ALGER AMERICAN FUND
485BPOS, 1995-07-31
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              As filed with the Securities and Exchange Commission
                                 on July 31 1995


                        Securities Act File No. 33-21722
                    Investment Company Act File No. 811-5550



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549


                                                                          _____
        Registration Statement Under The Securities Act of 1933           _____
                                                                          _____
                    Pre-Effective Amendment No.                           _____

                    Post-Effective Amendment No. l1                       __X__

                                     and/or
                                                                          _____
Registration Statement Under The Investment Company Act of 1940           _____
                                                                          _____
                            Amendment No. 13                              __X__

                        (Check appropriate box or boxes)



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

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

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



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



                              Page 1 of _____ Pages
                           Exhibit Index at Page _____



<PAGE>


It is proposed that this filing will become effective (check appropriate box):


_____
__X__     immediately upon filing pursuant to paragraph (b), or


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


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


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


                                   ----------


                        DECLARATION PURSUANT TO RULE 24f-2



     Registrant  has  registered  an  indefinite  number or amount of securities
under the Securities Act of 1933, as amended,  pursuant to Securities  (a)(l) of
Rule 24f-2 under the Investment Company Act of 1940, as amended.  The Rule 24f-2
Notice  for  Registrant's  fiscal  year  ended  December  31,  1994 was filed on
February 27, 1995.


<PAGE>


                             THE ALGER AMERICA FUND

                                    FORM N-1A

                              CROSS REFERENCE SHEET


<TABLE>
<CAPTION>

Part A
Item No.                                               Prospectus Heading
- --------                                               ------------------

<S>                                                    <C>
1.  Cover Page ...................................     Front Cover Page
                                                               
2.  Synopsis .....................................     Portfolio Expenses
                                                                         
3.  Condensed Financial Information ..............     Financial Highlights  
                                                                           
4.  General Description of Registrant ............     Front Cover Page; The Alger  
                                                       American Fund; Investment      
                                                       Objectives and Policies; Investment
                                                       Practices; Management of the Fund
                                          
5.  Management of the Fund .......................     Management of the Fund           
                                        
6.  Capital Stock and Other Securities ...........     Front Cover Page; Management of the
                                                       Fund; Dividends and Distributions; 
                                                       Taxes; Investor and Shareholder    
                                                       Information                        
                                                                                
7.  Purchase of Securities Being Offered .........     Management of the Fund; Net Asset  
                                                       Value; Purchases and Redemptions
                                                                                
8.  Redemption or Repurchase .....................     Purchases and Redemptions  
                                                                        
9.  Pending Legal Proceedings ....................     Not Applicable              
</TABLE>
                                                 


<PAGE>


<TABLE>
<CAPTION>

Part B                                                 Heading in Statement of
Item No.                                               Additional Information
- --------                                               ----------------------

<S>                                                    <C>
l0. Cover Page ...................................     Front Cover Page         
                                                                                
11. Table of Contents ............................     Contents                 
                                                                                
12. General Information and History ..............     Not Applicable           
                                                                                
13. Investment Objectives and Policies ...........     Investment Objectives and
                                                       Policies; Appendix       

14. Management of the Fund .......................     Management

15. Control Persons and Principal Holders of
      Securities .................................     Certain Shareholders

l6. Investment Advisory and Other Services .......     Management; Custodian and Transfer 
                                                       Agent; Purchases; See in the       
                                                       Prospectus "Management of the Fund"

17. Brokerage Allocation and Other Practices .....     Investment Objectives and Policies
                                                                                         
18. Capital Stock and Other Securities ...........     Organization; See in the          
                                                       Prospectus "Dividends and         
                                                       Distributions" and "Management of  
                                                       the Fund"                         

l9. Purchase, Redemption and Pricing of
    Securities Being Offered .....................     Net Asset Value; Purchases;
                                                       Redemptions                
                                                       
20. Tax Status ...................................     Taxes; See in the Prospectus "Taxes"
                                                                                           
21. Underwriters .................................     Purchases                           
                                                                                           
22. Calculation of Performance Data ..............     Determination of Performance; See   
                                                       in the Prospectus "Performance"     

23. Financial Statements. ........................     Financial Statements
</TABLE>


<PAGE>


Part C

     Information  required  to be  included  in Part C is set  forth  under  the
appropriate item, so numbered, in Part C to this Registration Statement.


<PAGE>

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


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

   
   The Alger American Fund is a registered  investment  company -- a mutual fund
- -- that  presently  offers  interests  in six  Portfolios.  Each  Portfolio  has
distinct  investment  objectives  and policies and a  shareholder's  interest is
limited to the Portfolio in which he or she owns shares. The six Portfolios are:
    

               o Alger American Balanced Portfolio
               o Alger American Income and Growth Portfolio
               o Alger American Small Capitalization Portfolio
               o Alger American Growth Portfolio
               o Alger American MidCap Growth Portfolio
               o Alger American Leveraged AllCap Portfolio

   
   Shares  of the  Portfolios  are  offered  as a  pooled  funding  vehicle  for
insurance  companies  writing  all  types of  variable  annuity  contracts  ("VA
contracts") and variable life insurance  policies ("VLI  policies") and may also
be offered directly to qualified pension and retirement plans (the "Plans"). See
"The Alger American Fund."
    

   Shares of the Fund are not  deposits  or  obligations  of, or  guaranteed  or
endorsed by any bank,  and the shares are not  federally  insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.

   
   This  Prospectus,  which  should be retained for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts  and VLI policies or with the Plan  documents.  A "Statement of
Additional Information" dated July 31, 1995 containing further information about
The  Alger  American  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  American Fund at the address or
phone number above.
    


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


- --------------------------------------------------------------------------------
          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 REPRE-
                SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

   
                                  July 31, 1995
    


<PAGE>


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

                                    CONTENTS

                                                                            Page
                                                                            ----

   
Portfolio Expenses ........................................................  iii
Financial Highlights ......................................................   iv
The Portfolios ............................................................    1
Participating Insurance Companies and Plans ...............................    1
Investment Objectives and Policies ........................................    1
  Alger American Balanced Portfolio .......................................    1
  Alger American Income and Growth
    Portfolio .............................................................    1
  Alger American Small Capitalization
    Portfolio .............................................................    2
  Alger American Growth Portfolio .........................................    2
  Alger American MidCap Growth
    Portfolio .............................................................    2
  Alger American Leveraged AllCap
    Portfolio .............................................................    2
Investment Practices ......................................................    3
Management of the Fund ....................................................    4
Net Asset Value ...........................................................    6
Purchases and Redemptions .................................................    6
Dividends and Distributions ...............................................    7
Taxes .....................................................................    7
Performance ...............................................................    7
Investor and Shareholder Information ......................................    8
    


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


                                       ii


<PAGE>

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

                               PORTFOLIO EXPENSES

   
   The Table below is designed to assist you in understanding  the various costs
and  expenses  that you will bear as a  shareholder.  The amounts  listed  under
"Other  Expenses"  and  "Interest  Expense" in the Table for the Alger  American
Leveraged AllCap Portfolio are based on estimated  amounts for the Fund's fiscal
year ending December 31, 1995. The Table does not reflect charges and deductions
which are, or may be,  imposed  under the VA  contracts,  VLI policies or Plans;
such charges and  deductions are described in the prospectus for the VA contract
or VLI policy accompanying this Prospectus or in the Plan documents.
    

   The  Example  below  shows the amount of  expenses  you would pay on a $1,000
investment in the  Portfolios.  These  amounts  assume the  reinvestment  of all
dividends and distributions 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          Alger
                                                  Alger         American       American       Alger      American       American
                                                American       Income and       Small       American      MidCap       Leveraged
                                                Balanced         Growth     Capitalization   Growth       Growth        AllCap
                                                Portfolio       Portfolio      Portfolio    Portfolio    Portfolio     Portfolio
                                                ---------       ---------      ---------    ---------    ---------     ---------
<S>                                                <C>            <C>            <C>          <C>          <C>           <C>
Shareholder Transaction Expenses

Maximum Sales Load Imposed on
   Purchases..................................     None           None           None         None         None          None
Maximum Sales Load Imposed
  on Reinvested Dividends.....................     None           None           None         None         None          None
Deferred Sales Load...........................     None           None           None         None         None          None
Redemption Fees...............................     None           None           None         None         None          None

Annual Fund Operating Expenses
  (as a percentage of average net assets)

Management Fees...............................      .75%          .625%           .85%         .75%         .80%          .85%
12b-1 Fees....................................       --             --             --           --           --            --
Other Expenses (excluding interest)...........      .33%          .125%           .11%         .11%         .17%          .19%
                                                   ----           ----            ---          ---          ---          ---- 
Total Fund Operating Expenses
   (before interest)..........................     1.08%          .750%           .96%         .86%         .97%         1.04%
Interest Expense..............................       --             --             --           --           --           .75%
                                                   ----           ----            ---          ---          ---          ---- 
Total Fund Expenses...........................     1.08%          .750%           .96%         .86%         .97%         1.79%
                                                   ====           ====            ===          ===          ===          ==== 


Example

You would pay the  following  expenses  on a
   $1,000 investment,  assuming (1) 5% annual
   return  and (2)  redemption  at the end of
   each time period:

<S>                                                <C>            <C>            <C>          <C>          <C>           <C>
One Year......................................     $ 11           $  8           $ 10        $   9         $ 10          $ 18
Three Years...................................       34             24             31           27           31            56
Five Years....................................       60             42             53           48           54            97
Ten Years.....................................      132             93            118          106          119           211

</TABLE>

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

                                      iii


<PAGE>


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

                              FINANCIAL HIGHLIGHTS

   The Financial  Highlights  for the years ended December 31, 1990 through 1994
have  been  audited  by Arthur  Andersen  LLP,  the  Fund's  independent  public
accountants,  as indicated in their report dated  February 2, 1995 on the Fund's
financial  statements  as of December  31, 1994 which are included in the Fund's
Statement of Additional Information.  The Financial Highlights should be read in
conjunction  with  the  Fund's  financial  statements  and  notes  thereto.  The
Financial  Highlights,  with the exception of the total return information,  for
the  periods  ended  December  31,  1989 and 1988  have  been  audited  by other
independent accountants,  who have expressed an unqualified opinion thereon. The
Statement  of  Additional  Information  may be  obtained  from the Fund  without
charge.

THE ALGER AMERICAN FUND
GROWTH PORTFOLIO
Financial Highlights
For a share outstanding throughout the period

<TABLE>
<CAPTION>

                                                                          Year Ended December 31,
                                              -----------------------------------------------------------------------------
                                                 1994         1993           1992         1991          1990       1989(ii)
                                              --------      -------        -------      -------        ------     ------
<S>                                           <C>           <C>            <C>          <C>            <C>        <C>   
Net asset value, beginning of year...         $  24.67      $ 20.17        $ 18.00      $ 12.86        $12.41     $10.00
                                              --------      -------        -------      -------        ------     ------
Net investment income................             0.07         0.03           0.03         0.08(i)       0.07       0.09
Net realized and unrealized gain
  on investments.....................             0.15         4.50           2.19         5.11          0.44       2.32
                                              --------      -------        -------      -------        ------     ------
  Total from investment
     operations......................             0.22         4.53           2.22         5.19          0.51       2.41
                                              --------      -------        -------      -------        ------     ------
Dividends from net investment
  income.............................            (0.03)       (0.03)         (0.03)       (0.05)        (0.06)        --
Distributions from net realized
  gains..............................            (1.73)          --          (0.02)          --            --         --
                                              --------      -------        -------      -------        ------     ------
  Total Distributions................            (1.76)       (0.03)         (0.05)       (0.05)        (0.06)        --
                                              --------      -------        -------      -------        ------     ------
Net asset value, end of year.........         $  23.13      $ 24.67        $ 20.17      $ 18.00        $12.86     $12.41
                                              ========      =======        =======      =======        ======     ======
Total Return.........................             1.45%       22.47%         12.38%       40.39%         4.14%     24.10%(iii)
                                              ========      =======        =======      =======        ======     ======
Ratios and Supplemental Data:
  Net assets, end of year
    (000's omitted)..................         $150,390      $74,878        $30,316      $10,094        $1,228     $  171
                                              ========      =======        =======      =======        ======     ======
  Ratio of expenses to average
    net assets.......................            0.86%        0.97%          0.99%        1.29%         1.50%      1.50%
                                              ========      =======        =======      =======        ======     ======
  Decrease reflected in above
    expense ratios due to
    expense reimbursements...........               --           --             --           --          2.31%      7.32%
                                              ========      =======        =======      =======        ======     ======
  Ratio of net investment income
    to average net assets............             0.48%        0.25%          0.33%        0.52%         1.69%      1.30%
                                              ========      =======        =======      =======        ======     ======
  Portfolio Turnover Rate............           111.76%      112.64%         63.91%       58.95%        86.77%     79.59%
                                              ========      =======        =======      =======        ======     ======
</TABLE>

  (i) Amount was computed based on average shares outstanding during the period.
 (ii) For the period  January 9, 1989  (commencement  of operations) to December
      31,  1989.  Ratios  have  been  annualized;  total  return  has  not  been
      annualized.
(iii) Unaudited.


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

                                       iv


<PAGE>


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

THE ALGER AMERICAN FUND
SMALL CAPITALIZATION PORTFOLIO
Financial Highlights
For a share outstanding throughout the period

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                  --------------------------------------------------------------------------------------------
                                     1994         1993           1992         1991         1990         1989         1988(iii)
                                  --------     --------       --------      -------      -------       ------       ------
<S>                               <C>          <C>            <C>           <C>          <C>           <C>          <C>   
Net asset value,
  beginning of year...........    $  30.88     $  27.26       $  26.79      $ 17.02      $ 15.79       $ 9.60       $10.00
                                  --------     --------       --------      -------      -------       ------       ------
Net investment
  income (loss)...............       (0.03)(i)    (0.05)         (0.06)       (0.03)        0.02         0.04         0.06
Net realized and
   unrealized gain
  (loss) on investments.......       (1.45)        3.67           0.91         9.82         1.35         6.15        (0.40)
                                  --------     --------       --------      -------      -------       ------       ------
  Total from investment
    operations................       (1.48)        3.62           0.85         9.79         1.37         6.19        (0.34)
                                  --------     --------       --------      -------      -------       ------       ------
Dividends from net
  investment income...........          --           --             --        (0.02)       (0.01)          --        (0.06)
Distributions from net
   realized gains.............       (2.09)          --          (0.38)          --        (0.13)          --           --
                                  --------     --------       --------      -------      -------       ------       ------
  Total Distributions.........       (2.09)          --          (0.38)       (0.02)       (0.14)          --        (0.06)
                                  --------     --------       --------      -------      -------       ------       ------
Net asset value, end
  of year.....................    $  27.31     $  30.88       $  27.26      $ 26.79      $ 17.02       $15.79       $ 9.60
                                  ========     ========       ========      =======      =======       ======       ======
Total Return..................       (4.38%)      13.28%          3.55%       57.54%        8.71%       64.48%(ii)    3.35%(ii)
                                  ========     ========       ========      =======      =======       ======       ======

Ratios and
  Supplemental Data:
  Net assets, end of year
    (000's omitted)...........    $397,037     $238,850       $135,718      $56,798      $ 7,149       $  569       $   39
                                  ========     ========       ========      =======      =======       ======       ======
  Ratio of expenses to
     average net assets.......        0.96%        1.03%          0.98%        1.06%        1.50%        1.50%        1.50%
                                  ========     ========       ========      =======      =======       ======       ======
  Decrease reflected in
    above expense ratios
    due to expense
    reimbursements............          --           --             --           --         0.33%        9.15%       12.31%
                                  ========     ========       ========      =======      =======       ======       ======
  Ratio of net investment
    income (loss) to
    average net assets........      (0.10%)       (0.35%)        (0.37%)      (0.12%)       0.50%        1.11%        2.27%
                                  ========     ========       ========      =======      =======       ======       ======
  Portfolio Turnover
    Rate......................      117.61%      148.07%        108.06%      125.90%      132.46%      133.61%       20.86%
                                  ========     ========       ========      =======      =======       ======       ======


 (i) Amount was computed based on average shares outstanding during the period.
(ii) Unaudited.
(iii)For the period September 21, 1988  (commencement of operations) to December
     31,  1988.  Ratios  have  been  annualized;   total  return  has  not  been
     annualized.
</TABLE>

- --------------------------------------------------------------------------------
 
                                      v


<PAGE>


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

THE ALGER AMERICAN FUND
INCOME AND GROWTH PORTFOLIO
Financial Highlights
For a share outstanding throughout the period


<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                   -----------------------------------------------------------------------------------------
                                     1994         1993           1992         1991         1990         1989         1988(ii)
                                   -------      -------        -------      -------       ------       ------       ------
<S>                                <C>          <C>            <C>          <C>           <C>          <C>          <C>   
Net asset value,
   beginning of year..........     $ 15.31      $ 13.93        $ 13.08      $ 10.67       $10.74       $10.00       $10.00
                                   -------      -------        -------      -------       ------       ------       ------
Net investment income.........        0.17         0.07           0.08         0.09         0.11         0.18         0.10
Net realized and
   unrealized gain (loss)
   on investments.............       (1.47)        1.37           1.02         2.41        (0.08)        0.56           --
                                   -------      -------        -------      -------       ------       ------       ------
  Total from investment
   operations.................       (1.30)        1.44           1.10         2.50         0.03         0.74         0.10
                                   -------      -------        -------      -------       ------       ------       ------
Dividends from net
   investment income..........       (0.15)       (0.06)         (0.12)       (0.09)       (0.10)          --        (0.10)
Distributions from net
   realized gains.............       (0.56)          --          (0.13)          --           --           --           --
                                   -------      -------        -------      -------       ------       ------       ------
  Total Distributions.........       (0.71)       (0.06)         (0.25)       (0.09)       (0.10)          --        (0.10)
                                   -------      -------        -------      -------       ------       ------       ------
Net asset value, end of year..     $ 13.30      $ 15.31        $ 13.93      $ 13.08       $10.67       $10.74       $10.00
                                   =======      =======        =======      =======       ======       ======       ======
Total Return..................       (8.28%)      10.34%          8.64%       23.51%        0.28%        7.40%(i)     0.95%(i)
                                   =======      =======        =======      =======       ======       ======       ======

Ratios and
   Supplemental Data:
  Net assets, end of year
     (000's omitted)..........     $29,135      $31,895        $ 8,671      $ 2,663       $  436       $   98       $   28
                                   =======      =======        =======      =======       ======       ======       ======
  Ratio of expenses to
     average net assets.......        0.75%        0.97%          1.25%        1.25%        1.25%        1.25%        1.25%
                                   =======      =======        =======      =======       ======       ======       ======
  Decrease reflected in
     above expense ratios
     due to expense
     reimbursements...........          --           --           0.01%        0.66%        5.41%       23.72%       20.26%
                                   =======      =======        =======      =======       ======       ======       ======
  Ratio of net investment
     income to average
     net assets...............        1.22%        1.51%          1.62%        2.54%        3.61%        7.36%        7.30%
                                   =======      =======        =======      =======       ======       ======       ======
  Portfolio Turnover Rate.....      177.97%      105.80%        100.62%       61.11%       56.90%          --           --
                                   =======      =======        =======      =======       ======       ======       ======


 (i) Unaudited.
(ii) For the period November 15, 1988  (commencement  of operations) to December
     31,  1988.  Ratios  have  been  annualized;   total  return  has  not  been
     annualized.
</TABLE>


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

                                       vi


<PAGE>


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

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

<TABLE>
<CAPTION>
                                                                         Year Ended December 31,
                                               ----------------------------------------------------------------------------
                                                 1994         1993           1992         1991          1990       1989(ii)
                                               -------      -------        -------       ------        ------     ------
<S>                                            <C>          <C>            <C>           <C>           <C>        <C>   
Net asset value, beginning of year..........   $ 11.58      $ 10.77        $ 10.02       $10.01        $10.04     $10.00
                                               -------      -------        -------       ------        ------     ------
Net investment income.......................      0.20         0.15           0.22         0.45          0.66       0.22
Net realized and unrealized gain (loss)
   on investments...........................     (0.70)        0.69           0.72         0.01         (0.03)      0.04
                                               -------      -------        -------       ------        ------     ------
  Total from investment operations..........     (0.50)        0.84           0.94         0.46          0.63       0.26
                                               -------      -------        -------       ------        ------     ------
Dividends from net investment
   income...................................     (0.13)       (0.03)         (0.19)       (0.45)        (0.66)     (0.22)
Distributions from net realized gains.......     (0.15)          --             --           --            --         --
                                               -------      -------        -------       ------        ------     ------
  Total Distributions.......................     (0.28)       (0.03)         (0.19)       (0.45)        (0.66)     (0.22)
                                               -------      -------        -------       ------        ------     ------
Net asset value, end of year................   $ 10.80      $ 11.58        $ 10.77       $10.02        $10.01     $10.04
                                               =======      =======        =======       ======        ======     ======
Total Return................................     (4.27%)       7.79%          9.48%        4.70%         6.53%      2.65%(iii)
                                               =======      =======        =======       ======        ======     ======

Ratios and Supplemental Data:
   Net assets, end of year
     (000's omitted)........................   $10,394      $ 7,848        $ 4,009       $1,487        $  365     $  131
                                               =======      =======        =======       ======        ======     ======
  Ratio of expenses to average net
     assets.................................      1.08%        1.25%          1.25%        1.25%         1.25%      1.25%
                                               =======      =======        =======       ======        ======     ======
  Decrease reflected in above expense
     ratios due to expense
     reimbursements.........................        --         0.19%          0.42%        1.37%         4.81%      5.89%
                                               =======      =======        =======       ======        ======     ======
  Ratio of net investment income to
     average net assets.....................      2.30%        2.05%          1.99%        4.22%         6.60%      6.92%
                                               =======      =======        =======       ======        ======     ======
  Portfolio Turnover Rate...................     78.80%       85.46%         15.27%          --        132.55%        --
                                               =======      =======        =======       ======        ======     ======


  (i) Prior to October 1, 1992,  the Alger American  Balanced  Portfolio was the
      Alger American Fixed Income Portfolio.
 (ii) For the period September 5, 1989  (commencement of operations) to December
      31,  1989.  Ratios  have  been  annualized;  total  return  has  not  been
      annualized.
(iii) Unaudited.

</TABLE>


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

                                      vii


<PAGE>


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

THE ALGER AMERICAN FUND
MIDCAP GROWTH PORTFOLIO
Financial Highlights
For a share outstanding throughout the period

<TABLE>
<CAPTION>
                                                                                            From May 3, 1993
                                                                       Year Ended           (commencement of
                                                                       December 31,            operations)
                                                                          1994            to December 31, 1993(i)
                                                                       -----------        -----------------------
<S>                                                                      <C>                     <C>    
Net asset value, beginning of year..................................     $ 13.72                 $ 10.00
                                                                         -------                 -------
Net investment income (loss)........................................        0.00(ii)               (0.02)
Net realized and unrealized gain (loss) on investments..............       (0.21)                   3.88
                                                                         -------                 -------
  Total from investment operations..................................       (0.21)                   3.86
Distributions from net realized gains...............................       (0.05)                  (0.14)
                                                                         -------                 -------
Net asset value, end of year........................................     $ 13.46                 $ 13.72
                                                                         =======                 =======
Total Return........................................................       (1.54%)                 38.67%
                                                                         =======                 =======

Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)...........................     $62,178                 $21,301
                                                                         =======                 =======
  Ratio of expenses to average net assets...........................        0.97%                   1.50%
                                                                         =======                 =======
  Decrease reflected in above expense ratios due to expense
    reimbursements..................................................          --                    0.03%
                                                                         =======                 =======
  Ratio of net investment income (loss) to average net assets.......        0.03%                  (0.58%)
                                                                         =======                 =======
  Portfolio Turnover Rate...........................................       83.96%                  67.22%
                                                                         =======                 =======


 (i) Ratios have been annualized; total return has not been annualized.
(ii) Amount was computed based on average shares outstanding during the period.
</TABLE>


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

                                      viii


<PAGE>

   
- --------------------------------------------------------------------------------
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
Financial Highlights 
For a share outstanding throughout the period

                                                           From January 25, 1995
                                                             (commencement of
                                                               operations)
                                                            to June 30, 1995(i)
                                                            -------------------

Net asset value, beginning of period .........................    $ 10.00
                                                                  -------
Net investment (loss) ........................................      (0.04)
Net realized and unrealized gain  (loss) on investments ......       4.55
                                                                  -------
    Total from investment operations .........................       4.51
                                                                  -------
Net asset value, end of period ...............................    $ 14.51
                                                                  =======
Total Return .................................................     45.10%
                                                                  =======
Ratios and Supplemental Data:
  Net assets, end of period (000's omitted) ..................    $   386
                                                                  =======
  Ratio of expenses excluding interest to average net assets .      1.50%
                                                                  =======
  Ratio of expenses including interest to average net assets .      1.94%
                                                                  =======
  Decrease reflected in above expense ratios
    due to expense reimbursements ............................      6.83%
                                                                  =======
  Ratio of net investment (loss) to average net assets .......     (0.91%)
                                                                  =======
  Portfolio Turnover Rate ....................................     123.0%
                                                                  =======
Debt outstanding at end of period ............................    $     0
                                                                  =======
Average amount of debt outstanding during the period .........    $13,748
                                                                  =======
Average daily number of shares outstanding during the period .     24,688
                                                                  =======
Average amount of debt per share during the period ...........    $  0.56
                                                                  =======

(i)Unaudited.   Ratios  have  been   annualized;   total  return  has  not  been
   annualized.


- --------------------------------------------------------------------------------
    
                                       ix


<PAGE>


                             THE ALGER AMERICAN FUND

   
   The Alger  American  Fund  (the  "Fund")  is  designed  to  permit  insurance
companies that issue variable  annuity  contracts ("VA  contracts") and variable
life insurance  policies  ("VLI  policies") to offer contract and policy holders
the  opportunity  to  participate  in the  performance  of one  or  more  of the
Portfolios  of the Fund.  Upon  receipt by the Fund of an  exemptive  order (the
"Order") for which an application  is currently  pending with the Securities and
Exchange  Commission,  the Fund  may also be a  funding  vehicle  for  qualified
pension  and  retirement  plans (the  "Plans")  which  elect to make the Fund an
investment option for Plan participants.  If the Order is issued, the Fund will,
without notice to  shareholders,  accept orders from Plans to purchase shares of
the Portfolios.
    

   The Fund is a diversified, open-end management investment company that offers
a selection of six Portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  Portfolios at
any time.


   
                   PARTICIPATING INSURANCE COMPANIES AND PLANS

   The  Fund is  intended  to be a  funding  vehicle  for VA  contracts  and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance  Companies")  and, if the Order is issued,
Plans.  Individuals  cannot  invest in a Portfolio  directly  but may do so only
through a VA contract or VLI policy or, if the Order is issued, a Plan. The Fund
currently does not foresee any  disadvantages to the holders of VA contracts and
VLI  policies  arising  from the fact that the  interests  of the  holders of VA
contracts  and  VLI  policies  may  differ,  that  the  Participating  Insurance
Companies may not be  affiliated  with each other or that the Fund may offer its
shares to Plans.  Nevertheless,  the Fund's Trustees intend to monitor events in
order to identify any material irreconcilable conflicts which may possibly arise
due to  differences of tax treatment or other  considerations,  and to determine
what action,  if any, should be taken in response to such  conflicts.  If such a
conflict were to occur,  one or more  Participating  Insurance  Company separate
accounts or Plans might withdraw its investment in a Portfolio,  which may cause
the Portfolio to sell portfolio  securities at  disadvantageous  prices.  The VA
contracts and VLI policies are described in the separate  prospectuses issued by
the Participating  Insurance Companies,  and the Plans are described in the Plan
documents   made   available  by  the  Plan   sponsors.   The  Fund  assumes  no
responsibility for such prospectuses or plan documents.
    


                              INVESTMENT OBJECTIVES
                                  AND POLICIES

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

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

Alger American 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.


                                       1


<PAGE>


   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 American Income and Growth Portfolio

   The primary investment  objective of the Portfolio is to provide a high level
of  dividend  income.  Capital  appreciation  is a  secondary  objective  of the
Portfolio.  Except during temporary defensive periods, the Portfolio attempts to
invest 100%, and it is a fundamental  policy of the Portfolio to invest at least
65% of its total assets in dividend paying equity securities. In selecting among
dividend paying equity  securities,  Alger  Management will favor  securities it
believes also offer  opportunities for capital  appreciation.  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 American Small Capitalization Portfolio

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

   The Portfolio  may invest up to 35% of its total assets in equity  securities
of companies that, at the time of purchase,  have total market capitalization of
$1 billion or greater  and in excess of that  amount (up to 100% of its  assets)
during temporary defensive periods.


Alger American 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 of $1 billion or greater.

   The Portfolio  may invest up to 35% of its total assets in equity  securities
of companies that, at the time of purchase,  have total market capitalization of
less than $1 billion  and in excess of that  amount  (up to 100% of its  assets)
during temporary defensive periods.


Alger American MidCap Growth Portfolio

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


Alger American Leveraged AllCap Portfolio

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

   The Portfolio may purchase put and call options and sell (write) covered call
and put options on  securities  and  securities  indexes to increase gain and to
hedge  against  the risk of  unfavorable  price  movements,  and may enter  into
futures  contracts  on  securities  indexes and  purchase  and sell call and put
options on these futures contracts.  The Portfolio may also borrow money 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  assets,  less
liabilities  other  than  such  borrowing.  These  practices  are  deemed  to be
speculative  and may cause the  Portfolio's  net asset value to be more volatile
than the net asset value of a fund that does not engage in these activities. See
"Investment Practices."


In General

   The Alger  American Small  Capitalization  Portfolio,  Alger American  MidCap
Growth  Portfolio,  Alger American Growth  Portfolio,  Alger American  Leveraged
AllCap  Portfolio,  Alger  American  Income and Growth  Portfolio and the equity
portion of Alger American 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


                                       2


<PAGE>


advantage  of  new  opportunities  for  investments  in  accordance  with  their
investment  objectives,  they may hold up to 15% of their  net  assets  in money
market instruments and repurchase agreements and in excess of that amount (up to
100% of their assets) during  temporary  defensive  periods.  This amount may be
higher than that maintained by other funds with similar investment objectives.

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


                              INVESTMENT PRACTICES

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

Repurchase Agreements

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

Illiquid and Restricted Securities

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

Lending of Portfolio Securities

   In order to generate income and to offset  expenses,  each Portfolio may lend
portfolio  securities with a value up to 331/3% of the Portfolio's  total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.

Foreign Securities

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

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

Leverage Through Borrowing

   The Alger American Leveraged AllCap 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


                                       3


<PAGE>


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

Options

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

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


Stock Index Futures and Options on
Stock Index Futures

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

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

Portfolio Turnover

   Portfolio changes will generally be made without regard to the length of time
a security  has been held or  whether a sale  would  result in a profit or loss.
While it is not possible to predict  future market  conditions or turnover rates
with certainty, Alger Management anticipates that under normal market conditions
the annual  turnover  rate for the Alger  American  Leveraged  AllCap  Portfolio
should not exceed 120%.  Increased  portfolio  turnover  will have the effect of
increasing the Portfolios' brokerage and custodial expenses.

Other Investments

   In addition to the securities and investment  techniques  listed above,  each
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes; and the Alger American Balanced Portfolio
may engage in reverse  repurchase  agreements,  firm  commitment  agreements and
"when-issued"  purchases.  See  "Investment  Objectives  and  Policies"  in  the
Statement of Additional Information.


                             MANAGEMENT OF THE FUND

Organization

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Portfolios.

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


                                       4


<PAGE>


vote only on matters that affect that Portfolio.

   
   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the  Portfolios to  Participating  Insurance  Companies
and,  if the  Order is  issued,  Plans,  so that  only  Participating  Insurance
Companies and their separate accounts and Plans will be considered  shareholders
of the  Portfolios.  Although the  Participating  Insurance  Companies and their
separate  accounts  and  the  Plans  are  the  shareholders  or  investors,  the
Participating  Insurance  Companies  will pass through voting rights to their VA
contract  and VLI policy  holders.  Plan  sponsors  may or may not pass  through
voting  rights  to Plan  participants,  depending  on the  terms  of the  Plan's
governing  documents.  For a  discussion  of voting  rights  please refer to the
Participating Insurance Companies' prospectuses or the Plan documents.
    

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of each
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a Portfolio is
required  on any  matter  affecting  the  Portfolio  on which  shareholders  are
entitled  to vote,  such as  approval  of a  Portfolio's  agreement  with  Alger
Management.  Shareholders  of one Portfolio are not entitled to vote on a matter
that does not affect that Portfolio but that does require a separate vote of the
other Portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of
shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting  called for that  purpose.  The  Trustees  are  required  to call such a
meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.

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 the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  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.  In addition,  Alger Management  employs  professional
securities analysts who provide research services  exclusively to the Portfolios
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.

   Alger  Management has been in the business of providing  investment  advisory
services since 1964 and, as of December 31, 1994, had approximately $2.9 billion
under management, $1.4 billion in mutual fund accounts and $1.5 billion in other
advisory  accounts.  Alger  Management  is owned by Alger Inc.  which in turn is
owned by Alger Associates,  Inc., a financial services holding company.  Fred M.
Alger,  III and his brother,  David D. Alger,  are the majority  shareholders of
Alger  Associates,  Inc.  and may be  deemed to  control  that  company  and its
subsidiaries.  As of April 14, 1995,  those  persons and  companies  may also be
deemed to control the Alger American Leveraged AllCap Portfolio.

Portfolio Managers

   David D. Alger,  President of Alger Management,  is primarily responsible for
the day-to-day management of the Portfolios of the Fund. He has been employed by
Alger Management as Executive Vice President and Director of Research since 1971
and as President since 1995 and he serves as portfolio  manager for other mutual
funds and  investment  accounts  managed  by Alger  Management.  Shelton Y. Swei
serves as co-manager of the Alger American  Leveraged AllCap  Portfolio.  He has
been employed by Alger  Management since 1984 and he serves as a senior research
analyst,  providing  research  for other mutual  funds and  investment  accounts
managed by Alger  Management.  Steven R. Thumm serves as co-manager of the Alger


                                       5


<PAGE>


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

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

Fees

   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  American  Income and
Growth Portfolio-.625%;  Alger American Small Capitalization Portfolio and Alger
American   Leveraged  AllCap   Portfolio-.85%;   Alger  American  MidCap  Growth
Portfolio-.80%;  Alger American  Growth  Portfolio and Alger  American  Balanced
Portfolio-.75%.   The   management   fees  paid  by  the  Alger  American  Small
Capitalization  Portfolio, the Alger American MidCap Growth Portfolio, the Alger
American Growth Portfolio,  the Alger American Balanced  Portfolio and the Alger
American  Leveraged  AllCap  Portfolio  are higher than those paid by most other
investment companies;  however, such fees do not exceed those paid by funds with
similar investment objectives.

   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates whose customers hold shares of the Portfolios for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of
up to .30% of the net asset value of shares held by those customers depending on
the nature, extent and quality of the services provided, will be paid from Alger
Management's own resources and not from the assets of the Fund.

Expenses

   Each  Portfolio  pays  expenses  related  to its  daily  operations,  such as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolios to the extent that the annual operating expenses (excluding interest,
taxes,  fees for  brokerage  services and  extraordinary  expenses) of the Alger
American  Balanced  Portfolio exceed 1.25%; the Alger American Income and Growth
Portfolio  exceed 1.25%;  Alger American Small  Capitalization  Portfolio exceed
1.50%;  the Alger American  Growth  Portfolio  exceed 1.50%;  the Alger American
MidCap Growth Portfolio  exceed 1.50%;  and the Alger American  Leveraged AllCap
Portfolio  exceed  1.50% of the  average  daily  net  assets  of the  applicable
Portfolio for any fiscal year. In addition, from time to time, Alger Management,
in its sole discretion and as it deems appropriate,  may assume certain expenses
of one or more of the Portfolios while retaining the ability to be reimbursed by
the  applicable  Portfolio for such amounts prior to the end of the fiscal year.
This will have the effect of lowering the applicable Portfolio's overall expense
ratio and of increasing  yield to investors,  or the converse,  at the time such
amounts are assumed or reimbursed,  as the case may be. 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.

                                 NET ASSET VALUE

   The price of one share of a Portfolio is its "net asset value." The net asset
value is computed by adding the value of the Portfolio's  investments  plus cash
and other  assets,  deducting  liabilities  and then  dividing the result by the
number of its  shares  outstanding.  The net asset  value of each  Portfolio  is


                                       6


<PAGE>


calculated  on each day the New York Stock  Exchange  is open as of the close of
business (normally 4:00 p.m. Eastern time).


                            PURCHASES AND REDEMPTIONS

   
   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding  the purchase or redemption  of a  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem shares of each Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolios but may invest in shares of the Portfolios only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Fund.

   Orders received by the Fund or the Fund's transfer agent are effected on days
on which the NYSE is open for trading.  For orders  received before the close of
regular  trading on the NYSE,  purchases and  redemptions  of the shares of each
Portfolio are effected at the respective  net asset values per share  determined
as of the close of regular trading on the NYSE on that same day. Orders received
after  the  close  of  regular  trading  on the NYSE  are  effected  at the next
calculated  net asset value.  See "Net Asset Value." All orders for the purchase
of shares are  subject to  acceptance  or  rejection  by the Fund.  Payment  for
redemptions  will be made by the Fund's transfer agent on behalf of the Fund and
the relevant  Portfolios  within  seven days after the request is received.  The
Fund does not  assess  any fees,  either  when it sells or when it  redeems  its
shares. Surrender charges, mortality and expense risk fees and other charges may
be assessed by Participating  Insurance  Companies under the VA contracts or VLI
policies.  These  fees  should  be  described  in  the  Participating  Insurance
Companies'  prospectuses.  Any charges assessed by the Plans should be described
in the Plan documents.
    

       

                           DIVIDENDS AND DISTRIBUTIONS

   Each  Portfolio  will be treated  separately  in  determining  the amounts of
dividends of  investment  income and  distributions  of capital gains payable to
holders  of its  shares.  Dividends  and  distributions  will  be  automatically
reinvested  on the payment  date for each  shareholder's  account in  additional
shares of the  Portfolio  that paid the  dividend or  distribution  at net asset
value or, in the case of VA contracts and VLI policies,  will be paid in cash at
the election of the Participating Insurance Company. Dividends of the Portfolios
will be declared and paid annually.  Distributions  of any net realized  capital
gains earned by a Portfolio usually will be made annually after the close of the
fiscal year in which the gains are  earned.  Participating  Insurance  Companies
will be informed  about the amount and character of dividends and  distributions
from the relevant Portfolio for federal income tax purposes.


                                      TAXES

   Each Portfolio  will be treated as a separate  taxpayer with the result that,
for  federal  income tax  purposes,  the  amounts of net  investment  income and
capital gains earned will be determined on a Portfolio-by-Portfolio (rather than
on a Fund-wide) basis.

   The Fund intends that each Portfolio will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended) for each taxable year of each Portfolio. If so qualified, and providing
certain  distribution  requirements  are met, a Portfolio will not be subject to
federal  income tax on its net  investment  income and net capital gains that it
distributes to its shareholders.

   
   Dividends paid from net investment  income and  distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of a Portfolio.  Distributions  of net long-term  capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.
    


                                       7


<PAGE>


                                   PERFORMANCE

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

   Each Portfolio may include quotations of its "total return" in advertisements
or reports to shareholders or prospective  investors.  Total return figures show
the  aggregate  or  average  percentage  change in value of an  investment  in a
Portfolio  from the  beginning  date of the  measuring  period to the end of the
measuring period.  These figures reflect changes in the price of the Portfolio's
shares and assume that any income dividends  and/or capital gains  distributions
made by the  Portfolio  during  the  period  were  reinvested  in  shares of the
Portfolio. Figures will be given for recent 1, 5 and 10 year periods, and may by
given for other periods as well (such as from  commencement  of the  Portfolio's
operations,  or on a year-by-year  basis) and may utilize dollar cost averaging.
The Portfolio may also use "aggregate" total return figures for various periods,
representing  the  cumulative  change in value of an investment in the Portfolio
for the specific period (again  reflecting  changes in Portfolio share price and
assuming reinvestment of dividends and distributions) as well as "actual annual"
and  "annualized"  total return figures.  Total returns may be shown by means of
schedules,  charts  or  graphs,  and  may  indicate  subtotals  of  the  various
components of total return (i.e., change in value of initial investment,  income
dividends and capital  gains  distributions).  "Total  return" and "yield" for a
Portfolio will vary based on changes in market  conditions.  In addition,  since
the  deduction  of a  Portfolio's  expenses is reflected in the total return and
yield  figures,  "total return" and "yield" will also vary based on the level of
the Portfolio's expenses.

   The Statement of Additional  Information further describes the method used to
determine the yields and total return figures. Current yield and/or total return
quotations may be obtained by contacting the Fund.

   
   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
plan.
    


                                  INVESTOR AND
                             SHAREHOLDER INFORMATION

   
    Investors and  shareholders may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolios, including current
performance  quotations,  as well as for assistance in selecting a Portfolio and
obtaining a Statement of Additional Information.  Holders of VA contracts or VLI
policies issued by Participating  Insurance  Companies and participants in Plans
for which  shares  of one or more  Portfolios  are the  investment  vehicle  may
receive from the  Participating  Insurance  Companies or Plan sponsor  unaudited
semi annual financial  statements and year-end  financial  statements audited by
the Fund's independent public accountants. Each report will show the investments
owned by each of the  Portfolios  and the market values of the  investments  and
will provide other  information  about the Fund and its  operations.  The Fund's
Annual  Report  as  of  December  31,  1994  contains   additional   performance
information  and is available  upon request and without charge by contacting the
Fund at the toll-free number listed above.
    


                                       8


<PAGE>


No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations  other than those  contained in this Prospectus or the Statement
of Additional  Information 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 lawfully be made.



                                   ----------



Investment Manager:
Fred Alger Management, Inc.
75 Maiden Lane
New York, New York 10038

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

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

Independent Public Accountants:
Arthur Andersen LLP
1345 Avenue of the Americas
New York, New York 10105


                                 THE  
                               ALGER  Meeting the challenge
                            AMERICAN  of investing
                                FUND



                                 Alger American
                               Balanced Portfolio

                                 Alger American
                           Income and Growth Portfolio

                                 Alger American
                         Small Capitalization Portfolio

                                 Alger American
                                Growth Portfolio

                                 Alger American
                             MidCap Growth Portfolio

                                 Alger American
                           Leveraged AllCap Portfolio





   
                           PROSPECTUS   July 31, 1995
    

<PAGE>



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


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


   
   The Alger American Fund is a registered  investment  company -- a mutual fund
- -- that presently offers interests in six portfolios. This Prospectus sets forth
information  about four of these portfolios (the  "Portfolios").  Each Portfolio
has distinct investment objectives and policies and a shareholder's  interest is
limited to the  Portfolio  in which he or she owns shares.  The four  Portfolios
discussed in this Prospectus are:
    

                 o  Alger American Small Capitalization Portfolio
                 o  Alger American Growth Portfolio
                 o  Alger American MidCap Growth Portfolio
                 o  Alger American Leveraged AllCap Portfolio

   
   Shares  of the  Portfolios  are  offered  as a  pooled  funding  vehicle  for
insurance  companies  writing  all  types of  variable  annuity  contracts  ("VA
contracts") and variable life insurance  policies ("VLI  policies") and may also
be offered directly to qualified pension and retirement plans (the "Plans"). See
"The Portfolios."
    

   Shares of the Portfolios are not deposits or obligations of, or guaranteed or
endorsed by any bank,  and the shares are not  federally  insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.

   
   This  Prospectus,  which  should be retained for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts and VLI policies. A "Statement of Additional Information" dated
July 31, 1995 containing  further  information about The Alger American 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 American Fund at the address or phone number above.
    


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


================================================================================
          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 REPRE-
                SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
================================================================================
   
                                  July 31, 1995
    

<PAGE>


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

                                    CONTENTS

                                                                        Page
                                                                        ----

   
    Portfolio Expenses ................................................. iii
    Financial Highlights ...............................................  iv
    The Portfolios .....................................................   1
    Participating Insurance Companies and Plans ........................   1
    
    Investment Objectives and Policies .................................   1
      Alger American Small Capitalization
        Portfolio ......................................................   1
      Alger American Growth Portfolio ..................................   1
      Alger American MidCap Growth
        Portfolio ......................................................   1
      Alger American Leveraged AllCap
        Portfolio ......................................................   2
    Investment Practices ...............................................   2
    Management of the Fund .............................................   4
    Net Asset Value ....................................................   6
    Purchases and Redemptions ..........................................   6
    Dividends and Distributions ........................................   6
    Taxes ..............................................................   6
    Performance ........................................................   7
    Investor and Shareholder Information ...............................   7

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


                                       ii
<PAGE>

       

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

                               PORTFOLIO EXPENSES

   
   The Table below is designed to assist you in understanding  the various costs
and  expenses  that you will bear as a  shareholder.  The amounts  listed  under
"Other Expenses" and "Interest  Expense" for the Alger American Leveraged AllCap
Portfolio  are based on  estimated  amounts  for the Fund's  fiscal  year ending
December 31, 1995. The Table does not reflect charges and deductions  which are,
or may be, imposed under the VA contracts,  VLI policies or Plans;  such charges
and deductions are described in the prospectus for the VA contract or VLI policy
accompanying this Prospectus or in the Plan documents.
    

   The  Example  below  shows the amount of  expenses  you would pay on a $1,000
investment in the  Portfolios.  These  amounts  assume the  reinvestment  of all
dividends and distributions 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
                                                      American           Alger         American        American
                                                        Small          American         MidCap         Leveraged
                                                   Capitalization       Growth          Growth          AllCap
                                                      Portfolio        Portfolio       Portfolio       Portfolio
                                                   --------------      ---------       ---------       ---------
<S>                                                     <C>              <C>             <C>              <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on
   Purchases...................................         None             None            None             None
Maximum Sales Load Imposed
  on Reinvested Dividends......................         None             None            None             None
Deferred Sales Load............................         None             None            None             None
Redemption Fees................................         None             None            None             None

Annual Fund Operating Expenses
  (as a percentage of average net assets)
Management Fees................................          .85%             .75%            .80%             .85%
12b-1 Fees.....................................           --               --              --               --
Other Expenses (excluding interest)............          .11%             .11%            .17%             .19%
                                                        ----             ----            ----             ---- 
Total Fund Operating Expenses
   (before interest)...........................          .96%             .86%            .97%            1.04%
Interest Expense...............................           --               --              --              .75%
                                                        ----             ----            ----             ---- 
Total Fund Expenses............................          .96%             .86%            .97%            1.79%
                                                        ====             ====            ====             ==== 


Example

You would pay the following expenses on
  a $1,000 investment, assuming (1) 5%
  annual return and (2) redemption at
  the end of each time period:
One Year.......................................         $ 10            $   9            $ 10             $ 18
Three Years....................................           31               27              31               56
Five Years.....................................           53               48              54               97
Ten Years......................................          118              106             119              211

</TABLE>

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


                                      iii

<PAGE>


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

                              FINANCIAL HIGHLIGHTS

   The Financial  Highlights  for the years ended December 31, 1990 through 1994
have  been  audited  by Arthur  Andersen  LLP,  the  Fund's  independent  public
accountants,  as indicated in their report dated  February 2, 1995 on the Fund's
financial  statements  as of December  31, 1994 which are included in the Fund's
Statement of Additional Information.  The Financial Highlights should be read in
conjunction  with  the  Fund's  financial  statements  and  notes  thereto.  The
Financial  Highlights,  with the exception of the total return information,  for
the  periods  ended  December  31,  1989 and 1988  have  been  audited  by other
independent accountants,  who have expressed an unqualified opinion thereon. The
Statement  of  Additional  Information  may be  obtained  from the Fund  without
charge.

THE ALGER AMERICAN FUND
GROWTH PORTFOLIO
Financial Highlights
For a share outstanding throughout the period

<TABLE>
<CAPTION>
                                                              Year Ended December 31,
                                       ----------------------------------------------------------------------
                                         1994         1993         1992        1991        1990    1989(ii)
                                       --------     -------      -------     -------      ------    ------
<S>                                    <C>          <C>          <C>         <C>          <C>       <C>   
Net asset value, beginning of year        24.67     $ 20.17      $ 18.00     $ 12.86      $12.41   $ 10.00
                                       --------     -------      -------     -------      ------    ------
Net investment income............          0.07        0.03         0.03        0.08(i)     0.07      0.09
Net realized and unrealized gain
  on investments.................          0.15        4.50         2.19        5.11        0.44      2.32
                                       --------     -------      -------     -------      ------    ------
  Total from investment
     operations..................          0.22        4.53         2.22        5.19        0.51      2.41
                                       --------     -------      -------     -------      ------    ------
Dividends from net investment
  income.........................         (0.03)      (0.03)       (0.03)      (0.05)      (0.06)       --
Distributions from net realized
   gains.........................         (1.73)         --        (0.02)         --          --        --
                                       --------     -------      -------     -------      ------    ------
  Total Distributions............         (1.76)      (0.03)       (0.05)      (0.05)      (0.06)       --
                                       --------     -------      -------     -------      ------    ------
Net asset value, end of year.....      $  23.13     $ 24.67      $ 20.17     $ 18.00      $12.86    $12.41
                                       ========     =======      =======     =======      ======    ======
Total Return.....................          1.45%      22.47%       12.38%      40.39%       4.14%    24.10%(iii)
                                       ========     =======      =======     =======      ======    ======
Ratios and Supplemental Data:
  Net assets, end of year
    (000's omitted)..............      $150,390     $74,878      $30,316     $10,094      $1,228    $  171
                                       ========     =======      =======     =======      ======    ======
  Ratio of expenses to average
    net assets...................          0.86%       0.97%        0.99%       1.29%       1.50%     1.50%
                                       ========     =======      =======     =======      ======    ======
  Decrease reflected in above
    expense ratios due to
    expense reimbursements.......            --          --           --          --        2.31%     7.32%
                                       ========     =======      =======     =======      ======    ======
  Ratio of net investment income
    to average net assets........          0.48%       0.25%        0.33%       0.52%       1.69%     1.30%
                                       ========     =======      =======     =======      ======    ======
  Portfolio Turnover Rate........        111.76%     112.64%       63.91%      58.95%      86.77%    79.59%
                                       ========     =======      =======     =======      ======    ======
</TABLE>

 (i)  Amount was computed based on average shares outstanding during the period.
(ii)  For the period  January 9, 1989  (commencement  of operations) to December
      31,  1989.  Ratios  have  been  annualized;  total  return  has  not  been
      annualized.
(iii) Unaudited.

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


                                       iv
<PAGE>

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

THE ALGER AMERICAN FUND
SMALL CAPITALIZATION PORTFOLIO
Financial Highlights
For a share outstanding throughout the period

<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                            ----------------------------------------------------------------------------------
                               1994        1993        1992         1991       1990        1989      1988(iii)
                             --------    --------    --------     -------     -------     ------     ---------
<S>                         <C>           <C>         <C>         <C>         <C>         <C>        <C>   
Net asset value,
  beginning of year........ $   30.88     $ 27.26     $ 26.79     $ 17.02     $ 15.79     $ 9.60     $10.00
                             --------    --------    --------     -------     -------     ------     ------
Net investment
  income (loss)............     (0.03)(i)   (0.05)      (0.06)      (0.03)       0.02       0.04       0.06
Net realized and
   unrealized gain
  (loss) on investments....     (1.45)       3.67        0.91        9.82        1.35       6.15      (0.40)
                             --------    --------    --------     -------     -------     ------     ------
  Total from investment
    operations.............     (1.48)       3.62        0.85        9.79        1.37       6.19      (0.34)
                             --------    --------    --------     -------     -------     ------     ------
Dividends from net
  investment income........        --          --          --       (0.02)      (0.01)        --      (0.06)
Distributions from net
   realized gains..........     (2.09)         --       (0.38)         --       (0.13)        --         --
                             --------    --------    --------     -------     -------     ------     ------
  Total Distributions......     (2.09)         --       (0.38)      (0.02)      (0.14)        --      (0.06)
                             --------    --------    --------     -------     -------     ------     ------
Net asset value, end
  of year.................. $   27.31    $  30.88    $  27.26     $ 26.79     $ 17.02    $ 15.79     $ 9.60
                             ========    ========    ========     =======     =======     ======     ======
Total Return...............     (4.38%)     13.28%       3.55%      57.54%       8.71%     64.48%(ii) 3.35%(ii)
                             ========    ========    ========     =======     =======     ======     ======
Ratios and
  Supplemental Data:
   Net assets, end of year
    (000's omitted)........  $397,037    $238,850    $135,718     $56,798     $ 7,149     $  569     $   39
                             ========    ========    ========     =======     =======     ======     ======
  Ratio of expenses to
     average net assets....      0.96%       1.03%       0.98%       1.06%       1.50%      1.50%      1.50%
                             ========    ========    ========     =======     =======     ======     ======
  Decrease reflected in
    above expense ratios
    due to expense
    reimbursements.........        --          --          --          --        0.33%      9.15%     12.31%
                             ========    ========    ========     =======     =======     ======     ======
  Ratio of net investment
    income (loss) to
    average net assets.....    (0.10%)      (0.35%)     (0.37%)     (0.12%)      0.50%      1.11%      2.27%
                             ========    ========    ========     =======     =======     ======     ======
  Portfolio Turnover
    Rate...................    117.61%     148.07%     108.06%     125.90%     132.46%    133.61%     20.86%
                             ========    ========    ========     =======     =======     ======     ======

</TABLE>

  (i)  Amount  was  computed  based on  average  shares  outstanding  during the
       period.
 (ii)  Unaudited.
(iii)  For the  period  September  21,  1988  (commencement  of  operations)  to
       December 31, 1988. Ratios have been annualized; total return has not been
       annualized.

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


                                       v

<PAGE>


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

THE ALGER AMERICAN FUND
MIDCAP GROWTH PORTFOLIO
Financial Highlights
For a share outstanding throughout the period

<TABLE>
<CAPTION>
                                                                                            From May 3, 1993
                                                                       Year Ended           (commencement of
                                                                      December 31,             operations)
                                                                          1994           to December 31, 1993(i)
                                                                       ----------          ------------------

<S>                                                                     <C>                      <C>    
Net asset value, beginning of year..................................    $  13.72                 $ 10.00
                                                                        --------                 -------
Net investment income (loss)........................................        0.00(ii)               (0.02)
Net realized and unrealized gain (loss) on investments..............       (0.21)                   3.88
                                                                        --------                 -------
  Total from investment operations..................................       (0.21)                   3.86
Distributions from net realized gains...............................       (0.05)                  (0.14)
                                                                        --------                 -------
Net asset value, end of year........................................    $  13.46                 $ 13.72
                                                                        ========                 =======
Total Return........................................................       (1.54%)                 38.67%
                                                                        ========                 =======
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)...........................    $ 62,178                 $21,301
                                                                        ========                 =======
  Ratio of expenses to average net assets...........................        0.97%                   1.50%
                                                                        ========                 =======
  Decrease reflected in above expense ratios due to expense
    reimbursements..................................................          --                    0.03%
                                                                        ========                 =======
  Ratio of net investment income (loss) to average net assets.......        0.03%                  (0.58%)
                                                                        ========                 =======
  Portfolio Turnover Rate...........................................       83.96%                  67.22%
                                                                        ========                 =======
</TABLE>


 (i) Ratios have been annualized; total return has not been annualized.
(ii) Amount was computed based on average shares outstanding during the period.

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


                                       vi
<PAGE>


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

   
THE ALGER AMERICAN FUND 
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO 
Financial Highlights 
For a share outstanding throughout the period

                                                           From January 25, 1995
                                                             (commencement of
                                                                operations)
                                                            to June 30, 1995(i)
                                                           ---------------------
Net asset value, beginning of period...........................    $ 10.00
                                                                   -------
Net investment (loss)..........................................      (0.04)
Net realized and unrealized gain  (loss) on investments........       4.55
                                                                   -------
    Total from investment operations...........................       4.51
                                                                   -------
Net asset value, end of period.................................    $ 14.51
                                                                   =======
Total Return...................................................     45.10%
                                                                   =======
Ratios and Supplemental Data:
  Net assets, end of period (000's omitted)....................    $   386
                                                                   =======
  Ratio of expenses excluding interest to average net assets...      1.50%
                                                                   =======
  Ratio of expenses including interest to average net assets...      1.94%
                                                                   =======
  Decrease reflected in above expense ratios
    due to expense reimbursements..............................      6.83%
                                                                   =======
  Ratio of net investment (loss) to average net assets.........     (0.91%)
                                                                   =======
  Portfolio Turnover Rate......................................     123.0%
                                                                   =======
Debt outstanding at end of period..............................    $     0
                                                                   =======
Average amount of debt outstanding during the period...........    $13,748
                                                                   =======
Average daily number of shares outstanding during the period...     24,688
                                                                   =======
Average amount of debt per share during the period.............    $  0.56
                                                                   =======


(i)  Unaudited. Ratios have been annualized; total return has not been
     annualized.
    


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


                                      vii

<PAGE>


                                 THE PORTFOLIOS

   
   The Portfolios are designed to permit insurance companies that issue variable
annuity  contracts ("VA  contracts") and variable life insurance  policies ("VLI
policies") to offer contract and policy  holders the  opportunity to participate
in the performance of one or more of the Portfolios. Upon receipt by the Fund of
an exemptive  order (the "Order") for which an application is currently  pending
with the  Securities  and  Exchange  Commission,  the Fund may also be a funding
vehicle for qualified  pension and retirement plans (the "Plans") which elect to
make the  Fund an  investment  option  for Plan  participants.  If the  Order is
issued, the Fund will, without notice to shareholders,  accept orders from Plans
to purchase shares of the Portfolios.
    

   The Fund is a diversified, open-end management investment company that offers
a selection of six Portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  Portfolios at
any time.


   
                             PARTICIPATING INSURANCE
                               COMPANIES AND PLANS

   The Portfolios  are intended to be funding  vehicles for VA contracts and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance  Companies")  and, if the Order is issued,
Plans.  Individuals  cannot  invest in a Portfolio  directly  but may do so only
through a VA contract or VLI policy or, if the Order is issued, a Plan. The Fund
currently does not foresee any  disadvantages to the holders of VA contracts and
VLI  policies  arising  from the fact that the  interests  of the  holders of VA
contracts  and  VLI  policies  may  differ,  that  the  Participating  Insurance
Companies may not be  affiliated  with each other or that the Fund may offer its
shares to Plans.  Nevertheless,  the Fund's Trustees intend to monitor events in
order to identify any material irreconcilable conflicts which may possibly arise
due to  differences of tax treatment or other  considerations,  and to determine
what action,  if any, should be taken in response to such  conflicts.  If such a
conflict were to occur,  one or more  Participating  Insurance  Company separate
accounts or Plans might withdraw its investment in a Portfolio,  which may cause
the Portfolio to sell portfolio  securities at  disadvantageous  prices.  The VA
contracts and VLI policies are described in the separate  prospectuses issued by
the Participating  Insurance Companies,  and the Plans are described in the Plan
documents   made   available  by  the  Plan   sponsors.   The  Fund  assumes  no
responsibility for such prospectuses or Plan documents.
    


                              INVESTMENT OBJECTIVES
                                  AND POLICIES

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

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

Alger American Small Capitalization Portfolio

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

   The Portfolio  may invest up to 35% of its total assets in equity  securities
of companies that, at the time of purchase,  have total market capitalization of
$1 billion or greater  and in excess of that  amount (up to 100% of its  assets)
during temporary defensive periods.


                                       1
<PAGE>

Alger American 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 of $1 billion or greater.

   The Portfolio  may invest up to 35% of its total assets in equity  securities
of companies that, at the time of purchase,  have total market capitalization of
less than $1 billion  and in excess of that  amount  (up to 100% of its  assets)
during temporary defensive periods.

Alger American MidCap Growth Portfolio

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

Alger American Leveraged AllCap Portfolio

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

   The Portfolio may purchase put and call options and sell (write) covered call
and put options on  securities  and  securities  indexes to increase gain and to
hedge  against  the risk of  unfavorable  price  movements,  and may enter  into
futures  contracts  on  securities  indexes and  purchase  and sell call and put
options on these futures contracts.  The Portfolio may also borrow money 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  assets,  less
liabilities  other  than  such  borrowing.  These  practices  are  deemed  to be
speculative  and may cause the  Portfolio's  net asset value to be more volatile
than the net asset value of a fund that does not engage in these activities. See
"Investment Practices."

In General

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

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

                                       2
<PAGE>

security,  which is held as collateral,  and the Portfolio might incur a loss if
the value of the collateral held declines during this period.

Illiquid and Restricted Securities

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

Lending of Portfolio Securities

   In order to generate income and to offset  expenses,  each Portfolio may lend
portfolio  securities with a value up to 331/3% of the Portfolio's  total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.

Foreign Securities

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

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

Leverage Through Borrowing

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

Options

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



                                       3
<PAGE>

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


Stock Index Futures and Options on
Stock Index Futures

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

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

Portfolio Turnover

   Portfolio changes will generally be made without regard to the length of time
a security  has been held or  whether a sale  would  result in a profit or loss.
While it is not possible to predict  future market  conditions or turnover rates
with certainty,  Alger Managment anticipates that under normal market conditions
the annual  turnover  rate for the Alger  American  Leveraged  AllCap  Portfolio
should not exceed 120%.  Increased  portfolio  turnover  will have the effect of
increasing the Portfolios' brokerage and custodial expenses.

Other Investments

   In addition to the securities and investment  techniques  listed above,  each
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes; and the Alger American Balanced Portfolio
may engage in reverse  repurchase  agreements,  firm  commitment  agreements and
"when-issued"  purchases.  See  "Investment  Objectives  and  Policies"  in  the
Statement of Additional Information.


                             MANAGEMENT OF THE FUND
Organization

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Fund's portfolios including the Portfolios.

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

   
   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the  Portfolios to  Participating  Insurance  Companies
and,  if the  Order is  issued,  Plans,  so that  only  Participating  Insurance
Companies and their separate accounts and Plans will be considered  shareholders
of the  Portfolios.  Although the  Participating  Insurance  Companies and their
separate  accounts  and  the  Plans  are  the  shareholders  or  investors,  the
Participating  Insurance  Companies  will pass through voting rights to their VA
contract  and VLI policy  holders.  Plan  sponsors  may or may not pass  through
voting  rights  to Plan  participants,  depending  on the  terms  of the  Plan's
governing  documents.  For a  discussion  of voting  rights  please refer to the
Participating Insurance Companies' prospectuses or the Plan documents.
    

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of each
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a portfolio of
the Fund is required on any matter affecting the portfolio on which shareholders
are entitled to vote,  such as approval of a  portfolio's  agreement  with Alger
Management.  Shareholders  of one portfolio are not entitled to vote on a matter
that does not affect that portfolio but that does require a separate vote of the
other portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of


                                       4
<PAGE>

shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting  called for that  purpose.  The  Trustees  are  required  to call such a
meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.

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 the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  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.  In addition,  Alger Management  employs  professional
securities analysts who provide research services  exclusively to the Portfolios
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.

   Alger  Management has been in the business of providing  investment  advisory
services since 1964 and, as of December 31, 1994, had approximately $2.9 billion
under management, $1.4 billion in mutual fund accounts and $1.5 billion in other
advisory  accounts.  Alger  Management  is owned by Alger Inc.  which in turn is
owned by Alger Associates,  Inc., a financial services holding company.  Fred M.
Alger,  III and his brother,  David D. Alger,  are the majority  shareholders of
Alger  Associates,  Inc.  and may be  deemed to  control  that  company  and its
subsidiaries.  As of April 14, 1995,  those  persons and  companies  may also be
deemed to control the Alger Leveraged AllCap Portfolio.

Portfolio Managers

   David D. Alger,  President of Alger Management,  is primarily responsible for
the day-to-day management of the Portfolios of the Fund. He has been employed by
Alger Management as Executive Vice President and Director of Research since 1971
and as President since 1995 and he serves as portfolio  manager for other mutual
funds and  investment  accounts  managed  by Alger  Management.  Shelton Y. Swei
serves as co-manager of the Alger American  Leveraged AllCap  Portfolio.  He has
been employed by Alger  Management since 1984 and he serves as a senior research
analyst,  providing  research  for other mutual  funds and  investment  accounts
managed  by  Alger  Management.  Also  participating  in the  management  of the
Portfolios  are Ronald Tartaro and Seilai Khoo. Mr. Tartaro has been employed by
Alger Management since 1990 and he serves as a senior research analyst. Prior to
1990, he was a member of the technical staff at AT&T Bell Laboratories. Ms. Khoo
has been  employed  by Alger  Management  since  1989 and she serves as a senior
research analyst.

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

Fees

   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  American  Small
Capitalization  Portfolio and Alger American  Leveraged  AllCap  Portfolio-.85%;
Alger   American   MidCap   Growth   Portfolio-.80%;   Alger   American   Growth
Portfolio-.75%. The management fees paid by the Portfolios are higher than those
paid by most other investment companies;  however, such fees do not exceed those
paid by funds with similar investment objectives.

   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates whose customers hold shares of the Portfolios for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of
up to .30% of the net asset value of shares held by those customers depending on
the nature, extent and quality of the services provided, will be paid from Alger


                                       5
<PAGE>

Management's own resources and not from the assets of the Fund.

Expenses

   Each  Portfolio  pays  expenses  related  to its  daily  operations,  such as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolios to the extent that the annual operating expenses (excluding interest,
taxes,  fees for  brokerage  services and  extraordinary  expenses) of the Alger
American Small Capitalization  Portfolio exceed 1.50%; the Alger American Growth
Portfolio exceed 1.50%; the Alger American MidCap Growth Portfolio exceed 1.50%;
and the Alger American  Leveraged  AllCap  Portfolio exceed 1.50% of the average
daily net assets of the  applicable  Portfolio for any fiscal year. In addition,
from time to time,  Alger  Management,  in its sole  discretion  and as it deems
appropriate,  may assume certain expenses of one or more of the Portfolios while
retaining  the ability to be  reimbursed  by the  applicable  Portfolio for such
amounts  prior to the end of the  fiscal  year.  This  will  have the  effect of
lowering the  applicable  Portfolio's  overall  expense  ratio and of increasing
yield to  investors,  or the  converse,  at the time such amounts are assumed or
reimbursed,  as the  case  may  be.  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.

                                 NET ASSET VALUE

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


                            PURCHASES AND REDEMPTIONS

   
   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding  the purchase or redemption  of a  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem shares of each Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolios but may invest in shares of the Portfolios only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Fund.

   Orders received by the Fund or the Fund's transfer agent are effected on days
on which the NYSE is open for trading.  For orders  received before the close of
regular  trading on the NYSE,  purchases and  redemptions  of the shares of each
Portfolio are effected at the respective  net asset values per share  determined
as of the close of regular trading on the NYSE on that same day. Orders received
after  the  close  of  regular  trading  on the NYSE  are  effected  at the next
calculated  net asset value.  See "Net Asset Value." All orders for the purchase
of shares are  subject to  acceptance  or  rejection  by the Fund.  Payment  for
redemptions  will be made by the Fund's transfer agent on behalf of the Fund and
the relevant  Portfolios  within  seven days after the request is received.  The
Fund does not  assess  any fees,  either  when it sells or when it  redeems  its
shares. Surrender charges, mortality and expense risk fees and other charges may
be assessed by Participating  Insurance  Companies under the VA contracts or VLI
policies.  These  fees  should  be  described  in  the  Participating  Insurance
Companies'  prospectuses.  Any charges assessed by the Plans should be described
in the Plan documents.
    


                                       6
<PAGE>

                           DIVIDENDS AND DISTRIBUTIONS

   
   Each  Portfolio  will be treated  separately  in  determining  the amounts of
dividends of  investment  income and  distributions  of capital gains payable to
holders  of its  shares.  Dividends  and  distributions  will  be  automatically
reinvested  on the payment  date for each  shareholder's  account in  additional
shares of the  Portfolio  that paid the  dividend or  distribution  at net asset
value or, in the case of VA contracts and VLI policies,  will be paid in cash at
the election of the Participating Insurance Company. Dividends of the Portfolios
will be declared and paid annually.  Distributions  of any net realized  capital
gains earned by a Portfolio usually will be made annually after the close of the
fiscal year in which the gains are  earned.  Participating  Insurance  Companies
will be informed  about the amount and character of dividends and  distributions
from the relevant Portfolio for federal income tax purposes.
    

                                      TAXES

   Each Portfolio  will be treated as a separate  taxpayer with the result that,
for  federal  income tax  purposes,  the  amounts of net  investment  income and
capital gains earned will be determined on a Portfolio-by-Portfolio (rather than
on a Fund-wide) basis.

   The Fund intends that each Portfolio will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended) for each taxable year of each Portfolio. If so qualified, and providing
certain  distribution  requirements  are met, a Portfolio will not be subject to
federal  income tax on its net  investment  income and net capital gains that it
distributes to its shareholders.

   
   Dividends paid from net investment  income and  distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of a Portfolio.  Distributions  of net long-term  capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the Plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.
    

                                   PERFORMANCE

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

   Each Portfolio may include quotations of its "total return" in advertisements
or reports to shareholders or prospective  investors.  Total return figures show
the  aggregate  or  average  percentage  change in value of an  investment  in a
Portfolio  from the  beginning  date of the  measuring  period to the end of the
measuring period.  These figures reflect changes in the price of the Portfolio's
shares and assume that any income dividends  and/or capital gains  distributions
made by the  Portfolio  during  the  period  were  reinvested  in  shares of the
Portfolio. Figures will be given for recent 1, 5 and 10 year periods, and may by
given for other periods as well (such as from  commencement  of the  Portfolio's
operations,  or on a year-by-year  basis) and may utilize dollar cost averaging.
The Portfolio may also use "aggregate" total return figures for various periods,
representing  the  cumulative  change in value of an investment in the Portfolio
for the specific period (again  reflecting  changes in Portfolio share price and
assuming reinvestment of dividends and distributions) as well as "actual annual"
and  "annualized"  total return figures.  Total returns may be shown by means of
schedules,  charts  or  graphs,  and  may  indicate  subtotals  of  the  various
components of total return (i.e., change in value of initial investment,  income
dividends and capital  gains  distributions).  "Total  return" and "yield" for a
Portfolio will vary based on changes in market  conditions.  In addition,  since
the  deduction  of a  Portfolio's  expenses is reflected in the total return and
yield  figures,  "total return" and "yield" will also vary based on the level of
the Portfolio's expenses.

   The Statement of Additional  Information further describes the method used to
determine the yields and total return figures. Current yield and/or total return
quotations may be obtained by contacting the Fund.

   
   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
Plan.
    




                                       7
<PAGE>

                                  INVESTOR AND
                             SHAREHOLDER INFORMATION

   
    Investors and  shareholders may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolios, including current
performance  quotations,  as well as for assistance in selecting a Portfolio and
obtaining a Statement of Additional Information.  Holders of VA contracts or VLI
policies issued by Participating  Insurance  Companies and participants in Plans
for which  shares  of one or more  Portfolios  are the  investment  vehicle  may
receive from the  Participating  Insurance  Companies or Plan sponsor  unaudited
semi annual financial  statements and year-end  financial  statements audited by
the Fund's independent public accountants. Each report will show the investments
owned by each of the  Portfolios  and the market values of the  investments  and
will provide other  information  about the Fund and its  operations.  The Fund's
Annual  Report  as  of  December  31,  1994  contains   additional   performance
information  and is available  upon request and without charge by contacting the
Fund at the toll-free number listed above.
    



                                       8
<PAGE>


================================================================================

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations  other than those  contained in this Prospectus or the Statement
of Additional  Information 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 lawfully be made.

                                   ----------

Investment Manager:
Fred Alger Management, Inc.
75 Maiden Lane
New York, New York 10038

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

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

Independent Public Accountants:
Arthur Andersen LLP
1345 Avenue of the Americas
New York, New York 10105

================================================================================






================================================================================


                                   THE
                                 ALGER  Meeting the challenge
                              AMERICAN  of investing
                                  FUND



                                 Alger American
                         Small Capitalization Portfolio

                                 Alger American
                                Growth Portfolio

                                 Alger American
                             MidCap Growth Portfolio

                                 Alger American
                           Leveraged AllCap Portfolio


   
                            PROSPECTUS  July 31, 1995
    



================================================================================
<PAGE>



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


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



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

     The Alger American Fund (the "Fund") is a registered  investment company--a
mutual fund--that presently offers interests in six portfolios.  This Prospectus
sets forth information about the Alger American Small  Capitalization  Portfolio
(the  "Portfolio").  The  Portfolio  seeks  long-term  capital  appreciation  by
investing in a diversified,  actively  managed  portfolio of equity  securities,
primarily of companies with total market capitalization of less than $1 billion.

   
     Shares  of the  Portfolio  are  offered  as a pooled  funding  vehicle  for
insurance  companies  writing  all  types of  variable  annuity  contracts  ("VA
contracts") and variable life insurance  policies ("VLI  policies") and may also
be offered directly to qualified pension and retirement plans (the "Plans"). See
"The Alger American Small Capitalization Portfolio."
    

     Shares of the Portfolio are not deposits or  obligations  of, or guaranteed
or endorsed by any bank, and the shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.

   
     This Prospectus,  which should be retained for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts  and VLI policies or with the Plan  documents.  A "Statement of
Additional Information" dated July 31, 1995 containing further information about
all the portfolios of the Fund, including the Portfolio, has been filed with the
Securities and Exchange  Commission and is  incorporated  by reference into this
Prospectus.  It is available at no charge by contacting  the Fund at the address
or phone number above.
    


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



================================================================================
          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.
================================================================================

   
                                  July 31, 1995
    

<PAGE>


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

                                    CONTENTS

                                                                          Page
                                                                          ----

   
    Portfolio Expenses .................................................   iii
    Financial Highlights ...............................................   iv
    The Alger American Small Capitalization
      Portfolio ........................................................   1
    Participating Insurance Companies and Plans ........................   1
    Investment Objective and Policies ..................................   1
    Investment Practices ...............................................   2
    Management of the Fund .............................................   2
    Net Asset Value ....................................................   4
    Purchases and Redemptions ..........................................   4
    Dividends and Distributions ........................................   4
    Taxes ..............................................................   5
    Performance ........................................................   5
    Investor and Shareholder Information ...............................   5
    
- --------------------------------------------------------------------------------



                                       ii

<PAGE>


- --------------------------------------------------------------------------------
Portfolio Expenses

   
   The Table below is designed to assist you in understanding  the various costs
and  expenses  that you will bear as a  shareholder.  The Table does not reflect
charges and deductions which are, or may be, imposed under the VA contracts, VLI
policies or Plans;  such charges and  deductions are described in the prospectus
for the VA contract or VLI policy  accompanying  this  prospectus or in the Plan
documents.
    

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


Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases .................................  None
Maximum Sales Load Imposed on Reinvested Dividends ......................  None
Deferred Sales Load .....................................................  None
Redemption Fees .........................................................  None

Annual Portfolio Operating Expenses (as a percentage of average net assets)
Management Fees .........................................................   .85%
12b-1 Fees ..............................................................   --
Other Expenses ..........................................................   .11%
                                                                           ----
Total Portfolio Operating Expenses ......................................   .96%
                                                                           ====
Example
You would pay the following expenses on a $1,000 investment, assuming (1)
  5% annual return and (2) redemption at the end of each time period:
One Year ................................................................  $ 10
Three Years .............................................................    31
Five Years ..............................................................    53
Ten Years ...............................................................   118

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



                                      iii
<PAGE>


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

                              FINANCIAL HIGHLIGHTS

   The Financial  Highlights  for the years ended December 31, 1990 through 1994
have  been  audited  by Arthur  Andersen  LLP,  the  Fund's  independent  public
accountants,  as indicated in their report dated  February 2, 1995 on the Fund's
financial  statements  as of December  31, 1994 which are included in the Fund's
Statement of Additional Information.  The Financial Highlights should be read in
conjunction  with  the  Fund's  financial  statements  and  notes  thereto.  The
Financial  Highlights,  with the exception of the total return information,  for
the  periods  ended  December  31,  1989 and 1988  have  been  audited  by other
independent accountants,  who have expressed an unqualified opinion thereon. The
Statement  of  Additional  Information  may be  obtained  from the fund  without
charge.


THE ALGER AMERICAN FUND

SMALL CAPITALIZATION PORTFOLIO

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

For a share outstanding throughout the period
- --------------------------------------------------------------------------------------------------------------------------------
                                                                      Year Ended December 31,
                                   --------------------------------------------------------------------------------------
                                     1994          1993        1992        1991        1990        1989         1988(iii)
                                   --------      --------    --------    --------    --------    --------       ---------
<S>                                <C>           <C>         <C>         <C>         <C>         <C>            <C>     
Net asset value, beginning
  of year .......................  $  30.88      $  27.26    $  26.79    $  17.02    $  15.79    $   9.60       $  10.00
                                   --------      --------    --------    --------    --------    --------       --------
Net investment income (loss) ....     (0.03)(i)     (0.05)      (0.06)      (0.03)       0.02        0.04           0.06
Net realized and unrealized
  gain (loss)
  on investments ................     (1.45)         3.67        0.91        9.82        1.35        6.15          (0.40)
                                   --------      --------    --------    --------    --------    --------       --------
  Total from investment
    operations ..................     (1.48)         3.62        0.85        9.79        1.37        6.19          (0.34)
                                   --------      --------    --------    --------    --------    --------       --------
Dividends from net
  investment income .............      --            --          --         (0.02)      (0.01)       --            (0.06)
Distributions from
  net realized gains ............     (2.09)         --         (0.38)       --         (0.13)       --             --
                                   --------      --------    --------    --------    --------    --------       --------
  Total Distributions ...........     (2.09)         --         (0.38)      (0.02)      (0.14)       --            (0.06)
                                   --------      --------    --------    --------    --------    --------       --------
Net asset value, end of year ....  $  27.31      $  30.88    $  27.26    $  26.79    $  17.02    $  15.79       $   9.60
                                   ========      ========    ========    ========    ========    ========       ========
Total Return ....................     (4.38%)       13.28%       3.55%      57.54%       8.71%      64.48%(ii)     (3.35%)(ii)
                                   ========      ========    ========    ========    ========    ========       ========

Ratios and Supplemental Data:
  Net assets, end of year
    (000's omitted) .............  $397,037      $238,850    $135,718    $ 56,798    $  7,149    $    569       $     39
                                   ========      ========    ========    ========    ========    ========       ========

  Ratio of expenses to average
    net assets ..................      0.96%         1.03%       0.98%       1.06%       1.50%       1.50%          1.50%
                                   ========      ========    ========    ========    ========    ========       ========
  Decrease reflected in above
    expense ratios due to expense
    reimbursements ..............      --            --          --          --          0.33%       9.15%         12.31%
                                   ========      ========    ========    ========    ========    ========       ========
  Ratio of net investment income
    (loss) to average net assets      (0.10%)       (0.35%)     (0.37%)     (0.12%)      0.50%       1.11%          2.27%
                                   ========      ========    ========    ========    ========    ========       ========
  Portfolio Turnover Rate .......    117.61%       148.07%     108.06%     125.90%     132.46%     133.61%         20.86%
                                   ========      ========    ========    ========    ========    ========       ========
</TABLE>



- --------------------------------------------------------------------------------
  (i) Amount was computed based on average shares outstanding during the period.
 (ii) Unaudited.
(iii) For the period September 21, 1988 (commencement of operations) to December
      31,  1988.  Ratios  have  been  annualized;  total  return  has  not  been
      annualized.

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


                                       iv
<PAGE>

                            THE ALGER AMERICAN SMALL
                            CAPITALIZATION PORTFOLIO

   
   The Portfolio is designed to permit  insurance  companies that issue variable
annuity  contracts ("VA  contracts") and variable life insurance  policies ("VLI
policies") to offer contract and policy  holders the  opportunity to participate
in the  performance of the  Portfolio.  Upon receipt by the Fund of an exemptive
order (the  "Order")  for which an  application  is  currently  pending with the
Securities and Exchange Commission,  the Portfolio may also be a funding vehicle
for qualified pension and retirement plans (the "Plans") which elect to make the
Portfolio an investment  option for Plan  participants.  If the Order is issued,
the Portfolio will, without notice to shareholders,  accept orders from Plans to
purchase shares of the Portfolio.
    

   The Fund is a diversified, open-end management investment company that offers
a selection of six portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  portfolios at
any time.

   
                             PARTICIPATING INSURANCE
                               COMPANIES AND PLANS

   The  Portfolio is intended to be a funding  vehicle for VA contracts  and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance  Companies")  and, if the Order is issued,
Plans.  Individuals  cannot invest in the Portfolio  directly but may do so only
through a VA contract or VLI policy or, if the Order is issued, a Plan. The Fund
currently does not foresee any  disadvantages to the holders of VA contracts and
VLI  Policies  arising  from the fact that the  interests  of the  holders of VA
contracts  and  VLI  policies  may  differ,  that  the  Participating  Insurance
Companies may not be affiliated  with each other or that the Portfolio may offer
its shares to Plans. Nevertheless,  the Fund's Trustees intend to monitor events
in order to identify any material  irreconcilable  conflicts  which may possibly
arise  due to  differences  of tax  treatment  or other  considerations,  and to
determine what action, if any, should be taken in response to such conflicts. If
such a  conflict  were to occur,  one or more  Participating  Insurance  Company
separate accounts or Plans might withdraw its investment in the Portfolio, which
may cause the Portfolio to sell portfolio securities at disadvantageous  prices.
The VA contracts  and VLI policies  are  described in the separate  prospectuses
issued by the Participating Insurance Companies,  and the Plans are described in
the Plan  documents  made  available by the Plan  sponsors.  The Fund assumes no
responsibility for such prospectuses or Plan documents.
    

                       INVESTMENT OBJECTIVES AND POLICIES

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

   As a matter of fundamental  policy,  the Portfolio will not: (1) with respect
to 75% of its total  assets,  invest more than 5% of its total assets in any one
issuer, except for obligations issued or guaranteed by the U.S. Government,  its
agencies or instrumentalities ("U.S. Government securities");  (2) own more than
10% of the outstanding  voting  securities of any company,  (3) invest more than
10% of its net  assets in  securities  that are not  readily  marketable  and in
repurchase  agreements  with maturities of more than seven days; (4) invest more
than 25% of its total  assets in any one  industry,  except for U.S.  Government
securities;  (5) borrow  money or pledge its  assets,  except for  temporary  or
emergency  purposes,  in an  amount  exceeding  10% of  its  total  assets.  The
Statement of Additional Information contains additional investment  restrictions
as well as information on the Portfolio's investment practices.

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

In General

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



                                       1
<PAGE>

   Investing in smaller,  newer  issuers  generally  involves  greater risk than
investing in larger, more established issuers.  Companies in which the Portfolio
is likely  to invest  may have  limited  product  lines,  markets  or  financial
resources and may lack  management  depth.  The securities in such companies may
have limited  marketability  and may be subject to more abrupt or erratic market
movements than securities of larger,  more  established  companies or the market
averages in general.  Accordingly,  an  investment  in the  Portfolio may not be
appropriate for all investors.



                              INVESTMENT PRACTICES

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

Repurchase Agreements

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

Illiquid and Restricted Securities

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


Lending of Portfolio Securities

   In order to generate  income and to offset  expenses,  the Portfolio may lend
portfolio  securities with a value up to 331/3% of the Portfolio's  total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.


Foreign Securities

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

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

Other Investments

   In addition to the  securities and investment  techniques  listed above,  the
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes. See "Investment  Objectives and Policies"
in the Statement of Additional Information.

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.
Increased  portfolio turnover will have the effect of increasing the Portfolio's
brokerage and custodial expenses.



                             MANAGEMENT OF THE FUND

Organization

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Fund's portfolios, including the Portfolio.

                                       2
<PAGE>

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

   
   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the Portfolio to Participating Insurance Companies and,
if the Order is issued,  Plans, so that only Participating  Insurance  Companies
and their  separate  accounts and Plans will be considered  shareholders  of the
Portfolio.  Although the  Participating  Insurance  Companies and their separate
accounts and the Plans are the  shareholders  or  investors,  the  Participating
Insurance Companies will pass through voting rights to their VA contract and VLI
policy holders.  Plan sponsors may or may not pass through voting rights to Plan
participants,  depending on the terms of the Plan's governing  documents.  For a
discussion  of  voting  rights,  please  refer  to the  Participating  Insurance
Companies' prospectuses or the Plan documents.
    

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of  the
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a portfolio of
the Fund is required on any matter affecting the portfolio on which shareholders
are entitled to vote,  such as approval of a  portfolio's  agreement  with Alger
Management.  Shareholders  of one portfolio are not entitled to vote on a matter
that does not affect that portfolio but that does require a separate vote of the
other portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of
shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting  called for that  purpose.  The  Trustees  are  required  to call such a
meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.


Board of Trustees

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

Investment Manager

   Alger Management is the Fund's investment  manager and is responsible for the
overall  administration of the Fund,  subject to the supervision of the Board of
Trustees. Alger Management makes investment decisions for the Portfolio,  places
orders to purchase and sell  securities  on behalf of the  Portfolio and selects
broker-dealers  that, in its judgment,  provide prompt and reliable execution at
favorable  prices and reasonable  commission  rates. It is anticipated  that the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  will serve as the Fund's  broker in  effecting
substantially  all of the Portfolio's  transactions on securities  exchanges and
will retain commissions in accordance with certain regulations of the Securities
and Exchange  Commission.  In addition,  Alger Management  employs  professional
securities  analysts who provide research services  exclusively to the Portfolio
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.

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


Portfolio Managers

   David D. Alger,  President of Alger Management,  is primarily responsible for
the  day-to-day  management  of the  Portfolio.  He has been  employed  by Alger
Management as Executive  Vice  President and Director of Research since 1971 and
as  President  since 1995 and he serves as  portfolio  manager for other  mutual
funds and investment accounts managed by Alger Management. Also participating in
the  management of the Portfolio are Ronald Tartaro and Seilai Khoo. Mr. Tartaro
has been  employed  by Alger  Management  since  1990 and he  serves as a senior
research analyst.  Prior to 1990, he was a member of the technical staff at AT&T
Bell Laboratories. Ms. Khoo has been employed by Alger Management since 1989 and
she serves as a senior research analyst.

   Fund  personnel  ("Access  Persons")  are  permitted  to engage  in  personal
securities transactions subject to the restrictions and procedures of the Fund's
Code of Ethics.  Pursuant to the Code of Ethics,  Access Persons  generally must
preclear all personal  securities  transactions prior to trading and are subject


                                       3
<PAGE>

to certain  prohibitions on personal  trading.  You can get a copy of the Fund's
Code of Ethics by calling the Fund toll-free at (800) 992-3863.

Fees

   The Portfolio pays Alger  Management a management fee computed daily and paid
monthly at an annual rate of .85% of the value of the Portfolio's  average daily
net  assets.  This  management  fee is  higher  than  that  paid by  most  other
investment companies; however, such fee does not exceed those paid by funds with
similar investment objectives.

   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates  whose customers hold shares of the Portfolio for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of
up to .30% of the net asset value of shares held by those customers depending on
the nature, extent and quality of the services provided, will be paid from Alger
Management's own resources and not from the assets of the Portfolio.

Expenses

   The  Portfolio  pays  expenses  related  to its  daily  operations,  such  as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolio to the extent that the annual operating expenses (excluding  interest,
taxes, fees for brokerage  services and extraordinary  expenses) exceed 1.50% of
the average  daily net assets for any fiscal  year.  In  addition,  from time to
time, Alger Management, in its sole discretion and as it deems appropriate,  may
assume  certain  expenses of the  Portfolio  while  retaining  the ability to be
reimbursed  by the  Portfolio  for such  amounts  prior to the end of the fiscal
year.  This will have the effect of lowering  the  Portfolio's  overall  expense
ratio and of increasing  yield to investors,  or the converse,  at the time such
amounts are assumed or reimbursed,  as the case may be. More  information  about
the Portfolio's  investment  management agreement and other expenses paid by the
Portfolio is included in the Statement of Additional Information.

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

Distributor

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

Transfer Agent

   Alger Shareholder Services, Inc., an affiliate of Alger Management, serves as
transfer agent for the Fund.

                                 NET ASSET VALUE

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

                            PURCHASES AND REDEMPTIONS

   
   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding the purchase or redemption of the  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem  shares of the Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI Policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolio  but may invest in shares of the Portfolio  only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Portfolio.

   Orders  for  shares  of the  Portfolio  received  by the  Fund or the  Fund's
transfer  agent are effected on days on which the NYSE is open for trading.  For
orders received  before the close of regular trading on the NYSE,  purchases and
redemptions  of the shares of the Portfolio are effected at the  respective  net
asset values per share determined as of the close of regular trading on the NYSE
on the same day. Orders received after the close of regular trading on the NYSE,
are effected at the next calculated net asset value.  See "Net Asset Value." All
orders for the purchase of shares are subject to  acceptance or rejection by the
Fund.  Payment  for  redemptions  will be made by the Fund's  transfer  agent on
behalf of the Fund and the  Portfolio  within  seven days  after the  request is
received.  Neither the Fund nor the Portfolio  assesses any fees, either when it
sells or when it redeems the Portfolio's  shares.  Surrender charges,  mortality
and  expense  risk fees and  other  charges  may be  assessed  by  Participating
Insurance Companies under the VA contracts or VLI policies. These fees should be
described in the Participating  Insurance Companies'  prospectuses.  Any Charges
assessed by the Plans should be described in the Plan documents.
    

       

                           DIVIDENDS AND DISTRIBUTIONS

   Dividends and distributions  will be automatically  reinvested on the payment
date for each shareholder's account in additional shares of the Portfolio at net


                                       4
<PAGE>

asset value or, in the case of VA contracts  and VLI  policies,  will be paid in
cash at the election of the Participating  Insurance  Company.  Dividends of the
Portfolio will be declared and paid annually.  Distributions of any net realized
capital  gains earned by the Portfolio  usually will be made annually  after the
close of the fiscal year in which the gains are earned.  Participating Insurance
Companies  will be informed  about the amount and  character  of  dividends  and
distributions from the Portfolio for federal income tax purposes.


                                      TAXES

   The Fund intends that the Portfolio  will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended)  for  each  taxable  year.  If  so  qualified,  and  providing  certain
distribution  requirements are met, the Portfolio will not be subject to federal
income  tax on  its  net  investment  income  and  net  capital  gains  that  it
distributes to its shareholders.

   
   Dividends paid from net investment  income and  distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of the Portfolio.  Distributions of net long-term capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the Plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.
    

                                   PERFORMANCE

   All performance figures are based on historical earnings and are not intended
to indicate future performance.

   The Portfolio may include  quotations of its "total return" and/or "yield" in
advertisements or reports to shareholders or prospective investors.  Both "total
return"  and/or  "yield"  figures are based on  historical  earnings and are not
intended to indicate future performance. Total return figures show the aggregate
or average percentage change in value of an investment in the Portfolio from the
beginning date of the measuring period to the end of the measuring period. These
figures reflect  changes in the price of the Portfolio's  shares and assume that
any income  dividends and/or capital gains  distributions  made by the Portfolio
during the period were  reinvested in shares of the  Portfolio.  Figures will be
given for recent 1, 5 and 10 year periods, and may be given for other periods as
well  (such  as  from  commencement  of  the  Portfolio's  operations,  or  on a
year-by-year basis). The Portfolio may also use "aggregate" total return figures
for  various  periods,  representing  the  cumulative  change  in  value  of  an
investment in the Portfolio for the specific period (again reflecting changes in
Portfolio share prices and assuming reinvestment of dividends and distributions)
as well as "actual annual" and "annualized" total return figures.  Total returns
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 the Portfolio  will vary based on changes in market  conditions.
In addition, since the deduction of the Portfolio's expenses is reflected in the
total return and yield figures,  "total return" and "yield" will also vary based
on the level of the Portfolio's expenses.

   
   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
plan.
    



                            INVESTOR AND SHAREHOLDER
                                   INFORMATION

   
   Investors and  shareholders  may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolio,  including current
performance  quotations,  as well as for  assistance in obtaining a Statement of
Additional  Information.  Holders  of VA  contracts  or VLI  policies  issued by
Participating  Insurance Companies and participants in Plans for which shares of
the  Portfolio  are the  investment  vehicle may receive from the  Participating
Insurance Companies or Plan sponsor unaudited  semi-annual  financial statements
and  year-end  financial  statements  audited by the Fund's  independent  public
accountants.  Each report will show the  investments  owned by the Portfolio and
the market values of the  investments and will provide other  information  about
the  Portfolio and its  operations.  The Fund's Annual Report as of December 31,
1994 contains additional  performance  information and is available upon request
and without charge by contacting the Fund at the toll-free number listed above.
    




                                       5
<PAGE>

================================================================================

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

                                   ----------

Investment Manager:
Fred Alger Management, Inc.
75 Maiden Lane
New York, New York 10038

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

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

Independent Public Accountants:
Arthur Andersen LLP
1345 Avenue of the Americas
New York, New York 10105





================================================================================





================================================================================


                                   THE
                                 ALGER  Meeting the challenge
                              AMERICAN  of investing
                                  FUND




                              ALGER AMERICAN SMALL
                            CAPITALIZATION PORTFOLIO







   
                            PROSPECTUS   July 31, 1995
    







================================================================================

<PAGE>



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


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


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


     The Alger American Fund (the "Fund") is a registered  investment company--a
mutual fund--that presently offers interests in six portfolios.  This Prospectus
sets forth  information  about the Alger American  MidCap Growth  Portfolio (the
"Portfolio"). The Portfolio seeks long-term capital appreciation by investing in
a diversified,  actively managed  portfolio of equity  securities,  primarily of
companies  with  total  market  capitalization  between  $750  million  and $3.5
billion.

   
     Shares  of the  Portfolio  are  offered  as a pooled  funding  vehicle  for
insurance  companies  writing  all  types of  variable  annuity  contracts  ("VA
contracts") and variable life insurance  policies ("VLI  policies") and may also
be offered directly to qualified pension and retirement plans (the "Plans"). See
"The Alger American MidCap Growth Portfolio."
    

     Shares of the Portfolio are not deposits or  obligations  of, or guaranteed
or endorsed by any bank, and the shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.

   
     This Prospectus,  which should be retained for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts  and VLI policies or with the Plan  documents.  A "Statement of
Additional Information" dated July 31, 1995 containing further information about
all the portfolios of the Fund, including the Portfolio, has been filed with the
Securities and Exchange  Commission and is  incorporated  by reference into this
Prospectus.  It is available at no charge by contacting  the Fund at the address
or phone number above.
    


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


================================================================================

          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.

================================================================================

   
                                  July 31, 1995
    


<PAGE>


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

                                    CONTENTS

                                                                            Page
                                                                            ----

   
Portfolio Expenses ........................................................  iii

Financial Highlights ......................................................   iv

The Alger American MidCap
  Growth Portfolio ........................................................    1

Participating Insurance Companies and Plans ...............................    1

Investment Objective and Policies .........................................    1

Investment Practices ......................................................    1

Management of the Fund ....................................................    2

Net Asset Value ...........................................................    4

Purchases and Redemptions .................................................    4

Dividends and Distributions ...............................................    4

Taxes .....................................................................    4

Performance ...............................................................    4

Investor and Shareholder Information ......................................    5
    
- --------------------------------------------------------------------------------


                                       ii


<PAGE>


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

Portfolio Expenses

   
     The Table  below is  designed  to  assist  you in  understanding  the
various costs and expenses that you will bear as a shareholder.  The Table
does not reflect  charges  and  deductions  which are, or may be,  imposed
under the VA contracts, VLI policies or Plans; such charges and deductions
are  described  in the  prospectus  for  the  VA  contract  or VLI  policy
accompanying this prospectus or in the Plan documents.
    

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

<TABLE>
<CAPTION>

Shareholder Transaction Expenses

<S>                                                                                    <C>
Maximum Sales Load Imposed on Purchases .........................................      None

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

Deferred Sales Load .............................................................      None

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


Annual Portfolio Operating Expenses (as a percentage of average net assets)

Management Fees .................................................................      .80%

12b-1 Fees ......................................................................        --

Other Expenses ..................................................................      .17%
                                                                                       --- 
Total Portfolio Operating Expenses ..............................................      .97%
                                                                                       === 

Example

You would pay the following expenses on a $1,000 investment,  assuming (1)
  5% annual return and (2) redemption at the end of each time period:

One Year ........................................................................      $ 10

Three Years .....................................................................        31

Five Years ......................................................................        54

Ten Years .......................................................................       119
</TABLE>
- --------------------------------------------------------------------------------


                                      iii


<PAGE>


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

                              FINANCIAL HIGHLIGHTS

     The Financial  Highlights for the periods ended December 31, 1993 and
1994 have been  audited by Arthur  Andersen  LLP,  the Fund's  independent
public accountants, as indicated in their report dated February 2, 1995 on
the Fund's financial statements as of December 31, 1994 which are included
in  the  Fund's  Statement  of  Additional   Information.   The  Financial
Highlights  should  be read  in  conjunction  with  the  Fund's  financial
statements and notes thereto. The Statement of Additional  Information may
be obtained from the fund without charge.


THE ALGER AMERICAN FUND
MIDCAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS


<TABLE>
<CAPTION>

For a share outstanding throughout the period
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                     From May 3, 1993
                                                                             Year Ended              (commencement of
                                                                            December 31,                operations)
                                                                                1994              to December 31, 1993(i)
                                                                            ------------          -----------------------
<S>                                                                           <C>                         <C>    
Net asset value, beginning of year...............................             $ 13.72                     $ 10.00
                                                                              -------                     -------
Net investment income (loss)...........................................          0.00(ii)                   (0.02)
Net realized and unrealized gain (loss) on investments.................         (0.21)                       3.88
                                                                              -------                     -------
  Total from investment operations.....................................         (0.21)                       3.86
Distributions from net realized gains..................................         (0.05)                      (0.14)
                                                                              -------                     -------
Net asset value, end of year.....................................             $ 13.46                     $ 13.72
                                                                              =======                     =======
Total Return...........................................................         (1.54%)                     38.67%
                                                                              =======                     =======

Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)........................             $62,178                     $21,301
                                                                              =======                     =======
  Ratio of expenses to average net assets..............................          0.97%                       1.50%
                                                                              =======                     =======
  Decrease reflected in above expense ratios due to expense
    reimbursements.....................................................            --                        0.03%
                                                                              =======                     =======
  Ratio of net investment income (loss) to average net assets..........          0.03%                      (0.58%)
                                                                              =======                     =======
  Portfolio Turnover Rate..............................................         83.96%                      67.22%
                                                                              =======                     =======


 (i) Ratios have been annualized; total return has not been annualized.
(ii) Amount was computed based on average shares outstanding during the period.
</TABLE>
- --------------------------------------------------------------------------------


                                       iv


<PAGE>


                            THE ALGER AMERICAN MIDCAP
                                GROWTH PORTFOLIO

   
   The Portfolio is designed to permit  insurance  companies that issue variable
annuity  contracts ("VA  contracts") and variable life insurance  policies ("VLI
policies") to offer contract and policy  holders the  opportunity to participate
in the  performance of the  Portfolio.  Upon receipt by the Fund of an exemptive
order (the  "Order")  for which an  application  is  currently  pending with the
Securities and Exchange Commission,  the Portfolio may also be a funding vehicle
for qualified pension and retirement plans (the "Plans") which elect to make the
Portfolio an investment  option for Plan  participants.  If the Order is issued,
the Portfolio will, without notice to shareholders,  accept orders from Plans to
purchase shares of the Portfolio.
    

   The Fund is a diversified, open-end management investment company that offers
a selection of six portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  portfolios at
any time.


   
                             PARTICIPATING INSURANCE
                               COMPANIES AND PLANS

   The  Portfolio is intended to be a funding  vehicle for VA contracts  and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance  Companies")  and, if the Order is issued,
Plans.  Individuals  cannot invest in the Portfolio  directly but may do so only
through a VA contract or VLI policy or, if the Order is issued, a Plan. The Fund
currently does not foresee any  disadvantages to the holders of VA contracts and
VLI  Policies  arising  from the fact that the  interests  of the  holders of VA
contracts  and  VLI  policies  may  differ,  that  the  Participating  Insurance
Companies may not be affiliated  with each other or that the Portfolio may offer
its shares to Plans. Nevertheless,  the Fund's Trustees intend to monitor events
in order to identify any material  irreconcilable  conflicts  which may possibly
arise  due to  differences  of tax  treatment  or other  considerations,  and to
determine what action, if any, should be taken in response to such conflicts. If
such a  conflict  were to occur,  one or more  Participating  Insurance  Company
separate accounts or Plans might withdraw its investment in the Portfolio, which
may cause the Portfolio to sell portfolio securities at disadvantageous  prices.
The VA contracts  and VLI policies  are  described in the separate  prospectuses
issued by the Participating Insurance Companies,  and the Plans are described in
the Plan  documents  made  available by the Plan  sponsors.  The Fund assumes no
responsibility for such prospectuses or Plan documents.
    



                       INVESTMENT OBJECTIVES AND POLICIES

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

   As a matter of fundamental  policy,  the Portfolio will not: (1) with respect
to 75% of its total  assets,  invest more than 5% of its total assets in any one
issuer, except for obligations issued or guaranteed by the U.S. Government,  its
agencies or instrumentalities ("U.S. Government securities");  (2) own more than
10% of the outstanding  voting  securities of any company,  (3) invest more than
10% of its net  assets in  securities  that are not  readily  marketable  and in
repurchase  agreements  with maturities of more than seven days; (4) invest more
than 25% of its total  assets in any one  industry,  except for U.S.  Government
securities;  (5) borrow  money or pledge its  assets,  except for  temporary  or
emergency  purposes,  in an  amount  exceeding  10% of  its  total  assets.  The
Statement of Additional Information contains additional investment  restrictions
as well as information on the Portfolio's investment practices.

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


In General

   The  Portfolio  seeks  to  achieve  its  objective  by  investing  in  equity
securities,  such as common or preferred stocks, or securities  convertible into
or  exchangeable  for equity  securities,  including  warrants  and rights.  The
Portfolio  will invest  primarily in companies  whose  securities  are traded on
domestic stock exchanges or in the over-the-counter  market. These companies may
still be in the  developmental  stage,  may be older companies that appear to be
entering  a new stage of growth  progress  owing to factors  such as  management
changes  or  development  of  new  technology,  products  or  markets  or may be
companies providing products or services with a high unit volume growth rate. In


                                       1


<PAGE>


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


                              INVESTMENT PRACTICES

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

Repurchase Agreements

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

Illiquid and Restricted Securities

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

Lending of Portfolio Securities

   In order to generate  income and to offset  expenses,  the Portfolio may lend
portfolio  securities with a value up to 331/3% of the Portfolio's  total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.

Foreign Securities

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

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

Other Investments

   In addition to the  securities and investment  techniques  listed above,  the
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes. See "Investment  Objectives and Policies"
in the Statement of Additional Information.

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.
Increased  portfolio turnover will have the effect of increasing the Portfolio's
brokerage and custodial expenses.

                             MANAGEMENT OF THE FUND

Organization

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Fund's portfolios, including the Portfolio.

   Although the Fund is not required by law to hold annual shareholder meetings,
it may hold meetings from time to time on important  matters,  and  shareholders
have the right to call a meeting  to remove a Trustee  or to take  other  action


                                       2


<PAGE>


described in the Trust's Declaration of Trust. Shareholders of the Portfolio may
vote only on matters that affect the Portfolio.

   
   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the Portfolio to Participating Insurance Companies and,
if the Order is issued,  Plans, so that only Participating  Insurance  Companies
and their  separate  accounts and Plans will be considered  shareholders  of the
Portfolio.  Although the  Participating  Insurance  Companies and their separate
accounts and the Plans are the  shareholders  or  investors,  the  Participating
Insurance Companies will pass through voting rights to their VA contract and VLI
policy holders.  Plan sponsors may or may not pass through voting rights to Plan
participants,  depending on the terms of the Plan's governing  documents.  For a
discussion  of  voting  rights,  please  refer  to the  Participating  Insurance
Companies' prospectuses or the Plan documents.
    

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of  the
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a portfolio of
the Fund is required on any matter affecting the portfolio on which shareholders
are entitled to vote,  such as approval of a  portfolio's  agreement  with Alger
Management.  Shareholders  of one portfolio are not entitled to vote on a matter
that does not affect that portfolio but that does require a separate vote of the
other portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of
shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting  called for that  purpose.  The  Trustees  are  required  to call such a
meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.

Board of Trustees

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

Investment Manager

   Alger Management is the Fund's investment  manager and is responsible for the
overall  administration of the Fund,  subject to the supervision of the Board of
Trustees. Alger Management makes investment decisions for the Portfolio,  places
orders to purchase and sell  securities  on behalf of the  Portfolio and selects
broker-dealers  that, in its judgment,  provide prompt and reliable execution at
favorable  prices and reasonable  commission  rates. It is anticipated  that the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  will serve as the Fund's  broker in  effecting
substantially  all of the Portfolio's  transactions on securities  exchanges and
will retain commissions in accordance with certain regulations of the Securities
and Exchange  Commission.  In addition,  Alger Management  employs  professional
securities  analysts who provide research services  exclusively to the Portfolio
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.

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

Portfolio Managers

   David D. Alger,  President of Alger Management,  is primarily responsible for
the  day-to-day  management  of the  Portfolio.  He has been  employed  by Alger
Management as Executive  Vice  President and Director of Research since 1971 and
as  President  since 1995 and he serves as  portfolio  manager for other  mutual
funds and investment accounts managed by Alger Management. Also participating in
the  management of the Portfolio are Ronald Tartaro and Seilai Khoo. Mr. Tartaro
has been  employed  by Alger  Management  since  1990 and he  serves as a senior
research analyst.  Prior to 1990, he was a member of the technical staff at AT&T
Bell Laboratories. Ms. Khoo has been employed by Alger Management since 1989 and
she serves as a senior research analyst.

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

Fees

   The Portfolio pays Alger  Management a management fee computed daily and paid
monthly at an annual rate of .80% of the value of the Portfolio's  average daily


                                       3


<PAGE>


net  assets.  This  management  fee is  higher  than  that  paid by  most  other
investment companies; however, such fee does not exceed those paid by funds with
similar investment objectives.

   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates  whose customers hold shares of the Portfolio for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of
up to .30% of the net asset value of shares held by those customers depending on
the nature, extent and quality of the services provided, will be paid from Alger
Management's own resources and not from the assets of the Portfolio.

Expenses

   The  Portfolio  pays  expenses  related  to its  daily  operations,  such  as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolio to the extent that the annual operating expenses (excluding  interest,
taxes, fees for brokerage  services and extraordinary  expenses) exceed 1.50% of
the average  daily net assets for any fiscal  year.  In  addition,  from time to
time, Alger Management, in its sole discretion and as it deems appropriate,  may
assume  certain  expenses of the  Portfolio  while  retaining  the ability to be
reimbursed  by the  Portfolio  for such  amounts  prior to the end of the fiscal
year.  This will have the effect of lowering  the  Portfolio's  overall  expense
ratio and of increasing  yield to investors,  or the converse,  at the time such
amounts are assumed or reimbursed,  as the case may be. More  information  about
the Portfolio's  investment  management agreement and other expenses paid by the
Portfolio is included in the Statement of Additional Information.

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

Distributor

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

Transfer Agent

   Alger Shareholder Services, Inc., an affiliate of Alger Management, serves as
transfer agent for the Fund.

                                 NET ASSET VALUE

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

                            PURCHASES AND REDEMPTIONS

   
   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding the purchase or redemption of the  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem  shares of the Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI Policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolio  but may invest in shares of the Portfolio  only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Portfolio.

   Orders  for  shares  of the  Portfolio  received  by the  Fund or the  Fund's
transfer  agent are effected on days on which the NYSE is open for trading.  For
orders received  before the close of regular trading on the NYSE,  purchases and
redemptions  of the shares of the Portfolio are effected at the  respective  net
asset values per share determined as of the close of regular trading on the NYSE
on the same day. Orders received after the close of regular trading on the NYSE,
are effected at the next calculated net asset value.  See "Net Asset Value." All
orders for the purchase of shares are subject to  acceptance or rejection by the
Fund.  Payment  for  redemptions  will be made by the Fund's  transfer  agent on
behalf of the Fund and the  Portfolio  within  seven days  after the  request is
received.  Neither the Fund nor the Portfolio  assesses any fees, either when it
sells or when it redeems the Portfolio's  shares.  Surrender charges,  mortality
and  expense  risk fees and  other  charges  may be  assessed  by  Participating
Insurance Companies under the VA contracts or VLI policies. These fees should be
described in the Participating  Insurance Companies'  prospectuses.  Any charges
assessed by the Plans should be described in the Plan documents.
    

       

                           DIVIDENDS AND DISTRIBUTIONS

   Dividends and distributions  will be automatically  reinvested on the payment
date for each shareholder's account in additional shares of the Portfolio at net
asset value or, in the case of VA contracts  and VLI  policies,  will be paid in


                                       4


<PAGE>


cash at the election of the Participating  Insurance  Company.  Dividends of the
Portfolio will be declared and paid annually.  Distributions of any net realized
capital  gains earned by the Portfolio  usually will be made annually  after the
close of the fiscal year in which the gains are earned.  Participating Insurance
Companies  will be informed  about the amount and  character  of  dividends  and
distributions from the Portfolio for federal income tax purposes.

                                      TAXES

   The Fund intends that the Portfolio  will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended)  for  each  taxable  year.  If  so  qualified,  and  providing  certain
distribution  requirements are met, the Portfolio will not be subject to federal
income  tax on  its  net  investment  income  and  net  capital  gains  that  it
distributes to its shareholders.


   
   Dividends paid from net investment  income and  distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of the Portfolio.  Distributions of net long-term capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the Plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.
    

                                   PERFORMANCE

   All performance figures are based on historical earnings and are not intended
to indicate future performance.

   The Portfolio may include  quotations of its "total return" and/or "yield" in
advertisements or reports to shareholders or prospective investors.  Both "total
return"  and/or  "yield"  figures are based on  historical  earnings and are not
intended to indicate future performance. Total return figures show the aggregate
or average percentage change in value of an investment in the Portfolio from the
beginning date of the measuring period to the end of the measuring period. These
figures reflect  changes in the price of the Portfolio's  shares and assume that
any income  dividends and/or capital gains  distributions  made by the Portfolio
during the period were  reinvested in shares of the  Portfolio.  Figures will be
given for recent 1, 5 and 10 year periods, and may be given for other periods as
well  (such  as  from  commencement  of  the  Portfolio's  operations,  or  on a
year-by-year basis). The Portfolio may also use "aggregate" total return figures
for  various  periods,  representing  the  cumulative  change  in  value  of  an
investment in the Portfolio for the specific period (again reflecting changes in
Portfolio share prices and assuming reinvestment of dividends and distributions)
as well as "actual annual" and "annualized" total return figures.  Total returns
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 the Portfolio  will vary based on changes in market  conditions.
In addition, since the deduction of the Portfolio's expenses is reflected in the
total return and yield figures,  "total return" and "yield" will also vary based
on the level of the Portfolio's expenses.

   
   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
Plan.
    

                            INVESTOR AND SHAREHOLDER
                                   INFORMATION

   
   Investors and  shareholders  may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolio,  including current
performance  quotations,  as well as for  assistance in obtaining a Statement of
Additional  Information.  Holders  of VA  contracts  or VLI  policies  issued by
Participating  Insurance Companies and participants in Plans for which shares of
the  Portfolio  are the  investment  vehicle may receive from the  Participating
Insurance Companies or Plan sponsor unaudited  semi-annual  financial statements
and  year-end  financial  statements  audited by the Fund's  independent  public
accountants.  Each report will show the  investments  owned by the Portfolio and
the market values of the  investments and will provide other  information  about
the  Portfolio and its  operations.  The Fund's Annual Report as of December 31,
1994 contains additional  performance  information and is available upon request
and without charge by contacting the Fund at the toll-free number listed above.
    


                                       5


<PAGE>


================================================================================

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

                                   ----------

Investment Manager:
Fred Alger Management, Inc.
75 Maiden Lane
New York, New York 10038

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

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

Independent Public Accountants:
Arthur Andersen LLP
1345 Avenue of the Americas
New York, New York 10105

================================================================================




================================================================================
                                 THE
                               ALGER  Meeting the challenge
                            AMERICAN  of investing
                                FUND




                              ALGER AMERICAN MIDCAP
                                GROWTH PORTFOLIO








   
                            PROSPECTUS  July 31, 1995
    
================================================================================


<PAGE>


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


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


                         ALGER AMERICAN GROWTH PORTFOLIO
================================================================================

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

   
     Shares  of the  Portfolio  are  offered  as a pooled  funding  vehicle  for
insurance  companies  writing  all  types of  variable  annuity  contracts  ("VA
contracts") and variable life insurance  policies ("VLI  policies") and may also
be offered directly to qualified pension and retirement plans (the "Plans"). See
"The Alger American Growth Portfolio."
    

     Shares of the Portfolio are not deposits or  obligations  of, or guaranteed
or endorsed by any bank, and the shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.

   
     This Prospectus,  which should be retained for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts  and VLI policies or with the Plan  documents.  A "Statement of
Additional Information" dated July 31, 1995 containing further information about
all the portfolios of the Fund, including the Portfolio, has been filed with the
Securities and Exchange  Commission and is  incorporated  by reference into this
Prospectus.  It is available at no charge by contacting  the Fund at the address
or phone number above.
    


           FRED ALGER                                FRED ALGER            
           MANAGEMENT,  Investment Manger             & COMPANY, Distributor
                  INC.                             INCORPORATED            
                                                  

================================================================================
          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.
================================================================================

   
                                  July 31, 1995
    


<PAGE>


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

                                    CONTENTS
                                                                          Page
                                                                          ----
   
    Portfolio Expenses ..................................................  iii
    Financial Highlights ................................................  iv
    The Alger American Growth
      Portfolio .........................................................  1
    Participating Insurance Companies and Plans .........................  1
    Investment Objective and Policies ...................................  1
    Investment Practices ................................................  2
    Management of the Fund ..............................................  2
    Net Asset Value .....................................................  4
    Purchases and Redemptions ...........................................  4
    Dividends and Distributions .........................................  4
    Taxes ...............................................................  5
    Performance .........................................................  5
    Investor and Shareholder Information ................................  5
    
- --------------------------------------------------------------------------------


                                       ii

<PAGE>


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

Portfolio Expenses

   
     The Table  below is  designed  to assist you in  understanding  the various
costs and  expenses  that you will  bear as a  shareholder.  The Table  does not
reflect  charges  and  deductions  which are,  or may be,  imposed  under the VA
contracts,  VLI policies or Plans;  such charges and deductions are described in
the prospectus for the VA contract or VLI policy accompanying this prospectus or
in the Plan documents.
    

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


Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases .................................  None
Maximum Sales Load Imposed on Reinvested Dividends ......................  None
Deferred Sales Load .....................................................  None
Redemption Fees .........................................................  None

Annual Portfolio Operating Expenses (as a percentage of average net assets)
Management Fees .........................................................   .75%
12b-1 Fees ..............................................................   --
Other Expenses ..........................................................   .11%
                                                                           ----
Total Portfolio Operating Expenses ......................................   .86%
                                                                           ====

Example
You would pay the following expenses on a $1,000 investment,  assuming (1)
  5% annual return and (2) redemption at the end of each time period:
One Year ................................................................  $  9
Three Years .............................................................    27
Five Years ..............................................................    48
Ten Years ...............................................................   106

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


                                      iii
<PAGE>


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

                              FINANCIAL HIGHLIGHTS

     The Financial Highlights for the years ended December 31, 1990 through 1994
have  been  audited  by Arthur  Andersen  LLP,  the  Fund's  independent  public
accountants,  as indicated in their report dated  February 2, 1995 on the Fund's
financial  statements  as of December  31, 1994 which are included in the Fund's
Statement of Additional Information.  The Financial Highlights should be read in
conjunction  with  the  Fund's  financial  statements  and  notes  thereto.  The
Financial  Highlights,  with the exception of the total return information,  for
the period  ended  December  31,  1989 have been  audited  by other  independent
accountants, who have expressed an unqualified opinion thereon. The Statement of
Additional Information may be obtained from the fund without charge.


THE ALGER AMERICAN FUND
GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

For a share outstanding throughout the period
- -------------------------------------------------------------------------------------------------------------------
                                                               Year Ended December 31,
                                  ---------------------------------------------------------------------------------
                                    1994            1993            1992         1991         1990         1989(ii)
                                  ---------       --------        --------     --------     --------     ----------
<S>                               <C>              <C>            <C>          <C>            <C>         <C>    
Net asset value, beginning
  of year.......................  $   24.67        $ 20.17        $ 18.00      $ 12.86        $12.41      $ 10.00
                                  ---------        -------        -------      -------        ------       ------
Net investment income...........       0.07           0.03           0.03         0.08(i)       0.07         0.09
Net realized and unrealized
  gain on investments...........       0.15           4.50           2.19         5.11          0.44         2.32
                                  ---------        -------        -------      -------        ------       ------
  Total from investment
    operations..................       0.22           4.53           2.22         5.19          0.51         2.41
                                  ---------        -------        -------      -------        ------       ------
Dividends from net investment
  income........................      (0.03)         (0.03)         (0.03)       (0.05)        (0.06)          --
Distributions from net realized
  gains.........................      (1.73)            --          (0.02)          --            --           --
                                  ---------        -------        -------      -------        ------       ------
  Total Distributions...........      (1.76)         (0.03)         (0.05)       (0.05)        (0.06)          --
                                  ---------        -------        -------      -------        ------       ------
Net asset value, end of year....  $   23.13       $  24.67       $  20.17     $  18.00        $12.86      $ 12.41
                                  =========        =======        =======      =======        ======       ======
Total Return....................       1.45%         22.47%         12.38%       40.39%         4.14%       24.10%(iii)
                                  =========        =======        =======      =======        ======       ======
Ratios and Supplemental Data:
  Net assets, end of year
    (000's omitted).............  $ 150,390        $74,878        $30,316      $10,094        $1,228       $  171
                                  =========        =======        =======      =======        ======       ======

  Ratio of expenses to average
    net assets..................       0.86%          0.97%          0.99%        1.29%         1.50%        1.50%
                                  =========        =======        =======      =======        ======       ======
  Decrease reflected in above
    expense ratios due to
    expense reimbursements......         --             --             --           --          2.31%        7.32%
                                  =========        =======        =======      =======        ======       ======
  Ratio of net investment income
    to average net assets.......       0.48%          0.25%          0.33%        0.52%         1.69%        1.30%
                                  =========        =======        =======      =======        ======       ======
  Portfolio Turnover Rate.......     111.76%        112.64%         63.91%       58.95%        86.77%       79.59%
                                  =========        =======        =======      =======        ======       ======
</TABLE>

(i)   Amount was computed based on average shares outstanding during the period.
(ii)  For the period  January 9, 1989  (commencement  of operations) to December
      31,  1989.  Ratios  have  been  annualized;  total  return  has  not  been
      annualized.
(iii) Unaudited.

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


                                       iv

<PAGE>


                            THE ALGER AMERICAN GROWTH
                                    PORTFOLIO

   
   The Portfolio is designed to permit  insurance  companies that issue variable
annuity  contracts ("VA  contracts") and variable life insurance  policies ("VLI
policies") to offer contract and policy  holders the  opportunity to participate
in the  performance of the  Portfolio.  Upon receipt by the Fund of an exemptive
order (the  "Order")  for which an  application  is  currently  pending with the
Securities and Exchange Commission,  the Portfolio may also be a funding vehicle
for qualified pension and retirement plans (the "Plans") which elect to make the
Portfolio an investment  option for Plan  participants.  If the Order is issued,
the Portfolio will, without notice to shareholders,  accept orders from Plans to
purchase shares of the Portfolio.
    

   The Fund is a diversified, open-end management investment company that offers
a selection of six portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  portfolios at
any time.

   
                             PARTICIPATING INSURANCE
                               COMPANIES AND PLANS

   The  Portfolio is intended to be a funding  vehicle for VA contracts  and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance  Companies")  and, if the order is issued,
Plans.  Individuals  cannot invest in the Portfolio  directly but may do so only
through a VA contract or VLI policy or, if the Order is issued, a Plan. The Fund
currently does not foresee any  disadvantages to the holders of VA contracts and
VLI  Policies  arising  from the fact that the  interests  of the  holders of VA
contracts  and  VLI  policies  may  differ,  that  the  Participating  Insurance
Companies may not be affiliated  with each other or that the Portfolio may offer
its shares to Plans. Nevertheless,  the Fund's Trustees intend to monitor events
in order to identify any material  irreconcilable  conflicts  which may possibly
arise  due to  differences  of tax  treatment  or other  considerations,  and to
determine what action, if any, should be taken in response to such conflicts. If
such a  conflict  were to occur,  one or more  Participating  Insurance  Company
separate accounts or Plans might withdraw its investment in the Portfolio, which
may cause the Portfolio to sell portfolio securities at disadvantageous  prices.
The VA contracts  and VLI policies  are  described in the separate  prospectuses
issued by the Participating Insurance Companies,  and the Plans are described in
the Plan  documents  made  available by the Plan  sponsors.  The Fund assumes no
responsibility for such prospectuses or Plan documents.
    

                       INVESTMENT OBJECTIVES AND POLICIES

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

   As a matter of fundamental  policy,  the Portfolio will not: (1) with respect
to 75% of its total  assets,  invest more than 5% of its total assets in any one
issuer, except for obligations issued or guaranteed by the U.S. Government,  its
agencies or instrumentalities ("U.S. Government securities");  (2) own more than
10% of the outstanding  voting  securities of any company,  (3) invest more than
10% of its net  assets in  securities  that are not  readily  marketable  and in
repurchase  agreements  with maturities of more than seven days; (4) invest more
than 25% of its total  assets in any one  industry,  except for U.S.  Government
securities;  (5) borrow  money or pledge its  assets,  except for  temporary  or
emergency  purposes,  in an  amount  exceeding  10% of  its  total  assets.  The
Statement of Additional Information contains additional investment  restrictions
as well as information on the Portfolio's investment practices.

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

In General

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




                                        1
<PAGE>

                              INVESTMENT PRACTICES

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

Repurchase Agreements

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

Illiquid and Restricted Securities

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

Lending of Portfolio Securities

   In order to generate  income and to offset  expenses,  the Portfolio may lend
portfolio  securities with a value up to 331/3% of the Portfolio's  total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.

Foreign Securities

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

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

Other Investments

   In addition to the  securities and investment  techniques  listed above,  the
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes. See "Investment  Objectives and Policies"
in the Statement of Additional Information.

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.
Increased  portfolio turnover will have the effect of increasing the Portfolio's
brokerage and custodial expenses.


                             MANAGEMENT OF THE FUND

Organization

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Fund's portfolios, including the Portfolio.

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

   
   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the Portfolio to Participating Insurance Companies and,
if the Order is issued,  Plans, so that only Participating  Insurance  Companies
and their  separate  accounts and Plans will be considered  shareholders  of the
    


                                       2
<PAGE>

   
Portfolio.  Although the  Participating  Insurance  Companies and their separate
accounts and the Plans are the  shareholders  or  investors,  the  Participating
Insurance Companies will pass through voting rights to their VA contract and VLI
policy holders.  Plan sponsors may or may not pass through voting rights to Plan
participants,  depending on the terms of the Plan's governing  documents.  For a
discussion of the voting  rights,  please refer to the  Participating  Insurance
Companies' prospectuses or the Plan documents.
    

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of  the
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a portfolio of
the Fund is required on any matter affecting the portfolio on which shareholders
are entitled to vote,  such as approval of a  portfolio's  agreement  with Alger
Management.  Shareholders  of one portfolio are not entitled to vote on a matter
that does not affect that portfolio but that does require a separate vote of the
other portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of
shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting  called for that  purpose.  The  Trustees  are  required  to call such a
meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.

Board of Trustees

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

Investment Manager

   Alger Management is the Fund's investment  manager and is responsible for the
overall  administration of the Fund,  subject to the supervision of the Board of
Trustees. Alger Management makes investment decisions for the Portfolio,  places
orders to purchase and sell  securities  on behalf of the  Portfolio and selects
broker-dealers  that, in its judgment,  provide prompt and reliable execution at
favorable  prices and reasonable  commission  rates. It is anticipated  that the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  will serve as the Fund's  broker in  effecting
substantially  all of the Portfolio's  transactions on securities  exchanges and
will retain commissions in accordance with certain regulations of the Securities
and Exchange  Commission.  In addition,  Alger Management  employs  professional
securities  analysts who provide research services  exclusively to the Portfolio
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.

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

Portfolio Managers

   David D. Alger,  President of Alger Management,  is primarily responsible for
the  day-to-day  management  of the  Portfolio.  He has been  employed  by Alger
Management as Executive  Vice  President and Director of Research since 1971 and
as  President  since 1995 and he serves as  portfolio  manager for other  mutual
funds and investment accounts managed by Alger Management. Also participating in
the  management of the Portfolio are Ronald Tartaro and Seilai Khoo. Mr. Tartaro
has been  employed  by Alger  Management  since  1990 and he  serves as a senior
research analyst.  Prior to 1990, he was a member of the technical staff at AT&T
Bell Laboratories. Ms. Khoo has been employed by Alger Management since 1989 and
she serves as a senior research analyst.

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

Fees

   The Portfolio pays Alger  Management a management fee computed daily and paid
monthly at an annual rate of .75% of the value of the Portfolio's  average daily
net  assets.  This  management  fee is  higher  than  that  paid by  most  other
investment companies; however, such fee does not exceed those paid by funds with
similar investment objectives.

   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates  whose customers hold shares of the Portfolio for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of


                                       3
<PAGE>

up to .30% of the net asset value of shares held by those customers depending on
the nature, extent and quality of the services provided, will be paid from Alger
Management's own resources and not from the assets of the Portfolio.

Expenses

   The  Portfolio  pays  expenses  related  to its  daily  operations,  such  as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolio to the extent that the annual operating expenses (excluding  interest,
taxes, fees for brokerage  services and extraordinary  expenses) exceed 1.50% of
the average  daily net assets for any fiscal  year.  In  addition,  from time to
time, Alger Management, in its sole discretion and as it deems appropriate,  may
assume  certain  expenses of the  Portfolio  while  retaining  the ability to be
reimbursed  by the  Portfolio  for such  amounts  prior to the end of the fiscal
year.  This will have the effect of lowering  the  Portfolio's  overall  expense
ratio and of increasing  yield to investors,  or the converse,  at the time such
amounts are assumed or reimbursed,  as the case may be. More  information  about
the Portfolio's  investment  management agreement and other expenses paid by the
Portfolio is included in the Statement of Additional Information.

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

Distributor

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

Transfer Agent

   Alger Shareholder Services, Inc., an affiliate of Alger Management, serves as
transfer agent for the Fund.


                                 NET ASSET VALUE

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


                            PURCHASES AND REDEMPTIONS

   
   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding the purchase or redemption of the  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem  shares of the Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI Policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolio  but may invest in shares of the Portfolio  only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Portfolio.

   Orders  for  shares  of the  Portfolio  received  by the  Fund or the  Fund's
transfer  agent are effected on days on which the NYSE is open for trading.  For
orders received  before the close of regular trading on the NYSE,  purchases and
redemptions  of the shares of the Portfolio are effected at the  respective  net
asset values per share determined as of the close of regular trading on the NYSE
on the same day. Orders received after the close of regular trading on the NYSE,
are effected at the next calculated net asset value.  See "Net Asset Value." All
orders for the purchase of shares are subject to  acceptance or rejection by the
Fund.  Payment  for  redemptions  will be made by the Fund's  transfer  agent on
behalf of the Fund and the  Portfolio  within  seven days  after the  request is
received.  Neither the Fund nor the Portfolio  assesses any fees, either when it
sells or when it redeems the Portfolio's  shares.  Surrender charges,  mortality
and  expense  risk fees and  other  charges  may be  assessed  by  Participating
Insurance Companies under the VA contracts or VLI policies. These fees should be
described in the Participating  Insurance Companies'  prospectuses.  Any changes
assessed by the Plans should be described in the Plan documents.
    

       

                           DIVIDENDS AND DISTRIBUTIONS

   
   Dividends and distributions  will be automatically  reinvested on the payment
date for each shareholder's account in additional shares of the Portfolio at net
asset value or, in the case of VA contracts  and VLI  policies,  will be paid in
cash at the election of the Participating  Insurance  Company.  Dividends of the
Portfolio will be declared and paid annually.  Distributions of any net realized
capital  gains earned by the Portfolio  usually will be made annually  after the
    


                                       4
<PAGE>

close of the fiscal year in which the gains are earned.  Participating Insurance
Companies  will be informed  about the amount and  character  of  dividends  and
distributions from the Portfolio for federal income tax purposes.


                                      TAXES

   The Fund intends that the Portfolio  will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended)  for  each  taxable  year.  If  so  qualified,  and  providing  certain
distribution  requirements are met, the Portfolio will not be subject to federal
income  tax on  its  net  investment  income  and  net  capital  gains  that  it
distributes to its shareholders.

   
   Dividends paid from net investment  income and  distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of the Portfolio.  Distributions of net long-term capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the Plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.
    

                                   PERFORMANCE

   All performance figures are based on historical earnings and are not intended
to indicate future performance.

   The Portfolio may include  quotations of its "total return" and/or "yield" in
advertisements or reports to shareholders or prospective investors.  Both "total
return"  and/or  "yield"  figures are based on  historical  earnings and are not
intended to indicate future performance. Total return figures show the aggregate
or average percentage change in value of an investment in the Portfolio from the
beginning date of the measuring period to the end of the measuring period. These
figures reflect  changes in the price of the Portfolio's  shares and assume that
any income  dividends and/or capital gains  distributions  made by the Portfolio
during the period were  reinvested in shares of the  Portfolio.  Figures will be
given for recent 1, 5 and 10 year periods, and may be given for other periods as
well  (such  as  from  commencement  of  the  Portfolio's  operations,  or  on a
year-by-year basis). The Portfolio may also use "aggregate" total return figures
for  various  periods,  representing  the  cumulative  change  in  value  of  an
investment in the Portfolio for the specific period (again reflecting changes in
Portfolio share prices and assuming reinvestment of dividends and distributions)
as well as "actual annual" and "annualized" total return figures.  Total returns
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 the Portfolio  will vary based on changes in market  conditions.
In addition, since the deduction of the Portfolio's expenses is reflected in the
total return and yield figures,  "total return" and "yield" will also vary based
on the level of the Portfolio's expenses.

   
   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
Plan.
    


                            INVESTOR AND SHAREHOLDER
                                   INFORMATION

   
   Investors and  shareholders  may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolio,  including current
performance  quotations,  as well as for  assistance in obtaining a Statement of
Additional  Information.  Holders  of VA  contracts  or VLI  policies  issued by
Participating  Insurance Companies and participants in Plans for which shares of
the  Portfolio  are the  investment  vehicle may receive from the  Participating
Insurance Companies or Plan sponsor unaudited  semi-annual  financial statements
and  year-end  financial  statements  audited by the Fund's  independent  public
accountants.  Each report will show the  investments  owned by the Portfolio and
the market values of the  investments and will provide other  information  about
the  Portfolio and its  operations.  The Fund's Annual Report as of December 31,
1994 contains additional  performance  information and is available upon request
and without charge by contacting the Fund at the toll-free number listed above.
    


                                       5
<PAGE>

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

                                   ----------

Investment Manager:
Fred Alger Management, Inc.
75 Maiden Lane
New York, New York 10038

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

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

Independent Public Accountants:
Arthur Andersen LLP
1345 Avenue of the Americas
New York, New York 10105



================================================================================







================================================================================



                                   THE
                                 ALGER  Meeting the challenge
                              AMERICAN  of investing
                                  FUND







                              ALGER AMERICAN GROWTH
                                    PORTFOLIO







   
                            PROSPECTUS   July 31, 1995
    


================================================================================



<PAGE>



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


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


                   ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
================================================================================

     The Alger American Fund (the "Fund") is a registered  investment company--a
mutual fund--that presently offers interests in six portfolios.  This Prospectus
sets forth information about the Alger American  Leveraged AllCap Portfolio (the
"Portfolio"). The Portfolio seeks long-term capital appreciation by investing in
a diversified,  actively managed portfolio of equity  securities.  The Portfolio
may engage in  leveraging  (up to 331/3% of its  assets) and options and futures
transactions,  which  are  deemed  to be  speculative  and  which  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.

   
     Shares  of the  Portfolio  are  offered  as a pooled  funding  vehicle  for
insurance  companies  writing  all  types of  variable  annuity  contracts  ("VA
contracts") and variable life insurance  policies ("VLI  policies") and may also
be offered directly to qualified pension and retirement plans (the "Plans"). See
"The Alger American Leveraged AllCap Portfolio."
    

     Shares of the Portfolio are not deposits or  obligations  of, or guaranteed
or endorsed by any bank, and the shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.

   
     This Prospectus,  which should be retained for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts  and VLI policies or with the Plan  documents.  A "Statement of
Additional Information" dated July 31, 1995 containing further information about
all the portfolios of the Fund, including the Portfolio, has been filed with the
Securities and Exchange  Commission and is  incorporated  by reference into this
Prospectus.  It is available at no charge by contacting  the Fund at the address
or phone number above.
    


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


================================================================================

          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.

================================================================================

   
                                  July 31, 1995
    


<PAGE>


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

                                    CONTENTS
                                                                            Page
                                                                            ----

   
Portfolio Expenses ........................................................  iii

Financial Highlights ......................................................   iv

The Alger American Leveraged

  AllCap Portfolio ........................................................    1

Participating Insurance Companies and Plans ...............................    1

Investment Objective and Policies .........................................    1

Investment Practices ......................................................    1

Management of the Fund ....................................................    3

Net Asset Value ...........................................................    4

Purchases and Redemptions .................................................    4

Dividends and Distributions ...............................................    5

Taxes .....................................................................    5

Performance ...............................................................    6

Investor and Shareholder Information ......................................    6
    
- --------------------------------------------------------------------------------


                                       ii


<PAGE>


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

Portfolio Expenses

   
   The Table below is designed to assist you in understanding  the various costs
and  expenses  that you will bear as a  shareholder.  The amounts  listed  under
"Other Expenses" and "Interest  Expense" are based on estimated  amounts for the
Fund's fiscal year ending  December 31, 1995. The Table does not reflect charges
and  deductions  which  are,  or may be,  imposed  under the VA  contracts,  VLI
policies or Plans;  such charges and  deductions are described in the prospectus
for the VA contract or VLI policy  accompanying  this  prospectus or in the Plan
documents.
    

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


Shareholder Transaction Expenses

Maximum Sales Load Imposed on Purchases ..........................      None

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

Deferred Sales Load ..............................................      None

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


Annual  Portfolio  Operating  Expenses (as a percentage 
  of average net assets)

Management Fees ..................................................      .85%

12b-1 Fees .......................................................        --

Other Expenses (excluding interest) ..............................      .19%
                                                                       ---- 
Total Portfolio Operating Expenses (before interest) .............     1.04%

Interest Expense .................................................      .75%
                                                                       ---- 
Total Portfolio Operating Expenses ...............................     1.79%
                                                                       ==== 

Example

You would pay the following expenses on a $1,000 investment, 
  assuming (1) 5% annual return and (2) redemption at the 
  end of each time period:

One Year .........................................................      $ 18

Three Years ......................................................        56

Five Years .......................................................        97

Ten Years ........................................................       211

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


                                      iii


<PAGE>


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

THE ALGER  AMERICAN FUND 
ALGER AMERICAN  LEVERAGED  ALLCAP  PORTFOLIO  
Financial Highlights 
For a share outstanding throughout the period

                                                           From January 25, 1995
                                                              (commencement of
                                                                 operations)
                                                             to June 30, 1995(i)
                                                           ---------------------
Net asset value, beginning of period............................  $ 10.00
                                                                  -------
Net investment (loss)...........................................    (0.04)
Net realized and unrealized gain  (loss) on investments.........     4.55
                                                                  -------
    Total from investment operations............................     4.51
                                                                  -------
Net asset value, end of period..................................  $ 14.51
                                                                  =======
Total Return....................................................   45.10%
                                                                  =======
Ratios and Supplemental Data:
  Net assets, end of period (000's omitted).....................  $   386
                                                                  =======
  Ratio of expenses excluding interest to average net assets....    1.50%
                                                                  =======
  Ratio of expenses including interest to average net assets....    1.94%
                                                                  =======
  Decrease reflected in above expense ratios
    due to expense reimbursements...............................    6.83%
                                                                  =======
  Ratio of net investment (loss) to average net assets..........   (0.91%)
                                                                  =======
  Portfolio Turnover Rate.......................................   123.0%
                                                                  =======

Debt outstanding at end of period...............................  $    0
                                                                  =======
Average amount of debt outstanding during the period............  $13,748
                                                                  =======
Average daily number of shares outstanding during the period....   24,688
                                                                  =======
Average amount of debt per share during the period..............  $  0.56
                                                                  =======

(i) Unaudited. Ratios  have  been   annualized;   total  return  has  not  been
    annualized.

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


                                       iv


<PAGE>


                          THE ALGER AMERICAN LEVERAGED
                                ALLCAP PORTFOLIO

   The Portfolio is designed to permit  insurance  companies that issue variable
annuity  contracts ("VA  contracts") and variable life insurance  policies ("VLI
policies") to offer contract and policy  holders the  opportunity to participate
in the  performance of the  Portfolio.  Upon receipt by the Fund of an exemptive
order (the  "Order")  for which an  application  is  currently  pending with the
Securities and Exchange Commission,  the Portfolio may also be a funding vehicle
for qualified pension and retirement plans (the "Plans") which elect to make the
Portfolio an investment  option for Plan  participants.  If the Order is issued,
the Portfolio will, without notice to shareholders,  accept orders from Plans to
purchase shares of the Portfolio.

   The Fund is a diversified, open-end management investment company that offers
a selection of six portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  portfolios at
any time.


   
                             PARTICIPATING INSURANCE
                               COMPANIES AND PLANS

   The  Portfolio is intended to be a funding  vehicle for VA contracts  and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance  Companies")  and, if the Order is issued,
Plans.  Individuals  cannot invest in the Portfolio  directly but may do so only
through a VA contract or VLI policy or, if the Order is issued, a Plan. The Fund
currently does not foresee any  disadvantages to the holders of VA contracts and
VLI  Policies  arising  from the fact that the  interests  of the  holders of VA
contracts  and  VLI  policies  may  differ,  that  the  Participating  Insurance
Companies may not be affiliated  with each other or that the Portfolio may offer
its shares to Plans. Nevertheless,  the Fund's Trustees intend to monitor events
in order to identify any material  irreconcilable  conflicts  which may possibly
arise  due to  differences  of tax  treatment  or other  considerations,  and to
determine what action, if any, should be taken in response to such conflicts. If
such a  conflict  were to occur,  one or more  Participating  Insurance  Company
separate accounts or Plans might withdraw its investment in the Portfolio, which
may cause the Portfolio to sell portfolio securities at disadvantageous  prices.
The VA contracts  and VLI policies  are  described in the separate  prospectuses
issued by the Participating Insurance Companies,  and the Plans are described in
the Plan  documents  made  available by the Plan  sponsors.  The Fund assumes no
responsibility for such prospectuses or Plan documents.
    

                       INVESTMENT OBJECTIVES AND POLICIES

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

   As a matter of fundamental  policy,  the Portfolio will not: (1) with respect
to 75% of its total  assets,  invest more than 5% of its total assets in any one
issuer, except for obligations issued or guaranteed by the U.S. Government,  its
agencies or instrumentalities ("U.S. Government securities");  (2) own more than
10% of the outstanding  voting  securities of any company,  (3) invest more than
10% of its net  assets in  securities  that are not  readily  marketable  and in
repurchase  agreements  with maturities of more than seven days; (4) invest more
than 25% of its total  assets in any one  industry,  except for U.S.  Government
securities;  (5) borrow  money or pledge its  assets,  except for  temporary  or
emergency  purposes,  in an  amount  exceeding  10% of  its  total  assets.  The
Statement of Additional Information contains additional investment  restrictions
as well as information on the Portfolio's investment practices.

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

   The Portfolio may purchase put and call options and sell (write) covered call
and put options on securities  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 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 assets,  less  liabilities  other
than such borrowing.  These practices are deemed to be speculative and may cause
the  Portfolio's net asset value to be more volatile than the net asset value of
a fund that does not engage in these activities. See "Investment Practices."

In General

   The  Portfolio  seeks  to  achieve  its  objective  by  investing  in  equity
securities,  such as common or preferred stocks, or securities  convertible into
or  exchangeable  for equity  securities,  including  warrants  and rights.  The
Portfolio  will invest  primarily in companies  whose  securities  are traded on
domestic stock exchanges or in the over-the-counter  market. These companies may


                                       1


<PAGE>


still be in the  developmental  stage,  may be older companies that appear to be
entering  a new stage of growth  progress  owing to factors  such as  management
changes  or  development  of  new  technology,  products  or  markets  or may be
companies providing products or services with a high unit volume growth rate. In
order  to  afford  the  Portfolio  the  flexibility  to  take  advantage  of new
opportunities  for investments in accordance with its investment  objective,  it
may hold up to 15% of its net assets in money market  instruments and repurchase
agreements  and in  excess  of that  amount  (up to 100% of its  assets)  during
temporary  defensive periods.  This amount may be higher than that maintained by
other funds with similar investment objectives.

                              INVESTMENT PRACTICES

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

Repurchase Agreements

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

Illiquid and Restricted Securities

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

Lending of Portfolio Securities

   In order to generate  income and to offset  expenses,  the Portfolio may lend
portfolio  securities with a value up to 331/3% of the Portfolio's  total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.

Foreign Securities

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

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

Leverage Through Borrowing

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

Options

   The Portfolio may buy and sell (write)  exchange  listed  options in order to
obtain additional  return or to hedge the value of its portfolio.  The Portfolio
may write  covered call options only if the  Portfolio  owns the  securities  on
which  the  call is  written  or  owns  securities  which  are  exchangeable  or


                                       2


<PAGE>


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

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

Stock Index Futures and Options on
Stock Index Futures

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

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

Other Investments

   In addition to the  securities and investment  techniques  listed above,  the
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes. See "Investment  Objectives and Policies"
in the Statement of Additional Information.

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.
While it is not possible to predict  future market  conditions or turnover rates
with  certainty,   Alger   Management   anticipates  that  under  normal  market
conditions,  the annual turnover rate for the Portfolio  should not exceed 120%.
Increased  portfolio turnover will have the effect of increasing the Portfolio's
brokerage and custodial expenses.

                             MANAGEMENT OF THE FUND

Organization

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Fund's portfolios, including the Portfolio.

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

   
   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the Portfolio to Participating Insurance Companies and,
if the Order is issued,  Plans, so that only Participating  Insurance  Companies
and their  separate  accounts and plans will be considered  shareholders  of the
Portfolio.  Although the  Participating  Insurance  Companies and their separate
accounts and the Plans are the  shareholders  or  investors,  the  Participating
Insurance Companies will pass through voting rights to their VA contract and VLI
policy holders.  Plan sponsors may or may not pass through voting rights to Plan
participants,  depending on the terms of the Plan's governing  documents.  For a
discussion  of  voting  rights,  please  refer  to the  Participating  Insurance
Companies' prospectuses or the Plan documents.
    

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of  the
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a portfolio of
the Fund is required on any matter affecting the portfolio on which shareholders
are entitled to vote,  such as approval of a  portfolio's  agreement  with Alger
Management.  Shareholders  of one portfolio are not entitled to vote on a matter
that does not affect that portfolio but that does require a separate vote of the
other portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of
shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting  called for that  purpose.  The  Trustees  are  required  to call such a


                                       3


<PAGE>


meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.

Board of Trustees

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

Investment Manager

   Alger Management is the Fund's investment  manager and is responsible for the
overall  administration of the Fund,  subject to the supervision of the Board of
Trustees. Alger Management makes investment decisions for the Portfolio,  places
orders to purchase and sell  securities  on behalf of the  Portfolio and selects
broker-dealers  that, in its judgment,  provide prompt and reliable execution at
favorable  prices and reasonable  commission  rates. It is anticipated  that the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  will serve as the Fund's  broker in  effecting
substantially  all of the Portfolio's  transactions on securities  exchanges and
will retain commissions in accordance with certain regulations of the Securities
and Exchange  Commission.  In addition,  Alger Management  employs  professional
securities  analysts who provide research services  exclusively to the Portfolio
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.

   Alger  Management has been in the business of providing  investment  advisory
services since 1964 and, as of December 31, 1994, had approximately $2.9 billion
under management, $1.4 billion in mutual fund accounts and $1.5 billion in other
advisory  accounts.  Alger  Management  is owned by Alger Inc.  which in turn is
owned by Alger Associates,  Inc., a financial services holding company.  Fred M.
Alger III and his  brother,  David D. Alger,  are the majority  shareholders  of
Alger  Associates,  Inc.  and may be  deemed to  control  that  company  and its
subsidiaries.  As of April 14, 1995,  those  persons and  companies  may also be
deemed to control the Portfolio.

Portfolio Managers

   David D. Alger,  President of Alger Management,  is primarily responsible for
the  day-to-day  management  of the  Portfolio.  He has been  employed  by Alger
Management as Executive  Vice  President and Director of Research since 1971 and
as  President  since 1995 and he serves as  portfolio  manager for other  mutual
funds and  investment  accounts  managed  by Alger  Management.  Shelton Y. Swei
serves as co-manager of the Portfolio.  He has been employed by Alger Management
since 1984 and he serves as a senior research  analyst,  providing  research for
other mutual funds and investment accounts managed by Alger Management.

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

Fees

   The Portfolio pays Alger  Management a management fee computed daily and paid
monthly at an annual rate of .85% of the value of the Portfolio's  average daily
net  assets.  This  management  fee is  higher  than  that  paid by  most  other
investment companies; however, such fee does not exceed those paid by funds with
similar investment objectives.

   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates  whose customers hold shares of the Portfolio for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of
up to .30% of the net asset value of shares held by those customers depending on
the nature, extent and quality of the services provided, will be paid from Alger
Management's own resources and not from the assets of the Portfolio.

Expenses

   The  Portfolio  pays  expenses  related  to its  daily  operations,  such  as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolio to the extent that the annual operating expenses (excluding  interest,
taxes, fees for brokerage  services and extraordinary  expenses) exceed 1.50% of
the average  daily net assets for any fiscal  year.  In  addition,  from time to
time, Alger Management, in its sole discretion and as it deems appropriate,  may
assume  certain  expenses of the  Portfolio  while  retaining  the ability to be
reimbursed  by the  Portfolio  for such  amounts  prior to the end of the fiscal
year.  This will have the effect of lowering  the  Portfolio's  overall  expense
ratio and of increasing  yield to investors,  or the converse,  at the time such
amounts are assumed or reimbursed,  as the case may be. More  information  about
the Portfolio's  investment  management agreement and other expenses paid by the
Portfolio is included in the Statement of Additional Information.


                                       4


<PAGE>


   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.

                                 NET ASSET VALUE

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

                            PURCHASES AND REDEMPTIONS

   
   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding the purchase or redemption of the  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem  shares of the Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI Policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolio  but may invest in shares of the Portfolio  only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Portfolio.

   Orders  for  shares  of the  Portfolio  received  by the  Fund or the  Fund's
transfer  agent are effected on days on which the NYSE is open for trading.  For
orders received  before the close of regular trading on the NYSE,  purchases and
redemptions  of the shares of the Portfolio are effected at the  respective  net
asset values per share determined as of the close of regular trading on the NYSE
on the same day. Orders received after the close of regular trading on the NYSE,
are effected at the next calculated net asset value.  See "Net Asset Value." All
orders for the purchase of shares are subject to  acceptance or rejection by the
Fund.  Payment  for  redemptions  will be made by the Fund's  transfer  agent on
behalf of the Fund and the  Portfolio  within  seven days  after the  request is
received.  Neither the Fund nor the Portfolio  assesses any fees, either when it
sells or when it redeems the Portfolio's  shares.  Surrender charges,  mortality
and  expense  risk fees and  other  charges  may be  assessed  by  Participating
Insurance Companies under the VA contracts or VLI policies. These fees should be
described in the Participating  Insurance Companies'  prospectuses.  Any charges
assessed by the Plans should be described in the Plan documents.
    

       

                           DIVIDENDS AND DISTRIBUTIONS

   
   Dividends and distributions  will be automatically  reinvested on the payment
date for each shareholder's account in additional shares of the Portfolio at net
asset value or, in the case of VA  contracts  and VLI  policies  will be paid in
cash at the election of the Participating  Insurance  Company.  Dividends of the
Portfolio will be declared and paid annually.  Distributions of any net realized
capital  gains earned by the Portfolio  usually will be made annually  after the
close of the fiscal year in which the gains are earned.  Participating Insurance
Companies  will be informed  about the amount and  character  of  dividends  and
distributions from the Portfolio for federal income tax purposes.
    

                                      TAXES

   The Fund intends that the Portfolio  will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended)  for  each  taxable  year.  If  so  qualified,  and  providing  certain
distribution  requirements are met, the Portfolio will not be subject to federal
income  tax on  its  net  investment  income  and  net  capital  gains  that  it
distributes to its shareholders.


   
   Dividends paid from net investment  income and  distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of the Portfolio.  Distributions of net long-term capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the Plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.
    

                                   PERFORMANCE

   All performance figures are based on historical earnings and are not intended
to indicate future performance.


                                       5


<PAGE>


   The Portfolio may include  quotations of its "total return" and/or "yield" in
advertisements or reports to shareholders or prospective investors.  Both "total
return"  and/or  "yield"  figures are based on  historical  earnings and are not
intended to indicate future performance. Total return figures show the aggregate
or average percentage change in value of an investment in the Portfolio from the
beginning date of the measuring period to the end of the measuring period. These
figures reflect  changes in the price of the Portfolio's  shares and assume that
any income  dividends and/or capital gains  distributions  made by the Portfolio
during the period were  reinvested in shares of the  Portfolio.  Figures will be
given for recent 1, 5 and 10 year periods, and may be given for other periods as
well  (such  as  from  commencement  of  the  Portfolio's  operations,  or  on a
year-by-year basis). The Portfolio may also use "aggregate" total return figures
for  various  periods,  representing  the  cumulative  change  in  value  of  an
investment in the Portfolio for the specific period (again reflecting changes in
Portfolio share prices and assuming reinvestment of dividends and distributions)
as well as "actual annual" and "annualized" total return figures.  Total returns
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 the Portfolio  will vary based on changes in market  conditions.
In addition, since the deduction of the Portfolio's expenses is reflected in the
total return and yield figures,  "total return" and "yield" will also vary based
on the level of the Portfolio's expenses.

   
   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
Plan.
    

                            INVESTOR AND SHAREHOLDER
                                   INFORMATION

   
   Investors and  shareholders  may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolio,  including current
performance  quotations,  as well as for  assistance in obtaining a Statement of
Additional  Information.  Holders  of VA  contracts  or VLI  policies  issued by
Participating  Insurance Companies and participants in Plans for which shares of
the  Portfolio  are the  investment  vehicle may receive from the  Participating
Insurance Companies or Plan sponsor unaudited  semi-annual  financial statements
and  year-end  financial  statements  audited by the Fund's  independent  public
accountants.  Each report will show the  investments  owned by the Portfolio and
the market values of the  investments and will provide other  information  about
the  Portfolio and its  operations.  The Fund's Annual Report as of December 31,
1994 contains additional  performance  information and is available upon request
and without charge by contacting the Fund at the toll-free number listed above.
    


                                       6


<PAGE>


================================================================================

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

                                   ----------

Investment Manager:
Fred Alger Management, Inc.
75 Maiden Lane
New York, New York 10038

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

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

Independent Public Accountants:
Arthur Andersen LLP
1345 Avenue of the Americas
New York, New York 10105


================================================================================




================================================================================
                                 THE
                               ALGER   Meeting the challenge
                            AMERICAN   of investing
                                FUND




                            ALGER AMERICAN LEVERAGED
                                ALLCAP PORTFOLIO







   
                          PROSPECTUS   July 31, 1995
    


================================================================================

<PAGE>





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

================================================================================

    The Alger American Fund (the "Fund") is a registered investment company -- a
mutual fund -- that presently  offers  interests in the following six portfolios
(the "Portfolios"):
 
                         o Alger American Balanced Portfolio
                         o Alger American Income and Growth Portfolio 
                         o Alger American Small Capitalization Portfolio 
                         o Alger American Growth Portfolio 
                         o Alger American MidCap Growth Portfolio 
                         o Alger American Leveraged AllCap Portfolio

   
The Fund is designed to permit  insurance  companies that issue Variable Annuity
Contracts ("VA contracts") and Variable Life Insurance Policies ("VLI policies")
to offer VA contract and VLI policy  holders the  opportunity  to participate in
the  performance  of one or more of the  Portfolios  of the Fund.  Depending  on
receipt by the Fund of an exemptive order (the "Order") for which an application
is currently pending with the Securities and Exchange  Commission,  the Fund may
also offer participation to qualified pension and retirement plans (the "Plans")
which elect to make the Fund an investment option for plan Participants.

    This Statement of Additional Information is not a Prospectus.  This document
contains  additional  information  about The Alger American Fund and supplements
information  in the  Prospectus  dated July 31, 1995. It should be read together
with the  Prospectus  which may be obtained free of charge by writing or calling
the Fund at the address or toll-free number shown above.
    

                                    CONTENTS

Investment Objectives and Policies.........................................    2
Net Asset Value............................................................    9
Purchases and Redemptions..................................................   10
Management.................................................................   10
Taxes......................................................................   12
Custodian..................................................................   13
Transfer Agent.............................................................   13
Certain Shareholders.......................................................   13
Organization...............................................................   14
Determination of Performance...............................................   15
Financial Statements.......................................................  F-1
Appendix...................................................................  A-1




<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

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

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

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

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

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

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

Short-term Corporate Debt Securities
These are outstanding  nonconvertible corporate debt securities (e.g., bonds and
debentures)  which have one year or less remaining to maturity.  Corporate notes
may have fixed, variable or floating rates.

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

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


                                      -2-
<PAGE>

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

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

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

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

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

Restricted Securities
Each Portfolio may invest in restricted securities issued under Rule 144A of the
Securities  Act of 1933, as amended.  In adopting Rule 144A,  the Securities and
Exchange Commission (the "SEC")  specifically stated that restricted  securities


                                      -3-
<PAGE>

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

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

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

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

                                      -4-
<PAGE>

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

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

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

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

An option  position  may be closed  out only on an  exchange  which  provides  a
secondary  market for an option of the same series.  Although the Portfolio will
generally  purchase or write only those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular  option. In such event it might not be
possible  to effect  closing  transactions  in a  particular  option so that the
Portfolio  would have to exercise  its option in order to realize any profit and
would incur  brokerage  commissions  upon the  exercise  of the  option.  If the
Portfolio,  as a  covered  call  option  writer,  is  unable to effect a closing
purchase  transaction  in a  secondary  market,  it will not be able to sell the
underlying  security  until the option  expires or it  delivers  the  underlying
security upon exercise or otherwise covers the position.

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

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


                                      -5-
<PAGE>

Management is satisfied with the development,  depth and liquidity of the market
and Alger Management believes the options can be closed out.

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

The  Portfolio  has qualified and intends to continue to qualify as a "Regulated
Investment  Company"  under  the  Internal  Revenue  Code of  1986,  as  amended
(the"Code").  One requirement for such  qualification is that the Portfolio must
derive  less  than 30% of its gross  income  from  gains  from the sale or other
disposition  of  securities  held for less than  three  months.  Therefore,  the
Portfolio may be limited in its ability to engage in options transactions.

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

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

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

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

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

The Portfolio's use of stock index futures and options thereon will in all cases
be consistent  with  applicable  regulatory  requirements  and in particular the
rules and regulations of the Commodity  Futures  Trading  Commission and will be


                                      -6-
<PAGE>

entered into only for bona fide  hedging,  risk  management  or other  portfolio
management  purposes.  Typically,  maintaining a futures  contract or selling an
option thereon  requires the Portfolio to deposit with a financial  intermediary
as security  for its  obligations  an amount of cash or other  specified  assets
(initial  margin)  which  initially is typically 1% to 10% of the face amount of
the  contract  (but may be higher  in some  circumstances).  Additional  cash or
assets (variation margin) may be required to be deposited  thereafter on a daily
basis as the market-to-market value of the contract fluctuates.  The purchase of
an option on stock index  futures  involves  payment of a premium for the option
without any further  obligation on the part of the  Portfolio.  If the Portfolio
exercises  an option on a futures  contract it will be obligated to post initial
margin (and potential  subsequent  variation  margin) for the resulting  futures
position  just as it would  for any  position.  Futures  contracts  and  options
thereon are generally  settled by entering into an  offsetting  transaction  but
there can be no assurance that the position can be offset prior to settlement at
an advantageous price, nor that delivery will occur.

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

Investment Restrictions
The investment restrictions numbered 1 through 10 and 14 below have been adopted
by the Fund with  respect to each of the  Portfolios  as  fundamental  policies.
Under the Act, a  "fundamental"  policy may not be changed without the vote of a
"majority of the outstanding voting securities" of the Fund, which is defined in
the Act as the lesser of (a) 67 percent or more of the shares  present at a Fund
meeting if the holders of more than 50 percent of the outstanding  shares of the
Fund are  present  or  represented  by proxy or (b) more than 50  percent of the
outstanding  shares. A fundamental  policy affecting a particular  Portfolio may
not be  changed  without  the  vote  of a  majority  of the  outstanding  voting
securities  of the affected  Portfolio.  Investment  restrictions  11 through 18
(excluding  14) may be  changed by vote of a  majority  of the  Fund's  Board of
Trustees at any time.

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

1.  Purchasing  the  securities  of  any  issuer,  other  than  U.S.  Government
securities,  if as a result  more  than 5% of the value of a  Portfolio's  total
assets would be invested in the  securities of the issuer,  except that up to 25
percent of the value of the  Portfolio's  total  assets may be invested  without
regard to this limitation.

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

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

4.  Borrowing  money,  except that (a) the Portfolio may borrow for temporary or
emergency (but not leveraging,  except for the Alger American  Leveraged  AllCap
Portfolio)  purposes,  including the meeting of  redemption  requests that might
otherwise  require the  untimely  disposition  of  securities,  in an amount not
exceeding 10 percent of the value of the Portfolio's total assets (including the
amount borrowed)  valued at the lesser of cost or market,  less liabilities (not
including the amount  borrowed) at the time the borrowing is made; (b) the Alger
American  Balanced  Portfolio may engage in transactions  in reverse  repurchase
agreements;  and (c) the Alger American  Leveraged  AllCap  Portfolio may borrow
from banks for  investment  purposes  as set forth in the  Prospectus.  Whenever
borrowings  described  in (a)  exceed 5% of the value of the  Portfolio's  total
assets,  the Portfolio  will not make any  additional  investments.  Immediately
after any borrowing, including reverse repurchase agreements and mortgage-backed
rolls,  the Portfolio  will maintain asset coverage of not less than 300 percent
with respect to all borrowings.

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



                                      -7-
<PAGE>

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

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

8. Investing in securities of other investment companies,  except as they may be
acquired  as part of a merger,  consolidation,  reorganization,  acquisition  of
assets or offer of exchange.

9.  Purchasing any securities that would cause more than 25 percent of the value
of the  Portfolio's  total  assets to be invested in the  securities  of issuers
conducting their principal  business  activities in the same industry;  provided
that there shall be no limit on the purchase of U.S. Government securities.

10. Investing in commodities.

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

12. Writing or selling puts, calls, straddles, spreads or combinations thereof.

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

14.  Investing  more than 10 percent of its net assets in  securities  which are
illiquid by virtue of legal or contractual restrictions on resale or the absence
of a readily  available market.  However,  securities with legal and contractual
restrictions on resale may be purchased if they are determined to be liquid, and
such  purchases  would not be subject to the 10 percent limit stated above.  The
Board of Trustees will in good faith  determine the specific types of securities
deemed to be liquid and the value of such securities.

15.  Purchasing  any security if as a result the Portfolio  would then have more
than 5% of its  total  assets  invested  in  securities  of  issuers  (including
predecessors)  that have been in continual  operation for less than three years.
This limitation shall not apply to investments in U.S. Government securities.

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

17. Investing in warrants,  except that the Portfolio may invest in warrants if,
as a result,  the investments  (valued at the lower of cost or market) would not
exceed five  percent of the value of the  Portfolio's  net assets,  of which not
more than 2% of the  Portfolio's  net assets may be  invested  in  warrants  not
listed  on a  recognized  domestic  stock  exchange.  Warrants  acquired  by the
Portfolio as part of a unit or attached to securities at the time of acquisition
are not subject to this limitation.

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

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

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

Transactions  in equity  securities  are in many cases  effected  on U.S.  stock
exchanges and involve the payment of negotiated brokerage commissions.  There is


                                      -8-
<PAGE>

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

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

In selecting brokers or dealers to execute portfolio transactions on behalf of a
Portfolio, Alger Management seeks the best overall terms available. In assessing
the best overall terms  available for any  transaction,  Alger  Management  will
consider the factors it deems  relevant,  including the breadth of the market in
the  investment,  the  price of the  investment,  the  financial  condition  and
execution  capability  of the  broker or dealer  and the  reasonableness  of the
commission,  if any, for the specific  transaction and on a continuing basis. In
addition,  Alger  Management is  authorized,  in selecting  parties to execute a
particular  transaction and in evaluating the best overall terms  available,  to
consider  the  brokerage  and research  services,  as those terms are defined in
section 28(e) of the Securities  Exchange Act of 1934, provided to the Portfolio
involved, the other Portfolios and/or other accounts over which Alger Management
or its affiliates exercise investment discretion.  Alger Management's fees under
its  agreements  with the  Portfolios are not reduced by reason of its receiving
brokerage and research  service.  The Fund's Board of Trustees will periodically
review the  commissions  paid by the Portfolios to determine if the  commissions
paid over  representative  periods of time are  reasonable  in  relation  to the
benefits  inuring to the Portfolios.  During the fiscal years ended December 31,
1992  and  1993,  the Fund  paid an  aggregate  of  approximately  $253,721  and
$590,712,  respectively,  in commissions to  broker-dealers  in connection  with
portfolio  transactions,  100% of which was paid to Alger Inc. During the fiscal
year ended  December  31,  1994,  the Fund paid an  aggregate  of  approximately
$1,158,107  in  commissions  to  broker-dealers  in  connection  with  portfolio
transactions  of which  $1,157,607  (99.96%) was paid to Alger Inc. and $500 was
paid  to  other  broker-dealers.   Alger  Inc.  does  not  engage  in  principal
transactions  with  the Fund  and,  accordingly,  received  no  compensation  in
connection  with  securities  purchased  or sold in that manner,  which  include
securities traded in the over-the-counter  markets, money market investments and
most debt securities.

NET ASSET VALUE

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

The  assets  of the  Portfolios  are  generally  valued  on the  basis of market
quotations.  Securities  whose  principal  market  is on an  exchange  or in the
over-the-counter  market are valued at the last reported  sales price or, in the
absence of reported  sales,  at the mean  between the bid and asked price or, in
the absence of a recent bid or asked price,  the equivalent as obtained from one
or more of the major market makers for the  securities  to be valued.  Bonds and


                                      -9-
<PAGE>

other fixed income securities may be valued on the basis of prices provided by a
pricing  service  when the Fund's Board of Trustees  believes  that these prices
reflect the fair market value of the  securities.  Other  investments  and other
assets,   including  restricted  securities  and  securities  for  which  market
quotations are not readily available,  are valued at fair value under procedures
approved by the Fund's Board of Trustees.  Short-term securities with maturities
of 60 days or less are valued at  amortized  cost,  as  described  below,  which
constitutes fair value as determined by the Fund's Board of Trustees.

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

PURCHASES AND REDEMPTIONS

   
Shares  of the  Portfolios  are  offered  by the Fund on a  continuous  basis to
separate  accounts of  Participating  Insurance  Companies  and, if the order is
issued, to Plans. Shares are distributed by Alger Inc. as principal  underwriter
for the Fund pursuant to a distribution agreement (the "Distribution Agreement")
which provides that Alger Inc.  accepts orders for shares at net asset value and
no sales commission or load is charged.

Contract or policy holders and Plan  participants  do not deal directly with the
Fund regarding the purchase or redemption of a Portfolio's  shares. The separate
accounts of the Participating  Insurance Companies purchase and redeem shares of
each Portfolio based on, among other things,  the amount of premium  payments to
be invested and surrender and transfer  requests (as defined in the prospectuses
describing  the VA  contracts  and  VLI  policies  issued  by the  Participating
Insurance Companies) to be effected on that day pursuant to VA contracts and VLI
policies.  Plan  trustees  purchase  Portfolio  shares  on  behalf  of the  Plan
participants.  Participants  should  contact their Plan sponsor for  information
concerning the appropriate  procedure for investing in the Fund. Orders received
by the Fund or its  transfer  agent are  effected  on days on which the New York
Stock Exchange (the "NYSE") is open for trading.  Such purchases and redemptions
of the shares of each  Portfolio  are  effected  at their  respective  net asset
values  per share  determined  as of the close of  regular  trading  on the NYSE
(currently  4:00 p.m.  Eastern  time) on that same day.  See "Net Asset  Value."
Payment for  redemptions  will be made by the Fund's transfer agent on behalf of
the  Fund and the  relevant  Portfolios  within  seven  days  after  receipt  of
redemption requests.
    

The Fund may suspend the right of  redemption of shares of any Portfolio and may
postpone payment for any period:  (i) during which the NYSE is closed other than
customary  weekend and holiday  closings or during which  trading on the NYSE is
restricted;  (ii) when the SEC determines that a state of emergency exists which
may make payment or transfer not reasonably practicable; (iii) as the SEC may by
order permit for the protection of the  shareholders of the Fund; or (iv) at any
other time when the Fund may, under  applicable  laws and  regulations,  suspend
payment on the redemption of its shares.

   
Should any conflict  between VA contract and VLI policy  holders and Plans arise
which would  require that a substantial  amount of net assets be withdrawn  from
the Fund,  orderly  portfolio  management  could be disrupted  to the  potential
detriment of the VA contract and VLI policy holders or Plan participants.
    

MANAGEMENT

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




                                      -10-
<PAGE>

<TABLE>
<CAPTION>

Name, Position with
the Fund and Address                   Principal Occupations

<S>                                    <C>
   
Fred M. Alger III                      Chairman of the Board of Alger Associates, Inc. ("Associates"), Alger Inc.,
  Chairman of the Board                Alger Management, Alger Properties, Inc. ("Properties"), Alger
                                       Shareholder Services, Inc. ("Services"), Alger Life Insurance
                                       Agency, Inc. ("Agency")  and Analysts Resources, Inc. ("ARI").

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

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

Nanci K. Staple                        Secretary of Associates, Alger Management, Alger Inc., Properties,
  Secretary                            ARI, Services and Agency.
    

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

Stephen E. O'Neil                      Of counsel to the law firm of Baker, Nelson, Mishkin & Kohler;
  Trustee                              private investor since 1981; Director of Nova Care, Inc., Syntro 460
  Park Avenue                          Corporation and Brown-Forman Distillers Corporation; formerly New
  York, NY 10021                       President and Vice Chairman of City Investing Company and
                                       Director of Centerre Bancorporation.

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

John T. Sargent                        Private investor since 1987; Director of River Bank America
  Trustee                              and Atlantic Mutual Insurance Co.
  5 Beekman Place
  New York, NY 10022

</TABLE>

No director,  officer or employee of Alger  Management  or its  affiliates  will
receive any  compensation  from the Fund for serving as an officer or Trustee of
the Fund. The Fund pays each Trustee who is not a director,  officer or employee
of Alger  Management  or its  affiliates  a  quarterly  fee of $1,500,  which is
reduced by the proportion of the meetings not attended by the Trustee during the
quarter.

The Fund did not offer its Trustees any pension or retirement benefits during or
prior to the fiscal year ended December 31, 1994.  The following  table provides
compensation  amounts paid to Disinterested  Trustees of the Fund for the fiscal
year ended December 31, 1994.



                                      -11-
<PAGE>

                               COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                Total Compensation Paid to Trustees from
                                                                 The Alger Defined Contribution Trust,
                                         Aggregate                           The Alger Fund,
                                       Compensation                     The Alger American Fund,
                                      from The Alger               Castle Convertible Fund, Inc. and
Name of Person, Position               American Fund                       Spectra Fund, Inc.
- ------------------------             ----------------            ---------------------------------------
<S>                                       <C>                                    <C>    
Arthur M. Dubow, Trustee                  $6,000                                 $28,250
Stephen E. O'Neil, Trustee                $6,000                                 $28,250
Nathan E. Saint-Amand, Trustee            $6,000                                 $28,250
John T. Sargent, Trustee                  $6,000                                 $28,250
</TABLE>

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

Alger  Management  has agreed to reimburse the Portfolios to the extent that the
annual  operating  expenses  (excluding  interest,  taxes,  fees  for  brokerage
services and extraordinary  expenses) of the Alger American  Balanced  Portfolio
exceed 1.25%;  the Alger American Income and Growth  Portfolio exceed 1.25%; the
Alger American Small  Capitalization  Portfolio exceed 1.50%; the Alger American
Growth Portfolio exceed 1.50%; the Alger American MidCap Growth Portfolio exceed
1.50%;  and the Alger American  Leveraged  AllCap  Portfolio exceed 1.50% of the
average  daily net assets of the  applicable  Portfolio  for any fiscal year. An
expense  reimbursement,  if any, will be estimated and reconciled daily and paid
on a monthly basis.

During the fiscal years ended December 31, 1992, 1993 and 1994, Alger Management
earned  under the  terms of the  Management  Agreements  $30,445,  $122,834  and
$187,051,  respectively,  in  respect  of the Alger  American  Income and Growth
Portfolio; $726,362, $1,445,487 and $2,366,780,  respectively, in respect of the
Alger American Small Capitalization Portfolio;  $129,624, $372,682 and $756,637,
respectively,  in  respect  of the Alger  American  Growth  Portfolio;  $16,399,
$39,843 and $70,976,  respectively,  in respect of the Alger  American  Balanced
Portfolio.  For the period from May 3, 1993 (commencement of operations) through
December  31,  1993 and for the  fiscal  year ended  December  31,  1994,  Alger
Management  earned  $42,051 and $311,831,  respectively,  under the terms of the
Management  Agreement in respect of the Alger American MidCap Growth  Portfolio.
Certain of these fees,  however,  were offset by various expense  reimbursements
that are  described in the Notes to the Financial  Statements  contained in this
Statement of Additional Information.

Independent Public Accountants
Arthur Andersen LLP serves as independent public accountants for the Fund.

TAXES

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

Each  Portfolio has been  structured so as to qualify as a regulated  investment
company within the meaning of the Code. To so qualify,  a Portfolio must,  among
other  things:  (a) derive at least 90% of its gross income in each taxable year
from dividends,  interest,  payments with respect to securities  loans and gains
from the sale or other disposition of stock or securities;  (b) derive less than
30% of its gross income in each taxable year from the sale or other  disposition
of securities  held for less than three months;  and (c) meet certain  quarterly
diversification tests.



                                      -12-
<PAGE>

As a regulated  investment  company,  a Portfolio will not be subject to federal
income  tax on  its  net  investment  income  and  net  capital  gains  that  it
distributes  to its  shareholders,  provided  that  at  least  90%  of  its  net
investment income for the taxable year is distributed. All net investment income
and  net  capital  gains   distributed   by  a  Portfolio   will  be  reinvested
automatically  in additional  shares of the  Portfolio or paid in cash.  Amounts
reinvested in additional  shares will be considered to have been  distributed to
shareholders.

Segregated Asset Account
The Fund intends to distribute  shares in the Portfolios  only to  Participating
Insurance Companies which will hold those shares,  directly or indirectly,  in a
"segregated  asset  account"  within the  meaning  of the Code.  To qualify as a
segregated  asset  account,  the Portfolio in which such an account holds shares
must meet the diversification requirements of Section 817(h) of the Code and the
regulations promulgated thereunder. To meet those requirements,  a Portfolio may
not  invest  more  than  certain  specified  percentages  of its  assets  in the
securities of any one, two, three or four issuers.

The Fund has  undertaken  to meet the  diversification  requirements  of Section
817(h) of the Code.  This  undertaking  may limit the  ability  of a  particular
Portfolio to make certain otherwise permitted investments.

Income  on  assets of a  segregated  asset  account  will not be  taxable  to VA
contracts  or VLI policy  holders if that  account  has met the  diversification
requirements under Section 817(h) of the Code. In the event an account is not so
qualified, all VA contracts or VLI policies allocating any amount of premiums to
such account will not qualify as "annuity  contracts"  or "life  insurance"  for
federal income tax purposes. In that event, the holder of the VA contract or VLI
policy  would be taxed as though he owned a  proportionate  amount of the assets
held by such account  during and after all periods for which the account  failed
to be qualified.

   
Generally,  distributions  from a Plan will be taxable as ordinary income at the
rate  applicable  to the  participant  at the time of  distribution.  In certain
cases,  distributions  made to a  participant  from a Plan  prior to the date on
which the participant  reaches age 591/2 are subject to a penalty tax equivalent
to 10% of the amount so  distributed,  in  addition to the  ordinary  income tax
payable on such  amount  for the year in which it is  distributed.  Taxation  of
dividends and redemption payments received by Plan participants will depend upon
the nature of the Plan participant's  retirement plan and the tax status of that
particular Plan participant.
    

CUSTODIAN

Custodial Trust Company, 101 Carnegie Center,  Princeton, New Jersey 08540-6231,
serves as custodian for the Fund pursuant to a custodian  agreement  under which
it holds the Portfolios' assets.

TRANSFER AGENT

Alger Shareholder Services,  Inc., 30 Montgomery Street, Jersey City, New Jersey
07302,  serves as  transfer  agent for the Fund  pursuant  to a transfer  agency
agreement.  Under the transfer agency agreement Alger Shareholder Services, Inc.
processes  purchases and redemptions of shares of the Portfolios,  maintains the
shareholder account records for each Portfolio,  handles certain  communications
between   shareholders   and  the  Fund  and   distributes   any  dividends  and
distributions payable by the Fund.

CERTAIN SHAREHOLDERS

Set forth below is certain information regarding significant shareholders of the
Portfolios.  Alger  Management  (a  New  York  corporation)  is a  wholly  owned
subsidiary of Alger,  Inc. (a Delaware  corporation),  which in turn is a wholly
owned  subsidiary  of  Alger   Associates,   Inc.   ("Associates")  (a  Delaware
corporation). Fred M. Alger III and David D. Alger are the majority shareholders
of Associates and may be deemed to control that company and its subsidiaries. As
a result of these securities holdings,  these persons and companies individually
and jointly may be deemed to control certain of the  Portfolios,  which may have
the effect of proportionately diminishing the voting power of other shareholders
of these Portfolios. It can be expected, however, that this effect will diminish
as investors other than those identified above purchase additional shares of the
Portfolios.

   
The following table contains information regarding persons known to the Fund who
own beneficially or of record 5% or more of the shares of any Portfolio.  Unless
otherwise noted, the address of each owner is 75 Maiden Lane, New York, New York
10038.  All holdings are expressed as a percentage of a Portfolio's  outstanding
shares  as of July 21,  1995 and  record  and  beneficial  holdings  are in each
instance denoted as follows: record/beneficial.
    




                                      -13-
<PAGE>

<TABLE>
<CAPTION>
                               Alger         Alger
                             American      American                                      Alger          Alger
                              Income         Small          Alger          Alger       American       American
                                and        Capital-       American       American       MidCap        Leveraged
                              Growth        ization        Growth        Balanced       Growth         AllCap
Name and                     Portfolio     Portfolio      Portfolio      Portfolio     Portfolio      Portfolio
Address of                   (Record/      (Record/       (Record/       (Record/      (Record/       (Record/
Shareholders                Beneficial)   Beneficial)    Beneficial)    Beneficial)   Beneficial)    Beneficial)
- ------------                -----------   -----------    -----------    -----------   -----------    -----------
<S>                         <C>           <C>            <C>            <C>           <C>            <C>
   
Fred Alger & Company             *             *              *              *           --/--       65.4%/65.4%
Incorporated
30 Montgomery Street
Jersey City, NJ 07302

American Skandia              88.0%/--      55.5%/--       87.6%/--       85.4%/--      89.9%/--        --/--
Life Assurance
Corporation
Tower One
Corporate Drive
P. O. Box 883
Shelton, CT 06484

Ameritas Variable             10.3%/--         *           7.6%/--        12.6%/--       7.0%           --/--
Life Insurance Co
Separate Acct VA-2
Variable Annuity Product
P.O. Box 82550
Lincoln, NE 68501

Aetna Life Insurance             *          37.6%/--          *              *             *              *
and Annuity Company
151 Farmington Avenue
Hartford, CT  06156

CG Variable Annuity            --/--           *              *            --/--           *           24.3%/--
Separate Acct II
900 Cottage Grove Road
Hartford, CT  06152
    

Officers and                    **            **             **             **            **             **
Trustees as a Group**
</TABLE>

- ----------
 * Indicates shareholder owns less than 5% of the Portfolio's shares.
** Indicates Group owns less than 1% of the Portfolio's shares.

ORGANIZATION

The Fund has been organized as an  unincorporated  business trust under the laws
of the Commonwealth of Massachusetts pursuant to an Agreement and Declaration of
Trust dated  April 6, 1988 (the "Trust  Agreement").  The Alger  American  Small
Capitalization  Portfolio,  the Alger American Income and Growth Portfolio,  the
Alger American Growth Portfolio, the Alger American Balanced Portfolio (formerly
the Alger American Fixed Income  Portfolio) and the Alger American MidCap Growth
Portfolio commenced  operations on November 15, 1988, January 9, 1989, August 9,
1989,  September  5, 1989 and May 3,  1993,  respectively.  The  Alger  American
Leveraged  AllCap Portfolio  commenced  operations on January 25, 1995. The word
"Alger" in the Fund's name has been adopted pursuant to a provision contained in
the Agreement and Declaration of Trust. Under that provision,  Alger Associates,
Inc. may terminate  the Fund's  license to use the word "Alger" in its name when
Alger Management ceases to act as the Fund's investment manager.

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


                                      -14-
<PAGE>

certificates  representing shares of a Portfolio are physically issued only upon
specific written request of a shareholder.

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

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


DETERMINATION OF PERFORMANCE

The "total  return" and "yield"  described in the  Prospectus  as to each of the
Portfolios  are computed  according  to formulas  prescribed  by the SEC.  These
performance figures are calculated in the following manner:

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

                                  P (1+T)^n=ERV

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

The average annual total returns for the  Portfolios  for the periods  indicated
below were as follows:

                                                Period
                                      Five       from
                                      Years   Inception*
                        Year-Ended    Ended     through
                         12/31/94   12/31/94   12/31/94
                         --------   --------   --------

Alger American Balanced
  (formerly the Alger
  American Fixed Income)  -4.27%      4.73%     4.95%

Alger American Income &
  Growth                  -8.28%      6.37%     6.56%

Alger American Small      -4.38%     13.95%    19.46%
  Capitalization

Alger American Growth      1.45%     15.34%    16.82%

Alger American MidCap
  Growth                  -1.54%      n/a      20.55%

*  The Alger American  Balanced  Portfolio,  the Alger American  Income & Growth
   Portfolio,  the Alger  American  Small  Capitalization  Portfolio,  the Alger
   American  Growth  Portfolio and the Alger  American  MidCap Growth  Portfolio
   commenced  operations on September 5, 1989, November 15, 1988,  September 21,
   1988, January 9, 1989 and May 3, 1993, respectively.

                                      -15-
<PAGE>

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

                           a-b
               YIELD = 2[(----- + 1)^6 - 1]
                           cd
Where:    a =  dividends and interest earned during the period

          b =  expenses accrued for the period (net of reimbursements)

          c =  the average daily number of shares outstanding during the period
               that were entitled to receive dividends

          d =  the maximum offering price per share on the last day of the 
               period

   
In General
Current  performance  information  for the Portfolios may be obtained by calling
the Fund at the telephone number provided on the cover page of this Statement of
Additional  Information.  A Portfolio's quoted performance may not be indicative
of future performance.  A Portfolio's  performance will depend upon factors such
as the Portfolio's  expenses and the types and maturities of instruments held by
the Portfolio.  In addition, the actual return of a holder of a VA contract or a
VLI policy  will be  affected  by charges  imposed by the  separate  accounts of
Participating  Insurance Companies or, in the case of Plan participants,  by any
charges imposed under the Plan.
    

From time to time,  advertisements  or reports to  shareholders  may compare the
yield or performance of a Portfolio to that of other mutual funds with a similar
investment  objective.  The yield of the Alger Money Market  Portfolio  might be
compared  with, for example,  averages  compiled by  IBC/Donoghues's  Money Fund
Report,  a  widely  recognized,   independent   publication  that  monitors  the
performance  of money market mutual  funds.  The yield of the Alger Money Market
Portfolio  might also be compared  with the average  yield  reported by the Bank
Rate Monitor for money market deposit  accounts  offered by the 50 leading banks
and thrift institutions in the top five standard metropolitan areas.  Similarly,
the  performance  of the other  Portfolios,  for  example,  might be compared to
rankings  prepared  by  Lipper  Analytical  Services  Inc.,  which  is a  widely
recognized,  independent  service that monitors the performance of mutual funds,
as well as to various unmanaged indexes, such as the S&P 500, the Wilshire Small
Company  Growth  Index,  the Lehman  Government/Corporate  Bond Index or the S&P
MidCap 400 Index.  In  addition,  evaluations  of the  Portfolios  published  by
nationally  recognized  ranking  services  or  articles  regarding  performance,
rankings and other Portfolio characteristics may appear in national publications
including,  but not limited to, Barron's,  Business Week, Forbes,  Institutional
Investor,  Investor's  Business  Daily,  Kiplinger's  Personal  Finance,  Money,
Morningstar,  The New York Times,  USA Today and The Wall Street Journal and may
be included in  advertisements  or  communications  to  shareholders.  Any given
performance  comparison  should  not be  considered  as  representative  of such
Portfolio's performance for any future period.



                                      -16-
<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 1995

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

  Shares  COMMON STOCKS--96.7%                                          Value
  ------                                                                -----
          APPAREL--.7%
    100   Gymboree Corp.*+ ......................................    $    2,905
                                                                     ----------
          COMMUNICATIONS--12.8%

    200   ADC Telecommunications Inc.* ..........................         7,150
    200   DSC Communications Corporation* .......................         9,300
    100   General Instrument Corp.* .............................         3,838
    200   Motorola Inc. .........................................        13,425
    300   Tekelec Inc.*+ ........................................         7,275
    100   Viacom Inc. Cl. B* ....................................         4,638
    100   Vodafone Group ADR ....................................         3,787
                                                                     ----------
                                                                         49,413
                                                                     ----------
          COMPUTER RELATED &
            BUSINESS EQUIPMENT--10.9%
    200   Bay Networks Inc.* ....................................         8,275
    150   Cisco Systems Inc.* ...................................         7,584
    150   Dell Computer Corp.* ..................................         9,018
    100   Hewlett-Packard Co. ...................................         7,450
    100   International Business
            Machines Corp .......................................         9,600
                                                                     ----------
                                                                         41,927
                                                                     ----------
          COMPUTER SOFTWARE--11.2%
    200   Electronics For Imaging Inc.* .........................        10,450
    400   Informix Corp.*+ ......................................        10,150
    100   Medic Computer Systems Inc.* ..........................         3,850
    200   S3 Inc.* ..............................................         7,200
    300   Semtech Corp.* ........................................         5,025
    200   Softkey International Inc.*+ ..........................         6,375
                                                                     ----------
                                                                         43,050
                                                                     ----------
          COMPUTER TECHNOLOGY--4.7%
    400   C.P. Clare Corp.* .....................................         8,000
    100   Pinnacle Systems Inc.* ................................         2,250
    200   Silicon Graphics Corp.* ...............................         7,975
                                                                     ----------
                                                                         18,225
                                                                     ----------
          CONSUMER PRODUCTS--.7%
    100   Nabisco Holdings Corp. Cl. A+ .........................         2,700
                                                                     ----------
          DEFENSE--3.0%
    100   McDonnell Douglas Corp. ...............................         7,675
    300   Tracor Inc.* ..........................................         4,088
                                                                     ----------
                                                                         11,763
                                                                     ----------

          FINANCIAL SERVICES--2.3%
    100   Lehman Brothers Holdings, Inc. ........................         2,188
    150   Charles Schwab Corp. ..................................         6,505
                                                                     ----------
                                                                          8,693
                                                                     ----------

          HEALTHCARE--15.0%
    200   American Oncology Resources Inc.* .....................         5,550
    100   Amgen Inc.* ...........................................         8,044
    100   Forest Laboratories Inc.*+ ............................         4,438
    200   Healthsource, Inc.* ...................................         7,000
    100   Lilly (Eli) Co. .......................................         7,850
    125   Merck & Co., Inc. .....................................         6,125
    100   Oxford Health Plans Inc.* .............................         4,725
    100   Pfizer Inc. ...........................................         9,237
    100   St. Jude Medical Inc. .................................         5,013
                                                                     ----------
                                                                         57,982
                                                                     ----------

          PAPER PACKAGING &
            FOREST PRODUCTS--2.1%
    100   Alco Standard Corp. ...................................         7,987
                                                                     ----------

          RESTAURANTS & LODGING--1.1%
    200   Cracker Barrel Old Country Stores, Inc. ...............         4,125
                                                                     ----------

          RETAILING --2.7%
    100   Circuit City Stores Inc. ..............................         3,163
    200   Viking Office Products Inc.*+ .........................         7,325
                                                                     ----------
                                                                         10,488
                                                                     ----------

          SEMI-CONDUCTORS--24.0%
    100   Adaptec Inc.* .........................................         3,700
    200   Altera Corp.* .........................................         8,650
    300   Burr Brown Corp.* .....................................         8,100
    200   Integrated Device & Technology Inc.* ..................         9,250
    200   Intel Corp. ...........................................        12,663
    200   LSI Logic Corp.* ......................................         7,825
    100   Linear Technology Corporation .........................         6,600
    300   Micrel Inc.*+ .........................................         6,900
    800   Micro Linear Corporation* .............................        13,000
    200   Microchip Technology Inc.* ............................         7,274
    400   Orbit Semiconductor, Inc.* ............................         8,500
                                                                     ----------
                                                                         92,462
                                                                     ----------

          SEMI-CONDUCTORS CAPITAL
            EQUIPMENT--5.5%
    100   Applied Materials Inc.* ...............................         8,663
    300   FSI International Inc.* ...............................         6,993
    300   Opal Inc.* ............................................         5,550
                                                                     ----------
                                                                         21,206
                                                                     ----------
          Total Common Stocks
            (Cost $329,528) .....................................       372,926
                                                                     ----------

- --------------------------------------------------------------------------------
    
                                      F-1
<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (Cont'd)

June 30, 1995

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

  Shares  PREFERRED STOCKS--3.1%                                        Value
  ------                                                                -----

          COMMUNICATIONS
    200   Nokia Corp., ADR
           (Cost $9,600) ........................................    $   11,925
                                                                     ----------
          WARRANTS--.8%
          SEMI-CONDUCTORS
    100   Intel Corp. Warrants,*+
            expires 3/14/98 (Cost $1,506) .......................         3,025
                                                                     ----------

          SHORT-TERM INVESTMENTS--10.9%
          SECURITIES HELD
            UNDER REPURCHASE
            AGREEMENTS--
          Securities Held Under Repurchase
            Agreements, 6.125%-6.375%, 7/3/95,
            With Bear, Stearns & Co. Inc., dtd
            6/30/95, repurchase price
            $42,099; collateralized by
            U.S. Treasury Strips
            (par value $85,000 due
            8/15/01-2/15/11) ....................................    $   42,077
                                                                     ----------
Total Investments
  (Cost $ 382,711)(a) ....................................  111.5%      429,953
Liabilities in Excess Of Other Assets ....................  (11.5)      (44,222)
                                                            -----    ----------
Net Assets ...............................................  100.0%   $  385,731
                                                            =====    ==========

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

  *  Non-income producing security.
  +  Securities partially or fully on loan.
(a)  At June 30, 1995, the net unrealized appreciation on investments,  based on
     cost for federal income tax purposes of $382,711, amounted to $47,242 which
     consisted  of  aggregate  gross  unrealized  appreciation  of  $48,970  and
     aggregate gross unrealized depreciation of $1,728.

    
                       See Notes to Financial Statements.

                                      F-2
<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
FINANCIAL HIGHLIGHTS

For a share outstanding throughout the period

- --------------------------------------------------------------------------------
                                                           From January 25, 1995
                                                              (commencement of
                                                                 operations)
                                                            to June 30, 1995(i)
                                                            -------------------
Net asset value, beginning of period .........................   $    10.00
                                                                 ----------
Net investment (loss) ........................................        (0.04)
Net realized and unrealized gain  (loss) on investments ......         4.55
                                                                 ----------
    Total from investment operations .........................         4.51
                                                                 ----------
Net asset value, end of period ...............................   $    14.51
                                                                 ==========
Total Return .................................................       45.10%
                                                                 ==========
Ratios and Supplemental Data:

  Net assets, end of period (000's omitted) ..................   $      386
                                                                 ==========
  Ratio of expenses excluding interest to average net assets .        1.50%
                                                                 ==========
  Ratio of expenses including interest to average net assets .        1.94%
                                                                 ==========
  Decrease reflected in above expense ratios
    due to expense reimbursements ............................         6.83%
                                                                 ==========
  Ratio of net investment (loss) to average net assets .......       (0.91%)
                                                                 ==========
  Portfolio Turnover Rate ....................................       123.0%
                                                                 ==========
Debt outstanding at end of period ............................   $        0
                                                                 ==========
Average amount of debt outstanding during the period .........   $   13,748
                                                                 ==========
Average daily number of shares outstanding during the period .       24,688
                                                                 ==========
Average amount of debt per share during the period ...........   $     0.56
                                                                 ==========

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

(i)  Unaudited.  Ratios  have  been  annualized;   total  return  has  not  been
     annualized.

