset  value of a share of a given  class  may  differ  from that of one or more
other  classes.  Net  asset  value is  calculated  as of the  close of  business
(normally 4:00 p.m.  Eastern time) or, for Alger Money Market  Portfolio,  as of
12:00 noon Eastern time on each day the NYSE is open.

   Purchases for 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 NYSE (normally 4:00 p.m.  Eastern time),  it will be credited
and begin earning dividends the next business day.

   Purchases  for the  other  Portfolios  will be based  upon the next net asset
value  calculated  for each class 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 NYSE  (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.  You will be  charged a fee for any check
returned by your bank.
                               DIVIDENDS AND TAXES
DIVIDENDS

   Each class will be treated separately in determining the amounts of dividends
of investment  income and  distributions  of capital gains payable to holders of
its shares.  Dividends and distributions will be automatically reinvested at net
asset value on the payment date in additional  shares of the class that paid the
dividend or  distribution  at net asset value,  unless you elected in writing to
have all  dividends  and  distributions  paid in cash or reinvested at net asset
value into  another  identically  registered  Alger  Portfolio  account you have
established. In addition, accounts whose dividend/distribution  checks have been
returned as undeliverable shall reinvest that  dividend/distribution  at the net
asset value next  determined  after the Transfer Agent receives the  undelivered
check. Furthermore,  all future dividend/distribution checks shall be reinvested
automatically at net asset value on the payment date until a written request for
reinstatement  of cash  distribution and a valid mailing address are provided by
the  shareholder(s).  Shares  purchased  through  reinvestment  of dividends and
distributions are not subject to a CDSC or front-end sales charge. Any dividends
of Alger Money Market  Portfolio are declared  daily and paid  monthly,  and any
dividends 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.

   The classes of a  Portfolio  may have  different  dividend  and  distribution
rates. Class A dividends generally will be greater than those of Classes B and C
due to the Rule  12b-1  fees  associated  with  Class B and C  Shares.  However,
dividends  paid to each class of shares in a Portfolio will be declared and paid
at the same time and will be determined in the same manner as those paid to each
other class.

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

                                       14
<PAGE>

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 and their  underlying  classes  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.  Yield
and total  return  figures may be  different  among the classes of a  portfolio.
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.

   Alger Money Market Portfolio may advertise its "yield" and "effective yield."
The "yield" of the Portfolio refers to certain 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 classes of the Portfolios other than 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 class from
the beginning date of the measuring  period to the end of the measuring  period.
These figures reflect changes in the price of the class's shares and assume that
any income dividends and/or capital gains distributions made by the class during
the period were  reinvested  in shares of the class.  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  class's  operations,  or on a  year-by-year
basis) and may utilize  dollar  cost  averaging.  The class may use  "aggregate"
total return figures for various periods,  representing the cumulative change in
value of an  investment in the class for the specific  period (again  reflecting
changes  in class  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 CDSC or
initial  sales  charge to which the 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
class will vary based on changes in market  conditions.  In addition,  since the
deduction  of a class's  expenses  is  reflected  in the total  return and yield
figures,  "total  return" and  "yield"  will also vary based on the level of the
class's expenses.

   The Statement of Additional Information,  which is incorporated by reference,
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.


                                       15
<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

COUNSEL:
Hollyer Brady Smith Troxell
  Barrett Rockett Hines & Mone LLP
551 Fifth Avenue
New York, NY 10176









AS898




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

PROSPECTUS

February 25, 1998

As Supplemented On May 18, 1998, August 5, 1998 and August 20, 1998






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission