T H E | ONE WORLD TRADE CENTER
A L G E R | SUITE 9333
F U N D | NEW YORK, NY 10048
(800) 368-3411
March 13, 2000
Dear Shareholder:
A Special Meeting of Shareholders of The Alger Fund (the "Fund") will
be held at 1:00 p.m., local time, on April 28, 2000 at the offices of the Fund.
Formal notice of the Meeting appears on the next page, followed by the proxy
statement. We hope that you can attend the Meeting in person; however, we urge
you in any event to vote your shares by completing and returning the enclosed
proxy in the envelope provided at your earliest convenience.
At the Meeting, you will be asked to consider approving certain
proposals. After carefully considering each proposal, the Fund's Board of
Trustees recommends that you vote "FOR" the proposal.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IN
ORDER TO AVOID THE ADDED COST OF FOLLOW-UP SOLICITATIONS AND POSSIBLE
ADJOURNMENTS, PLEASE TAKE A FEW MINUTES TO READ THE PROXY STATEMENT AND CAST
YOUR VOTE. IT IS IMPORTANT THAT YOUR VOTE BE RECEIVED NO LATER THAN APRIL 27,
2000.
The Fund is using Shareholder Communications Corporation ("SCC"), a
professional proxy solicitation firm, to assist shareholders in the voting
process. As the date of the Meeting approaches, if we have not already heard
from you, you may receive a telephone call from SCC reminding you to exercise
your right to vote.
We appreciate your participation and prompt response in this matter and
thank you for your continued support.
Sincerely,
/s/ DAVID D. ALGER
--------------------------------
David D. Alger
PRESIDENT AND TRUSTEE
<PAGE>
ALGER MONEY MARKET PORTFOLIO
ALGER SMALL CAPITALIZATION PORTFOLIO
ALGER MIDCAP GROWTH PORTFOLIO
ALGER GROWTH PORTFOLIO
ALGER BALANCED PORTFOLIO
ALGER CAPITAL APPRECIATION PORTFOLIO
PORTFOLIOS OF
THE ALGER FUND
ONE WORLD TRADE CENTER, SUITE 9333, NEW YORK, NY 10048
1-800-368-3411
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF THE ALGER FUND:
NOTICE IS HEREBY GIVEN that a Special Meeting of the Shareholders (the
"Meeting") of The Alger Fund (the "Fund") will be held at the offices of the
Fund, One World Trade Center, Suite 9333, New York, NY 10048, at 1:00 p.m. on
Friday, April 28, 2000. The purpose of the meeting is to consider and act upon
the following proposals, and to transact such other business as may properly
come before the Meeting or any adjournments thereof.
1. To elect a Board of Trustees.
2. To ratify or reject the selection of Arthur Andersen LLP as the
independent public accountants for the Fund for the fiscal year
ending October 31, 2000.
3. To amend the Declaration of Trust to provide dollar-based voting
rights for shareholders of the Fund.
4. To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.
Shareholders of record as of the close of business on March 6, 2000
will be entitled to vote at the Meeting. The enclosed proxy is being solicited
on behalf of Management of the Fund.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO THE ADDRESS NOTED ON THE
POSTPAID RETURN ENVELOPE ENCLOSED FOR YOUR USE.
By order of the Board of Trustees
DAVID D. ALGER
PRESIDENT
Dated: March 13, 2000
New York, New York
<PAGE>
PROXY STATEMENT
FOR
THE SPECIAL MEETING OF SHAREHOLDERS
OF
THE ALGER FUND
TO BE HELD ON APRIL 28, 2000
INTRODUCTION
The accompanying Proxy is being solicited by the Management of the Fund
for use at the Special Meeting of Shareholders to be held at 1:00 p.m. on April
28, 2000 and at any adjournments thereof. All costs of solicitation, including
printing and mailing of this Proxy Statement and the accompanying Notice of
Meeting and Proxy, the reimbursement of brokerage firms and others for their
expenses in forwarding solicitation material to the beneficial owners of shares
of the Fund, and supplementary solicitations to submit proxies, which may be
made by mail, telephone, telegraph, e-mail and personal interviews by officers
of the Fund, will be borne by the Fund. In order to obtain the necessary quorum
at the Meeting, such solicitation may be made by, among others, officers and
employees of the Fund, the Investment Adviser, the Distributor, and the Transfer
Agent of the Fund. It is anticipated that the cost of such supplementary
solicitation, if any, will be nominal. Shareholder Communications Corporation
("SCC") may be retained to assist in the solicitation of proxies. If retained,
SCC will be paid by the Fund and the Fund will reimburse SCC for its related
expenses; it is anticipated that this additional expense will be immaterial.
If the enclosed Proxy is properly executed and returned in time to be
voted at the meeting, the full and fractional shares represented thereby (each
full share is entitled to one vote and each fractional share is entitled to
proportionate voting rights) will be voted in accordance with the instructions
marked thereon. Except where instructions to the contrary are marked thereon
with respect to a Proposal, the Proxy will be voted FOR the proposals stated in
the accompanying Notice of Meeting. All Proxies not voted, including broker
non-votes, will not be counted toward establishing a quorum. Shareholders should
note that while votes to ABSTAIN will count toward establishing a quorum,
passage of any proposal being considered at the Meeting will occur only if a
sufficient number of votes are cast FOR the proposal. Accordingly, votes to
ABSTAIN and votes AGAINST will have the same effect in determining whether the
proposal is approved. On any motion for adjournment of the Meeting, even if a
quorum is present, Management will vote all Proxies in its discretion pursuant
to Item 4 thereof. Any shareholder giving a Proxy has the right to attend the
meeting to vote his shares in person (thereby revoking any prior Proxy) and also
the right to revoke the Proxy at any time by written notice received by the Fund
prior to its exercise.
This Proxy Statement and accompanying Proxy are being mailed to
shareholders on or about March 13, 2000. As mentioned above, SCC may be engaged
to assist in the solicitation of proxies. As the meeting date approaches,
certain shareholders of the Fund may receive a call from a representative of SCC
if the Fund has not yet received
<PAGE>
their votes. Authorization to permit SCC to execute proxies may be obtained by
telephonic or electronically transmitted instructions from shareholders of the
Fund. Proxies that are obtained telephonically will be recorded in accordance
with the procedures set forth below. Management of the Fund believes that these
procedures are reasonably designed to ensure that the identity of the
shareholder casting the vote is accurately determined.
In all cases where a telephonic proxy is solicited, the SCC
representative is required to ask the shareholder such shareholder's full name,
address, social security or employer identification number, title (if the person
giving the proxy is authorized to act on behalf of an entity, such as a
corporation), the number of shares owned and to confirm that the shareholder has
received the Proxy Statement in the mail. If the information solicited agrees
with the information provided to SCC by the Fund, then the SCC representative
has the responsibility to explain the process, read the proposals listed on the
proxy card, and ask for the shareholder's instructions on each proposal.
Although the SCC representative is permitted to answer questions about the
process, he or she is not permitted to recommend to the shareholder how to vote,
other than to read any recommendation set forth in the Proxy Statement. SCC will
record the shareholder's instructions on the card. Within 72 hours, SCC will
send the shareholder a letter or mailgram to confirm the shareholder's vote and
asking the shareholder to call SCC immediately if the shareholder's instructions
are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Meeting of Shareholders,
but does not wish to give a proxy by telephone, such shareholder may still
submit the proxy card originally sent with the Proxy Statement or attend in
person. Any proxy given by a shareholder, whether in writing or by telephone, is
revocable. A shareholder may revoke the accompanying proxy or proxy given
telephonically at any time prior to its use by filing with the Fund a written
revocation or duly executed proxy bearing a later date. In addition, any
shareholder who attends the Meeting in person may vote by ballot at the Meeting,
thereby canceling any proxy previously given.
The address of the principal executive office of the Fund is One World
Trade Center, Suite 9333, New York, NY 10048.
A COPY OF THE FUND'S MOST RECENT SEMI-ANNUAL AND ANNUAL REPORTS WILL BE
SENT TO YOU WITHOUT CHARGE UPON WRITTEN REQUEST TO THE FUND AT ONE WORLD TRADE
CENTER, SUITE 9333, NEW YORK, NY 10048 OR BY CALLING 800-368-3411.
INFORMATION REGARDING VOTING SECURITIES
The Fund is divided into six portfolios and, with the exception of
Alger Money Market Portfolio, each portfolio has three classes of shares. The
chart below indicates the number of shares outstanding for each portfolio and
class as of the close of business on March 6, 2000, the record date for
determining shareholders entitled to receive notice of, and to vote at the
Meeting and all adjournments thereof. Each share is entitled to one vote at the
Meeting.
2
<PAGE>
NO. OF SHARES TOTAL SHARES FOR
NAME PER CLASS THE PORTFOLIO
- --------------------------------------------------------------------------------
ALGER MONEY MARKET
PORTFOLIO 306,131,386.940 306,131,386.940
- --------------------------------------------------------------------------------
ALGER SMALL CAPITALIZATION
PORTFOLIO: 55,518,315.398
Class A Shares 8,278,242.268
Class B Shares 46,010,241.115
Class C Shares 1,229,832.015
- --------------------------------------------------------------------------------
ALGER MIDCAP GROWTH
PORTFOLIO: 17,155,612.961
Class A Shares 2,796,513.369
Class B Shares 13,537,538.888
Class C Shares 821,560.704
- --------------------------------------------------------------------------------
ALGER GROWTH PORTFOLIO: 83,883,963.098
Class A Shares 19,608,531.721
Class B Shares 60,874,827.569
Class C Shares 3,400,603.808
- --------------------------------------------------------------------------------
ALGER CAPITAL APPRECIATION
PORTFOLIO: 92,074,800.208
Class A Shares 18,590,415.536
Class B Shares 65,113,040.917
Class C Shares 8,371,343.755
- --------------------------------------------------------------------------------
ALGER BALANCED PORTFOLIO: 5,956,973.451
Class A Shares 958,022.315
Class B Shares 3,804,906.272
Class C Shares 1,194,044.864
- --------------------------------------------------------------------------------
TOTAL FUND SHARES OUTSTANDING AT RECORD DATE: 560,721,052.056
- --------------------------------------------------------------------------------
The following table sets forth those persons other than Fred M. Alger
III (see table of nominees below), known to the Fund to be beneficial owners of
more than 5% of the outstanding voting shares of the Fund, or of any class of
shares, as of March 6, 2000.
<TABLE>
<CAPTION>
TITLE OF NAMES & ADDRESSES OF AMOUNT OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNERS OWNERSHIP OF CLASS
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Small Capitalization- Merrill Lynch FBO 433,792.11+ 5.24%
Class A its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
TITLE OF NAMES & ADDRESSES OF AMOUNT OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNERS OWNERSHIP OF CLASS
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Small Capitalization- Charles & Schwab & Co., Inc. 591,348.64+ 7.14%
Class A Special Custody Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
Small Capitalization- Merrill Lynch FBO 392,991.32+ 31.95%
Class C its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
MidCap Growth- Charles Schwab 266,072.58+ 9.51%
Class A Special Custody Acct.
101 Montgomery Street
San Francisco, CA 94104
Agawam Fund Corp. 282,059.97+ 10.08%
P.O. Box 356638
Nassau, Bahamas
Merrill Lynch FBO 465,725.14+ 16.65%
its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
Trust Company of America 148,661.85+ 5.32%
FBO NTF
P.O. Box 6503
Englewood, CO 80155
MidCap Growth- Merrill Lynch FBO 933,067.60+ 6.89%
Class B its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
Reliastar Life Insurance Co. 1,334,435.67+ 9.86%
Route 3145
20 Washington Ave. South
Minneapolis, MN 55440
MidCap Growth- Merrill Lynch FBO 295,939.10+ 36.02%
Class C its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
TITLE OF NAMES & ADDRESSES OF AMOUNT OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNERS OWNERSHIP OF CLASS
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Growth- Charles Schwab 1,879,628.43+ 9.59%
Class A Special Custody Acct.
101 Montgomery Street
San Francisco, CA 94104
Mellon Bank as Agent 3,854,209.17+ 19.66%
Dreyfus Retirement
135 Santilli Highway
Everett, MA 02149
Merrill Lynch FBO 4,508,260.24+ 22.99%
its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
Growth- Merrill Lynch FBO 3,054,444.43+ 5.02%
Class B its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
Growth- Merrill Lynch FBO 807,067.24+ 23.73%
Class C its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
Capital Appreciation- Charles Schwab 1,754,900.73+ 9.44%
Class A Special Custody Acct.
101 Montgomery Street
San Francisco, CA 94104
FTC & Co. 943,628.79+ 5.08%
Datalynx House Account
P.O. Box 173736
Denver, CO 80217
Merrill Lynch FBO 2,826,476.10+ 15.20%
its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
Capital Appreciation- Merrill Lynch FBO 5,509,172.59+ 8.46%
Class B its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
TITLE OF NAMES & ADDRESSES OF AMOUNT OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNERS OWNERSHIP OF CLASS
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Capital Appreciation- Merrill Lynch FBO 2,903,943.75+ 34.69%
Class C its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
Balanced- Merrill Lynch FBO 175,993.92+ 18.37%
Class A its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
Balanced- Charles Schwab 222,446.36+ 5.85%
Class B Special Custody Acct.
101 Montgomery Street
San Francisco, CA 94104
Merrill Lynch FBO 1,150,830.74+ 30.25%
its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
Balanced- Merrill Lynch FBO 571,678.19+ 47.88%
Class C its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
</TABLE>
+ The Fund regards the underlying customers as beneficial owners.
Merrill Lynch FBO its Customers, 4800 Deer Lake Drive East, Jacksonville,
FL32246, held 35,813,307 shares of the Fund at March 6, 2000, and thus held more
than 5% of the Fund's outstanding shares.
PROPOSAL NO. 1: ELECTION OF TRUSTEES
Eight Trustees are to be elected at the Meeting, to serve until the
next shareholder meeting at which Trustees are elected, and until their
successors are elected and qualified. Each of the nominees has indicated an
intention to serve if elected and has consented to be named in this Proxy
Statement; certain of the nominees are currently Trustees of the Fund.
Three of the nominees, Charles F. Baird, Jr., Roger P. Cheever and
Lester L. Colbert, Jr., are new nominees recommended by the current Board. Mr.
Colbert has been a member of the Board of Directors of another fund managed by
Fred Alger Management, Inc., Castle Convertible Fund, Inc., since 1974.
6
<PAGE>
Fred Alger Management, Inc. (the "Adviser") has served as the
investment adviser to the Fund since November 1986. The Adviser is a
wholly-owned subsidiary of Fred Alger & Company, Incorporated ("Alger"). Alger,
which is a wholly-owned subsidiary of Alger Associates, Inc. ("Alger
Associates"), is a securities broker-dealer and member firm of the New York
Stock Exchange, Inc. The principal place of business of the Adviser and Alger
Associates is One World Trade Center, Suite 9333, New York, NY 10048. The
principal place of business of Alger is 30 Montgomery Street, Jersey City, NJ
07302. Alger Associates and the Adviser are New York corporations and Alger is a
Delaware corporation.
The following table provides certain information about the nominees,
including age, position, if any, with the Fund, business experience and
ownership, if any, of shares of the Fund.
<TABLE>
<CAPTION>
SHARES OF THE
FUND BENEFICIALLY
POSITION WITH OWNED DIRECTLY
NAME, AGE AND BUSINESS THE FUND AND OR INDIRECTLY, PERCENT
EXPERIENCE FOR THE PERIOD OF AS OF OF SHARES
LAST FIVE YEARS SERVICE MARCH 6, 2000 OUTSTANDING
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*Fred M. Alger III, 65 Trustee and Small Capitalization-Class A
Chairman of the Boards of Chairman of 569,780.58 Shs.** 6.88%
Alger Associates, the Adviser, the Board
Alger, Alger Properties, Inc. since 1986 Small Capitalization-Class B
("Properties"), Alger 14,681.12 Shs.** 0.03%
Shareholder Services, Inc.
("Services"), Alger Life MidCap Growth-Class B
Insurance Agency, Inc. 229,112.93 Shs.** 1.69%
("Agency"), the Fund,
The Alger American Fund, Growth-Class A
The Alger Retirement Fund, 590,174.42 Shs.** 3.00%
Castle Convertible Fund, Inc.,
Spectra Fund, Fred Alger Growth-Class B
International Advisory S.A. 34,504.76 Shs.** 0.06%
("International"), The Alger
American Asset Growth Fund Capital Appreciation-Class B
("Asset Growth") and Analysts 308,693.09 Shs.** 0.47%
Resources, Inc. ("ARI").
Formerly President of Alger Balanced-Class B
Associates, the Adviser, 105.34 Shs.** 0%
Alger, Properties, Services,
Agency, the Fund, Castle Money Market
Convertible Fund, Inc., 65,133.36 Shs.** 0.02%
Spectra Fund, The Alger
American Fund and The Alger
Retirement Fund.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
SHARES OF THE
FUND BENEFICIALLY
POSITION WITH OWNED DIRECTLY
NAME, AGE AND BUSINESS THE FUND AND OR INDIRECTLY, PERCENT
EXPERIENCE FOR THE PERIOD OF AS OF OF SHARES
LAST FIVE YEARS SERVICE MARCH 6, 2000 OUTSTANDING
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
* David D. Alger, 56 Trustee Small Capitalization-Class A
President and Director of Alger since 1993 391,107.61 Shs.** 4.72%
Associates, the Adviser, Alger, and President
Properties, Services, Agency, since 1995 Small Capitalization-Class B
International and the Castle 14,681.12 Shs.** 0.03%
Convertible Fund, Inc.;
President and Trustee of the MidCap Growth-Class B
Fund, The Alger American Fund, 229,112.93 Shs.** 1.69%
The Alger Retirement Fund
and Spectra Fund, Inc.; Growth-Class A
Executive Vice President and 395,897.45 Shs.** 2.01%
Director of ARI; Director of
Asset Growth. Formerly Growth-Class B
Executive Vice President of 34,504.76 Shs.** 0.06%
Alger Associates, the Adviser,
Alger, Properties, Services and Capital Appreciation-Class B
Agency; and Vice President of 308,693.09 Shs.** 0.48%
Spectra Fund, Castle Convertible
Fund, Inc., the Fund, The Alger Balanced-Class B
American Fund and The Alger 105.34 Shs.** 0%
Retirement Fund.
Money Market
65,579.07 Shs.** 0.02%
Charles F. Baird, Jr., 46 N/A 0 Shs. 0%
Managing Partner of North
Castle Partners, a private
equity securities group,
since 1997. Formerly Managing
Director of AEA Investors Inc.
Roger P. Cheever, 54 N/A 0 Shs. 0%
Associate Dean for Development,
Harvard University since
1997. Formerly Deputy Director
of the Harvard College Fund.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
SHARES OF THE
FUND BENEFICIALLY
POSITION WITH OWNED DIRECTLY
NAME, AGE AND BUSINESS THE FUND AND OR INDIRECTLY, PERCENT
EXPERIENCE FOR THE PERIOD OF AS OF OF SHARES
LAST FIVE YEARS SERVICE MARCH 6, 2000 OUTSTANDING
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lester L. Colbert, Jr., 65 N/A 0 Shs. 0%
Private investor since 1988;
Director of Castle Convertible
Fund, Inc. Formerly Chairman
of the Board, President and
Chief Executive Officer of
Xidex Corporation.
Stephen E. O'Neil, 67 Trustee 0 Shs. 0%
Attorney; private investor since since 1986
1981; Director of Nova Care,
Inc., Brown-Forman Corporation
and Castle Convertible Fund,
Inc.; Trustee of the Fund, The
Alger American Fund, The Alger
Retirement Fund and Spectra
Fund. Formerly of Counsel to
the law firm of Kohler & Barnes;
formerly President and Vice
Chairman of City Investing
Company; formerly Director
of Centerre Bancorporation
and Syntro Corporation.
Nathan E. Saint-Amand, MD, 61 Trustee 0 Shs. 0%
Medical doctor in private prac- since 1986
tice; Trustee of the Fund, The
Alger American Fund, The Alger
Retirement Fund and Spectra
Fund. Director of Castle
Convertible Fund, Inc.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
SHARES OF THE
FUND BENEFICIALLY
POSITION WITH OWNED DIRECTLY
NAME, AGE AND BUSINESS THE FUND AND OR INDIRECTLY, PERCENT
EXPERIENCE FOR THE PERIOD OF AS OF OF SHARES
LAST FIVE YEARS SERVICE MARCH 6, 2000 OUTSTANDING
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
B. Joseph White, 52 Trustee 0 Shs. 0%
Dean, University of Michigan since 1999
Business School; President,
William Davidson Institute at
the University of Michigan
Business School; Professor of
Business Administration,
University of Michigan Business
School; Director, Gordon Food
Service and Castle Convertible
Fund, Inc.; Trustee and Chair,
Audit Committee, Equity
Residential Properties Trust;
Director and Chair, Compensation
Committee, Kelly Services, Inc.
Trustee of the Fund, Spectra
Fund, The Alger Retirement
Fund and The Alger
American Fund.
</TABLE>
- --------------------------------------------------------------------------------
* Fred M. Alger III and David D. Alger may be considered "interested persons"
of the Fund as such term is defined in the Investment Company Act of 1940
because they are "interested persons" of the Adviser and officers of the
Fund. Fred M. Alger III and David D. Alger are brothers.
** Includes the following class shares: Small Capitalization (Class A) -
391,107.61, Small Capitalization (Class B) - 14,681.12, MidCap Growth (Class
B) - 229,112.93, Growth (Class A) - 395,897.45, Growth (Class B) -
34,504.76, Capital Appreciation (Class B) - 308,693.09, Balanced (Class B) -
105.34, and Money Market - 65,133.36 beneficially owned by Alger Associates,
Inc. directly or through wholly-owned subsidiaries. Fred M. Alger III and
David D. Alger may be deemed beneficially to own such shares by virtue of
their control of Alger Associates, Inc.
OFFICERS, TRUSTEES AND RELATED MATTERS
No Trustee, officer or employee of the Adviser or its affiliates will
receive any compensation from the Fund for serving as an officer or Trustee of
the Fund. Each Trustee of the Fund who is not an "interested person" of the
Fund, as defined in the Investment Company Act of 1940, receives from the Fund a
fee of $2,000 for each meeting he attends, to a maximum of $8,000 annually, plus
travel expenses he incurred for attending
10
<PAGE>
meetings. During the fiscal year ended October 31, 1999, such Trustees who are
nominees received an aggregate of $22,000 of such fees. The Fund has no bonus,
profit sharing, pension or retirement plans. The following table provides
compensation amounts paid to nominees who are not interested persons of the Fund
and who were Trustees during the fiscal year ended October 31, 1999.
COMPENSATION TABLE
TOTAL COMPENSATION PAID TO
TRUSTEES FROM THE FUND,
AGGREGATE THE ALGER RETIREMENT FUND,
COMPENSATION THE ALGER AMERICAN FUND,
FROM CASTLE CONVERTIBLE FUND, INC.,
TRUSTEE THE FUND AND SPECTRA FUND
- --------------------------------------------------------------------------------
Stephen E. O'Neil $8,000 $34,250
Nathan E. Saint-Amand 8,000 34,250
B. Joseph White 6,000 27,000
Four regular meetings of the Board of Trustees were held during the
fiscal year ended October 31, 1999. During that period, with the exception of
Fred M. Alger III, each of the Trustees attended at least 75% of the meetings of
the Board and, if he was a member, the Audit Committee.
The Fund's Audit Committee, which oversees the Fund's accounting and
financial reporting policies and the independent audit of its financial
statements, consists of the following independent Trustees: Mr. O'Neil and Mr.
White. It is anticipated that Mr. Colbert will join the Audit Committee at the
time he becomes a Trustee of the Fund. The Committee met once during the fiscal
year ended October 31, 1999. The Fund's Board of Trustees has no nominating or
compensation committee or any committee performing similar functions.
The following table provides certain information about the officers of
the Fund other than Fred M. Alger III and David D. Alger, both of whom are
listed above in the table of Trustee nominees. Officers are elected annually.
NAME, AGE & BUSINESS POSITION WITH THE FUND
EXPERIENCE FOR THE LAST 5 YEARS & PERIOD OF SERVICE
- --------------------------------------------------------------------------------
Gregory S. Duch, 48 Treasurer since 1989
Executive Vice President, Treasurer and
Director of Alger Associates, the Adviser and
Properties; Executive Vice President and
Treasurer of Alger, Services, Agency and ARI;
Treasurer of the Fund, Spectra Fund,
The Alger American Fund, The Alger Retirement
Fund and Castle Convertible Fund, Inc.;
Treasurer and Director of International.
11
<PAGE>
NAME, AGE & BUSINESS POSITION WITH THE FUND
EXPERIENCE FOR THE LAST 5 YEARS & PERIOD OF SERVICE
- --------------------------------------------------------------------------------
Mary Marsden-Cochran, 47 Secretary since 1996
Since 1996, Vice President,
General Counsel and Secretary of Alger
Associates, the Adviser, Properties, Alger,
Services, Agency and ARI; Secretary of the Fund,
Spectra Fund, The Alger American Fund,
The Alger Retirement Fund, Castle Convertible
Fund, Inc. and International.
Frederick A. Blum, 46 Assistant Secretary and
Senior Vice President of Alger; since 1997, Assistant Treasurer
Assistant Secretary and Assistant Treasurer since 1997
of the Fund, Spectra Fund, The Alger
American Fund, The Alger Retirement Fund
and Castle Convertible Fund, Inc.
Management recommends that shareholders vote FOR all of the listed
nominees.
PROPOSAL NO. 2: RATIFICATIONOF THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Trustees, including a majority of the Trustees who are not
"interested persons" of the Fund or the Adviser, have selected and approved
Arthur Andersen LLP as the independent public accountants to examine the
financial statements of the Fund for the fiscal year ending October 31, 2000.
The Fund has been advised that no member of such firm has a material direct or
indirect interest in the Fund. Pursuant to Section 32(a) of the Investment
Company Act of 1940, such selection is subject to ratification or rejection by
shareholders of the Fund. A representative of Arthur Andersen LLP is expected to
be present at the meeting to answer any questions which the Fund's shareholders
may have. The representative will have an opportunity to make a statement if he
or she so desires.
Management recommends that shareholders vote FOR Proposal No. 2.
PROPOSAL NO. 3: AMENDMENT OF THE DECLARATION OF TRUST TO PROVIDE DOLLAR-BASED
VOTING RIGHTS FOR SHAREHOLDERS OF THE FUND
Shares are currently voted on a "per share" basis, pursuant to the
Fund's Agreement and Declaration of Trust (the "Declaration"). The Board of
Trustees recommends that shareholders of the Fund approve an amendment to the
Declaration to provide for "dollar-based" voting rights for fund shareholders.
Under this arrangement, each share would be entitled to one vote for each dollar
of net asset value represented by that share (with fractional votes
proportionate to each fraction of a dollar), thus allocating voting power based
upon how many dollars the shareholder has invested in the Fund, rather than how
many shares those dollars have purchased.
12
<PAGE>
The Fund's current voting arrangement, one vote for each share,
reflects the traditional interpretation of a provision of the Investment Company
Act of 1940 intended to ensure equitable voting rights for investment company
shareholders. However, where a single fund has several portfolios whose net
asset values per share (NAVs) diverge significantly, as with the Fund, the
voting rights of shareholders of different portfolios may be disproportionate to
their relative investments in the fund. In light of such cases, the Securities
and Exchange Commission has recognized that dollar-based voting is also
consistent with the letter and intent of the Investment Company Act.
The Board of Trustees believes that a dollar-based voting system, under
which a shareholder's voting power would be commensurate with the shareholder's
investment, would provide a more equitable distribution of voting power for the
Fund than the current system, under which an investment in a Portfolio with a
comparatively low NAV has greater voting power than an equal investment in a
Portfolio with a high NAV. Thus, for example, a $1000 investment in Class B
Shares of the Small Capitalization Portfolio on February 18, 2000, whose NAV was
then $11.31, would be entitled to 88.417 votes on that record date under the
current system while the same investment in Class B Shares of the Alger Capital
Appreciation Portfolio, whose February 18, 2000 NAV was $16.39, would be
entitled to only 61.013 votes; under dollar-based voting, both investors would
be entitled to 1000 votes.
A change to dollar-based voting would not affect the allocation of
voting power in cases where shareholders of a given class of shares of a
Portfolio vote on matters affecting only that class (such as a change in the
Rule 12b-1 Plan for that class) and, because the NAVs of classes of shares
within a Portfolio normally differ only slightly, the effect of the change on
shareholder votes restricted to that Portfolio (such as the approval of a new
investment management contract for the Portfolio) would normally be slight.
However, in a Fund-wide vote (such as the election of Trustees), shares with low
NAVs would have less voting power than under the current system.
If Proposal No. 3 is approved, the Declaration will be amended as
follows:
The sentence:
On each matter submitted to a vote of the Shareholders, each holder
of Shares of any Series shall be entitled to a number of votes equal
to the number of Shares of such Series standing in his name on the
books of the Trust.
will be replaced by:
On each matter submitted to a vote of the Shareholders, each holder
of Shares of any Series shall be entitled to one vote for each
dollar of net asset value represented by the Shares of such Series
owned by that holder, and shall be entitled to a fractional vote
proportionate to each fractional dollar amount.
13
<PAGE>
VOTE REQUIRED. A majority of the outstanding shares of each class of
each Portfolio, and of the shares of the Alger Money Market Portfolio, must vote
FOR Proposal No. 3 in order for it to be approved. If it is not approved, the
current voting arrangement will remain in place.
Management recommends that shareholders vote FOR Proposal No. 3.
OTHER MATTERS
Management knows of no other matters to be brought before the meeting;
however, if any other matters come before the meeting, the persons named in the
enclosed Proxy will vote proxies that do not contain specific restrictions in
accordance with their best judgment on such matters.
One World Trade Center, Suite 9333
New York, NY 10048
Dated: March 13, 2000
IF YOU CANNOT ATTEND THE MEETING, YOU ARE URGED TO FILL IN, SIGN AND
DATE THE ENCLOSED PROXY BALLOTS AND RETURN THEM ALL AS PROMPTLY AS POSSIBLE. AN
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
14
<PAGE>
THE ALGER FUND
PROXY
SPECIAL MEETING OF SHAREHOLDERS APRIL 28, 2000
The undersigned shareholder of The Alger Fund hereby appoints David D. Alger,
Gregory S. Duch and Stephen E. O'Neil, and each of them, the attorneys and
proxies of the undersigned, with power of substitution, to vote, as indicated
herein, all of the shares of The Alger Fund standing in the name of the
undersigned at the close of business on March 6, 2000, at the Special Meeting of
Shareholders of the Fund to be held at the offices of the Fund, 1 World Trade
Center, Suite 9333, New York, New York 10048 at 1:00 P.M. on April 28, 2000, and
at all adjournments thereof, with all of the powers the undersigned would
possess if then and there personally present and especially (but without
limiting the general authorization and power hereby given) to vote as indicated
on the proposals, as more fully described in the Proxy Statement of the meeting,
and to vote and act on any other matter which may properly come before the
meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED IN ACCORDANCE
WITH INSTRUCTIONS GIVEN BY THE SHAREHOLDERS, BUT IF NO INSTRUCTIONS ARE GIVEN IT
WILL BE VOTED FOR PROPOSALS 1, 2 AND 3, AND AS TO ANY OTHER MATTERS, IN
ACCORDANCE WITH THE ATTORNEYS' BEST JUDGMENT.
(Continued and to be signed on the reverse side.)
<PAGE>
PLEASE MARK BOXES [-] OR (X) IN BLUE OR BLACK INK.
1. ELECTION OF TRUSTEES [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to
below (except as marked vote for all nominees
to the contrary below) listed below
INSTRUCTIONS: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below.
Fred M. Alger III, David D. Alger, Charles F. Baird, Jr., Roger P. Cheever,
Lester L. Colbert, Jr., Stephen E. O'Neil, Nathan E. Saint-Amand,
B. Joseph White
2. PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as independent
accountants of the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO AMEND THE DECLARATION OF TRUST TO PROVIDE DOLLAR-BASED VOTING
RIGHTS FOR SHAREHOLDERS OF THE FUND.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL TO CONSIDER AND ACT UPON such other matters as may properly come
before the meeting or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY. Signature(s) should be
exactly as name or names appear on this
proxy. If stock is held jointly, each holder
should sign. If signing is by attorney,
executor, administrator, trustee or
guardian, please give full title.
--------------------------------------------
Signature(s) Signature(s)
--------------------------------------------
Dated Social Security or Tax
Identification Number
THIS PROXY, WHEN DATED AND SIGNED, SHOULD BE
MAILED PROMPTLY TO THE ADDRESS ON THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES IN THE ENCLOSED
ENVELOPE.