    

                       See Notes to Financial Statements.

                                      F-3
<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)

June 30, 1995

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

Assets:
  Investments in securities, at value
    (identified cost*)--see accompanying
    schedule of investments .....................................     $ 429,953
  Receivable for investment securities sold .....................        10,900
  Interest and dividends receivable .............................           160
  Receivable from Investment Manager--Note 3(a) .................         3,101
  Other assets ..................................................             3
                                                                      ---------
      Total Assets ..............................................       444,117
                                                                      ---------


Liabilities:
  Payable for securities loaned .................................        19,999
  Payable for investment securities purchased ...................        34,401
  Interest payable ..............................................           271
  Accrued investment management fees ............................           235
  Accrued expenses ..............................................         3,480
                                                                      ---------
      Total Liabilities .........................................        58,386
                                                                      ---------
Net Assets ......................................................     $ 385,731
                                                                      =========
Net Assets Consist of:
  Paid-in capital ...............................................     $ 273,414
  Undistributed net investment income (accumulated loss) ........        (1,119)
  Undistributed net realized gain ...............................        66,194
  Net unrealized appreciation ...................................        47,242
                                                                      ---------
Net Assets ......................................................     $ 385,731
                                                                      =========

Shares of beneficial interest outstanding--Note 6 ...............        26,591
                                                                      =========

Net Asset Value Per Share .......................................     $   14.51
                                                                      =========


*Identified cost ................................................     $ 382,711
                                                                      =========



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

    

                       See Notes to Financial Statements.

                                      F-4
<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
STATEMENT OF OPERATIONS (UNAUDITED)

For the period from January 25, 1995 (commencement of operations) 
  through June 30, 1995

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

INVESTMENT INCOME
  Income:
    Interest ....................................................     $     531
    Dividends ...................................................           740
                                                                      ---------
      Total Income ..............................................         1,271
                                                                      ---------
  Expenses:
    Management fees -- Note 3(a) ................................         1,047
    Interest expense ............................................           543
    Custodian fees ..............................................         3,616
    Transfer Agent Fees .........................................         1,075
    Professional fees ...........................................         1,665
    Trustees' fees ..............................................         1,721
    Miscellaneous ...............................................         1,131
                                                                      ---------
                                                                         10,798
    Less, expense reimbursement -- Note 3(a) ....................        (8,408)
                                                                      ---------
      Total Expenses ............................................         2,390
                                                                      ---------
NET INVESTMENT (LOSS) ...........................................        (1,119)
                                                                      ---------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
    Net realized gain on investments ............................        66,194
    Net change in unrealized appreciation on investments ........        47,242
                                                                      ---------
      Net realized and unrealized gain on investments ...........       113,436
                                                                      ---------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............     $ 112,317
                                                                      =========

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

    


                       See Notes to Financial Statements.

                                      F-5
<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
STATEMENT OF CASH FLOWS (UNAUDITED)

For the period from January 25, 1995 
  (commencement of operations) through June 30, 1995

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

Increase (decrease) in cash Cash flows from operating activities:
  Interest received ...............................................   $     515
  Dividends received ..............................................         595
  Operating expenses paid .........................................      (1,506)
  Purchase of short-term securities, net ..........................     (42,077)
  Purchase of portfolio securities ................................    (591,092)
  Proceeds from disposition of  portfolio securities ..............     340,154
  Other ...........................................................          (2)
                                                                      ---------
      Net cash used for operating activities ......................    (293,413)
                                                                      ---------
Cash flows from financing activities:
  Proceeds from shares sold .......................................     273,414
  Increase in cash collateral received on securities loaned .......      19,999
                                                                      ---------
      Net cash provided by financing activities ...................     293,413
                                                                      ---------
Net increase in cash ..............................................           0
Cash--beginning of period .........................................           0
                                                                      ---------
Cash--end of period ...............................................   $       0
                                                                      =========
Reconciliation of net increase in net assets to net
  cash (used for) operating activities:
Net increase in net assets resulting from operations ..............   $ 112,317
Increase in investments ...........................................    (316,518)
Increase in receivable for investments sold .......................     (10,900)
Increase in interest and dividends receivable .....................        (161)
Increase in payable for investments purchased .....................      34,401
Net realized gain .................................................     (66,194)
Net increase in unrealized appreciation ...........................     (47,242)
Increase in accrued expenses ......................................       3,987
Net increase in other assets ......................................      (3,103)
                                                                      ---------
Net cash used for operating activities ............................   $(293,413)
                                                                      =========

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

    

                       See Notes to Financial Statements.

                                      F-6
<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS (UNAUDITED)

For the period from January 25, 1995 
  (commencement of operations) through June 30, 1995

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

Net investment (loss) ...........................................     $  (1,119)
Net realized gain on investments ................................        66,194
Net change in unrealized appreciation on investments ............        47,242
                                                                      ---------
Net increase in net assets resulting from operations ............       112,317
Net increase from shares of beneficial
  interest transactions-- Note 6 ................................       273,414
                                                                      ---------
    Total increase ..............................................       385,731
Net Assets
  Beginning of period ...........................................          --
                                                                      ---------
  End of period .................................................     $ 385,731
                                                                      =========
  Undistributed net investment income (accumulated loss) ........     $  (1,119)
                                                                      =========




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

    







                       See Notes to Financial Statements.


                                      F-7
<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

June 30, 1995

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

NOTE 1 -- General:

The Alger  American  Fund (the  "Fund") is a  diversified,  open-end  registered
investment company organized as an unincorporated  business trust under the laws
of the  Commonwealth  of  Massachusetts.  The Fund operates as a series  company
currently issuing six classes of shares of beneficial interest:  American Growth
Portfolio,  American Small Capitalization Portfolio,  American Income and Growth
Portfolio,  American  Balanced  Portfolio,  American MidCap Growth Portfolio and
American Leveraged AllCap Portfolio  (collectively "the Portfolios").  Shares of
the  Portfolios  are available and are being  marketed  exclusively  as a pooled
funding  vehicle  for life  insurance  companies  writing  all types of variable
annuity  contracts  and  variable  life  insurance  policies.   These  financial
statements   include  only  the  American   Leveraged   AllCap   Portfolio  (the
"Portfolio").


NOTE 2--Significant Accounting Policies:

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

Securities  for which market  quotations  are not readily  available  are valued
according to procedures  established  by the Board of Trustees to determine fair
value in good faith.

Securities  having a  remaining  maturity  of sixty  days or less are  valued at
amortized cost which approximates market value.

(b) Security  Transactions  and Investment  Income:  Security  transactions  are
recorded on a trade date basis.  Resulting  receivables and payables are carried
at amounts which approximate fair value. Realized gains and losses from security
transactions  are  recorded on the  identified  cost basis.  Dividend  income is
recognized  on the  ex-dividend  date and interest  income is  recognized on the
accrual basis.

(c) Repurchase Agreements: The Portfolio enters into re-purchase agreements with
approved  institutions,  primarily U.S. Government  securities dealers,  and are
collateralized by U.S. Government securities. Such collateral is verified by the
investment  manager as being either received and held in physical  possession by
the  custodian or as having been received by such  custodian in book-entry  form
through the Federal Reserve  book-entry  system. The investment manager monitors
the value of the collateral at the time the repurchase agreement is entered into
and on a daily basis  during the term of the  agreement to ensure that its value
equals  or  exceeds  the  agreed-upon  repurchase  price  to be  repaid  to  the
Portfolio. Additional collateral is obtained when necessary.

(d) Lending of Portfolio  Securities:  The  Portfolio  lends its  securities  to
financial institutions,  including an affiliate of the custodian,  provided that
the market value of securities  loaned will not at any time exceed  one-third of
th Portfolio's  total assets. In order to protect against the risk of failure by
the  borrower to return the  securities  loaned or any delay in the  delivery of
such securities,  the investment manager insures that the loan is collateralized
by cash, letters of credit or U.S. Government  securities that are maintained at
all times in an amount equal to at least 100 percent of the current market value
of the loaned  securities.  At June 30, 1995, the value of securities loaned and
cash collateral received thereon were $19,389 and $19,999, respectively.

The Portfolio  invests the cash collateral and rebates a portion of the interest
earned to the borrower of the securities. During the period ended June 30, 1995,
the Portfolio  received $71 of stock loan fees,  net of rebates  paid.  Such net
fees  are  included  in  interest  income  in  the  accompanying   Statement  of
Operations.

    


                                      F-8
<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (Cont'd)

June 30, 1995

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

(e) Dividends to Shareholders: Dividends payable to shareholders are recorded by
the Portfolio on the ex-dividend date.

Dividends  from net  investment  income of the  Portfolio  are declared and paid
annually.

Dividends  from net  realized  gains,  offset  by any loss  carry  forward,  are
declared and paid annually after the end of the fiscal year in which earned.

(f)  Federal  Income  Taxes:  It is the  Portfolio's  policy to comply  with the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies  and to  distribute  all of the  taxable  income to its  shareholders.
Therefore, no federal income tax provision is required. The Portfolio is treated
as a separate entity for the purpose of determining such compliance.

(g)  Expenses:  The Fund accounts  separately  for the assets,  liabilities  and
operations of each of the  Portfolios.  Expenses  directly  attributable  to the
Portfolio  are  charged  to  the  Portfolio's  operations;  expenses  which  are
applicable to all Portfolios are allocated among them.


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

(a) Investment Management Fees: Fees incurred by the Portfolio,  pursuant to the
provisions of the Investment  Management  Agreement (the  "Agreement") with Fred
Alger Management,  Inc. ("Alger  Management"),  are payable monthly and computed
based on the  average  daily net assets of the  Portfolio  at the annual rate of
 .85%.

The  Agreement  further  provides  that  if in any  fiscal  year  the  aggregate
expenses,  excluding interest,  taxes, brokerage commissions,  and extraordinary
expenses,  of the Portfolio  exceed 1.50% of the average daily net assets of the
Portfolio,  Alger  Management  will  reimburse  the  Portfolio  for  the  excess
expenses.  For the period ended June 30, 1995, Alger  Management  reimbursed the
Portfolio $8,408.

(b)  Brokerage  Commissions:  During the six months  ended  June 30,  1995,  the
Portfolio  paid  Fred  Alger &  Company,  Incorporated  ("Alger  Inc.")  $495 in
connection with securities transactions.

(c)  Transfer  Agency Fees:  The  Portfolio  has entered into a transfer  agency
agreement with Alger Shareholder Services,  Inc. ("Services"),  whereby Services
will act as transfer  agent for the  Portfolio for a fee of $2,500 per year plus
out-of-pocket expenses.

(d) Other  Transactions  With  Affiliates:  Certain trustees and officers of the
Portfolio  are  directors  and  officers  of Alger  Management,  Alger Inc.  and
Services. At June 30, 1995, Alger Inc. and affiliates owned 24,501 shares of the
Portfolio.


NOTE 4--Securities Transactions:

During the period ended June 30, 1995, purchases and sales of securities,  other
than short-term securities, were $625,493 and $351,054, respectively.


NOTE 5--Short-Term Borrowings:

The  Portfolio  has a line of credit with a bank whereby it may borrow up to 1/3
of its assets, as defined, up to a maximum of $25,000,000.  Such borrowings have
a variable  interest  rate and are payable on demand.  For the period ended June
30, 1995,  the Portfolio had  borrowings  which  averaged  $13,748 at a weighted
average interest rate of 9.00%.


NOTE 6--Share Capital:

The  Portfolio  has an  unlimited  number of  authorized  shares  of  beneficial
interest of $.001 par value.

During the period  ended June 30,  1995,  transactions  of shares of  beneficial
interest were as follow:

                                   Shares       Amount
                                   ------       -------
Shares sold...................     26,591     $ 273,414
Shares redeemed...............         --            --
                                   ------     ---------

  Net increase................     26,591     $ 273,414
                                   ======     =========
    


                                      F-9

<PAGE>


                                                                January 26, 1995

FELLOW SHAREHOLDERS: 
1994 IN REVIEW
 
The end of the Cold War marked the beginning of a global economic boom. The
number of consumers in free-market economies quadrupled from one to four billion
following the collapse of the Communist regimes in Europe and the adoption of
macroeconomic reforms in many emerging markets. The enactment of the North
American Free Trade Agreement (NAFTA) and now the General Agreement on Tariffs
and Trade (GATT) will promote global economic growth in the years ahead through
the continuing expansion in world trade.
 
In 1994 the global economic expansion gained momentum as the economies in Europe
and Japan emerged from their lengthy recessions. The accelerating pace of
economic growth pushed up consumption. Companies in the industrialized world
increased production to meet growing demand in both domestic and overseas
markets. Massive restructurings and huge investments in new technologies, as
well as the decline of the dollar, put U.S. manufacturing at the forefront in
terms of both price and quality. The steady growth in U.S. exports in each of
the last five years demonstrates the competitive vibrancy of American business.
 
While rising consumption will continue to dominate the world economy for the
rest of the decade, we will see a pullback in 1995 as a consequence of the
devaluation of the Mexican peso. The loan guarantee program that the U.S.
government is preparing to assist Mexico should help restore investor confidence
that Mexico's near-term financial obligations will be met and the country's
liquidity problem should ease. For the intermediate term, however, the free fall
in the peso has been a severe blow to the Mexican economy. Domestic consumption
will drop, reducing Mexico's demand for imported goods in 1995. However, if the
economic program outlined by the Mexican government succeeds in preventing the
devaluation from turning into a destructive hyperinflationary wage-price spiral,
the Mexican economy will be able to recover from this setback.
 
The peso crisis has caused investors to rethink their assumptions about all
countries with large current deficits. It has produced a heavy wave of
indiscriminate selling in many emerging markets and especially those in Latin
America. Even the currencies of Canada, Italy, Spain and Sweden have been
subject to selling pressures in recent weeks. The downward pressures should ease
as confidence in Mexico's ability to meet its obligations is restored. Still, we
expect investors will reduce the amount of capital they are willing to commit to
many countries with high-risk profiles. Countries which rely on foreign capital
to finance capital investments and consumption could be compelled to reduce
their demand for imports by slowing domestic economic activity. This
retrenchment will likely reduce the expansion of world trade in 1995. Since a
growing share of U.S. exports is directed to developing countries, the pace of
U.S. exports should slow. Even though demand in Europe and Japan for
American-made goods and services is likely to expand in 1995 and make up for the
slowdown in other markets, the outlook for U.S. exports is not as favorable as
we had originally anticipated.
 
INFLATION WILL REMAIN MODERATE IN THE DECADE AHEAD. . .
 
In a free market economy, higher prices are the normal mechanism to attract the
funds needed to expand production. The price increases for
 

                                      F-10
<PAGE>
 
raw commodities in 1994, as measured by the raw industrial spot price index,
reflected a rise in real demand. Since these price increases will gradually work
their way through the chain of production, the rate of inflation for finished
goods could show a mild increase in 1995. However, labor costs remain controlled
despite sizable gains in employment. Employers lengthened the workweek, added to
overtime, and made greater use of temporary workers in an effort to control
labor costs. Price stress on the U.S. economy will ease in 1995 as demand
moderates. Not only will growth in exports slow, but there are also signs that
the series of rate hikes engineered by the Federal Reserve in 1994 are beginning
to restrain consumer spending.
 
Through the balance of this decade, inflation will be far less corrosive and
entirely unlike the inflation that plagued the 1970's. The U.S. has developed
into a service-based economy. Price trends in the service sector now have a
significant impact on the overall cost of living. Service sector inflation is
decelerating. In fact, the rate of inflation in the service sector in 1994 was
at its lowest level since 1965. Also, consumers and businesses alike have become
extremely price-sensitive. The competition at the finished goods level is
intense, and it remains difficult to pass along higher costs in the form of
higher prices.
 
Since expectations determine individual behavior and often become
self-fulfilling, the importance of psychology should not be underestimated. The
breakdown of Bretton Woods in 1971, followed by the "dirty float" beginning in
January 1973, produced a dramatic change in psychology and attitudes about
inflation. Commodity markets, which respond quickly to extreme changes in
psychology, viewed the break in the linkage between the dollar and gold as a
highly inflationary event and reacted immediately. For example, the price of
margarine nearly tripled even though production and, therefore, supplies,
actually increased. We have called this "psychological inflation."
 
The psychological inflation in the 1970's was not a response to a vibrant
growing economy. People came to expect prices to rise and they acted
accordingly. Businesses built up inventories in anticipation of the next round
of price increases. Inflation-induced profits inflated corporate earnings, so
managers did not focus on maximizing operations. Consumers bought early to avoid
price hikes. The growing inclusion of cost-of-living-adjustments (COLA's) in
union contracts is a prime example of how people adjusted to the specter of
rising prices.
 
This inflation psychology and the behavior pattern it produced was firmly
entrenched by the end of the 1970's and it took almost a full decade to
eliminate. Beginning in 1979, the Federal Reserve, under Chairman Paul Volcker,
began the task of eradicating inflation. The severe economic downturns in the
early 1980's slowed inflation, but it took several more years of moderate
inflation before attitudes began to change and the psychology shifted from one
characterized by acting on the expectation of higher prices to one in which
consumers and businesses expect price stability.
 
Attempts already underway at the local and Federal government level to rein in
government spending will reinforce this shift in psychology. The Republican
victory in the November election increases the likelihood that efforts to
curtail government spending will gain momentum. By reversing the trend toward
more entitlement programs, the Republicans could cut spending and carry out
their promise of balancing the Federal government budget. Limiting growth in
spending to 3 percent a year, for example, could bring the budget in line by
2004. We do not believe that the size of the government deficit
 

                                      F-11
<PAGE>
 
has any meaningful effect on the real economy, but a balanced budget would send
a decidedly positive message to the financial markets both here and abroad. Of
greater importance, in our view, would be the radical change in thinking that
this "revolution" would engender. Instead of encouraging Americans to ask for
more from their government, Americans would learn to expect less and take more
responsibility for their own actions. The change in expectations, we believe,
would alter the way people behave.
 
THE STOCK MARKET SHOULD PERFORM WELL IN 1995. . .
 
The psychological inflation of the 1970's had a profoundly negative impact on
financial markets. In the 1970's, illusory inventory profits distorted reported
earnings. The stock market saw the deteriorating quality of earnings and price
earnings ratios eroded. Therefore, despite the rise in reported earnings, the
stock market did not advance during the decade. The fixed-income markets only
adjusted with a long lag to rising inflation and produced years of low total
returns. The disinflation and gradual eradication of the inflation-psychology in
the 1980's was positive for both stocks and bonds. For the bond market,
investors became more confident that future returns would not be eaten up by
inflation; nominal and real interest rates declined. For the stock market, the
quality of earnings improved and price earnings ratios increased.
 
We anticipate a modest rally in the bond market in 1995 as inflation worries
recede. Although price earnings ratios have become progressively less sensitive
to interest rates, a stronger bond market would still be favorable for the stock
market. Moreover, our study of the ratio between the price-earnings reciprocal
and long-term interest rates suggests that the stock market is undervalued. The
ratio between the market multiple on estimated 1995 earnings and long-term
interest rates currently is 0.80, which is well below the 0.67 average for the
past 7 years and, in fact, closer to levels last seen in 1989. Furthermore, we
think it is likely that some of the capital which would have otherwise been
invested in overseas markets will remain in the U.S. Companies whose earnings
depend on a rapidly expanding economy may not meet projected earnings gains if
the economic growth moderates as we expect. On the other hand, growth stocks
which can produce rising earnings even in a slowing economy should continue to
report earnings gains in line with or even ahead of expectations. According to
our analysis which ranks companies by the growth and predictability of earnings,
financial strength and market position, quality growth companies command only a
small premium to the market. We would, therefore, expect the premium paid for
growth stocks to expand as the year progresses and growth stocks should
outperform the market as a whole.
 
PORTFOLIO MATTERS
THE ALGER AMERICAN GROWTH PORTFOLIO
 
The Alger American Growth Portfolio continued to do well in relation to the S&P
500. While it out-performed the S&P 500 by only a modest degree, 1.45% to 1.32%,
we view this as a moral victory in a very difficult market for growth stocks. As
was the case during the past several years, larger capitalization stocks fared
better than smaller capitalization stocks.
 
THE ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
 
For the second year in a row the Alger American Small Capitalization Portfolio
under-performed the Wilshire Small Company Growth Index. Our portfolio was down
4.38% versus an increase of .55% for the Wilshire. Most of this
under-performance occurred in the first two quarters of the year which was very
much an
 

                                      F-12
<PAGE>
 
extension of the severe contradiction of growth stock multiples which we saw
last year. While it is true that the index to which we are compared includes
growth stocks, our growth stocks are faster growing and as a result are more
volatile. This year, however, we expect a subsequent rebound in results.
 
THE AMERICAN INCOME AND GROWTH PORTFOLIO
 
The Alger American Income and Growth Portfolio declined 8.28% versus an increase
of 1.32% for the S&P 500. This was the most disappointing of all our Portfolios.
At midyear, we realized that our strategy, which included a portfolio of
electric utilities, was not effective. We changed directions, investing the
portfolio in more industrial type companies. While this helped somewhat, it was
not sufficient to defray our losses. We are extremely unhappy with the results
of this Portfolio and will continue to look to improve performance.
 
THE ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
 
The Alger American MidCap Growth Portfolio did very well against its comparative
index, declining 1.54% versus a decline of 3.58% for the S&P MidCap 400 Index.
We view this performance as very good given the difficult nature of the market
and the volatility of midcap stocks in general. This Portfolio, like many of our
Portfolios, was down significantly more at mid-year and we believe we have
achieved a good result by bringing it close to break-even at year end.
 
THE ALGER AMERICAN BALANCED PORTFOLIO
 
The Alger American Balanced Portfolio was down 4.27%, below both the S&P 500 and
the Lehman Government/Corporate Bond Index which were respectively up 1.32% and
down 3.51%. Generally, this would have to be considered a disappointing result
and probably derived from the equity portion of investments in growth stocks
which performed far worse than the stock market in general.
 
Again, 1994 was a difficult year for growth stock investing and we expect better
results in 1995.
 
                  Respectfully submitted,
 
                  David D. Alger
                  President
                  Fred Alger Management, Inc.
 

                                      F-13
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                                                         <C>
Alger American Growth Portfolio:
     Portfolio Review....................................................................        6
     Schedule of Investments.............................................................      7-8
     Financial Highlights................................................................        9
Alger American Small Capitalization Portfolio:
     Portfolio Review....................................................................       10
     Schedule of Investments.............................................................    11-12
     Financial Highlights................................................................       13
Alger American Income and Growth Portfolio:
     Portfolio Review....................................................................       14
     Schedule of Investments.............................................................    15-16
     Financial Highlights................................................................       17
Alger American Balanced Portfolio:
     Portfolio Review....................................................................       18
     Schedule of Investments.............................................................    19-20
     Financial Highlights................................................................       21
Alger American MidCap Growth Portfolio:
     Portfolio Review....................................................................       22
     Schedule of Investments.............................................................    23-24
     Financial Highlights................................................................       25
Statements of Assets and Liabilities.....................................................       26
Statements of Operations.................................................................       27
Statements of Cash Flows.................................................................       28
Statements of Changes in Net Assets......................................................    29-30
Notes to Financial Statements............................................................    31-34
Report of Independent Public Accountants.................................................       35
</TABLE>
 

                                      F-14
<PAGE>
 
<TABLE>
<S>                                                   <C>
                                   ALGER AMERICAN     PORTFOLIO REVIEW
                                           GROWTH     (Unaudited)
                                        PORTFOLIO     
</TABLE>
 
                        ALGER AMERICAN GROWTH PORTFOLIO
                               VS. S&P 500 INDEX
 
<TABLE>
<CAPTION>
                                 ALGER AMERI-
      MEASUREMENT PERIOD          CAN GROWTH
    (FISCAL YEAR COVERED)          PORTFOLIO        S&P 500
<S>                              <C>             <C>
09-JAN-89                               10.000          10.000
31-DEC-89                               12.410          13.012
31-DEC-90                               12.923          12.598
31-DEC-91                               18.143          16.436
31-DEC-92                               20.389          17.684
31-DEC-93                               24.971          19.459
31-DEC-94                               25.330          19.717
</TABLE>
 
The chart above shows the growth in value of hypothetical $10,000 investments
made in Alger American Growth Portfolio and the S&P 500 on January 9, 1989.
Figures for the Portfolio and the S&P 500, an unmanaged index of common stocks,
include reinvestment of dividends.
 
AVERAGE ANNUAL TOTAL RETURNS THROUGH 12/31/94*
- ---------------------------------------------------------
 
<TABLE>
<CAPTION>
                           1        5       SINCE
                         YEAR     YEARS     INCEPTION
<S>                      <C>      <C>       <C>
AMERICAN GROWTH          1.45%    15.34%    16.82%
S&P 500                  1.32%     8.70%    12.03%
</TABLE>
 
* Performance figures do not reflect deduction of insurance charges against
  assets or annuities. If these charges were deducted, the total return figures
  would be lower. Past performance does not guarantee future results.
 
INVESTMENT OBJECTIVE
- ---------------------------------------------------------
Seeks long-term capital appreciation by investing in a diversified, actively
managed portfolio of equity securities, primarily of companies with total market
capitalization of $1 billion or greater.
 
TOP FIVE INDUSTRY GROUPS AS OF 12/31/94
- ---------------------------------------------------------
 1. Communications
 2. Computer Related & Business Equipment
 3. Health Care
 4. Automotive
 5. Semi-Conductors
 
TOP TEN HOLDINGS AS OF 12/31/94
- ---------------------------------------------------------
 1. Chrysler Corporation
 2. Xerox Corporation
 3. Motorola Inc.
 4. Int'l Business Machines Corp.
 5. LSI Logic Corp.
 6. Charles Schwab Corp.
 7. Telephone and Data Systems, Inc.
 8. Century Telephone Enterprises, Inc.
 9. DSC Communications Corporation
10. Dow Chemical Company
 
PORTFOLIO INFORMATION
- ---------------------------------------------------------
 
<TABLE>
<S>                        <C>
Total Net Assets as of
  12/31/94:                $150.4 million
Inception Date:            1/9/89
Distribution Schedule:     Annually
Security Weightings
  as of 12/31/94:          Common Stock 89.1%
                           Preferred Stock 1.7%
                           Cash Equivalents 9.2%
</TABLE>
 

                                      F-15
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS

DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES                                             VALUE
- -------                                         ------------
<S>        <C>                                  <C>
           COMMON STOCKS -- 89.1%
           AUTOMOTIVE -- 7.5%
 97,500    Chrysler Corporation..............   $  4,777,500
 81,400    Cooper Tire & Rubber Co.+.........      1,923,075
 34,000    Harley-Davidson Inc. .............        952,000
 98,500    Varity Corp.*.....................      3,570,625
                                                ------------
                                                  11,223,200
                                                ------------
           CHEMICALS -- 2.4%
 54,700    Dow Chemical Company..............      3,678,575
                                                ------------
           COMMUNICATIONS -- 20.3%
 29,500    ADC Telecommunications Inc.*......      1,475,000
 97,000    AirTouch Communications Inc.*.....      2,825,125
 60,500    Andrew Corp.*.....................      3,161,125
131,600    Century Telephone Enterprises,
             Inc. ...........................      3,882,200
103,000    DSC Communications Corporation*...      3,695,125
 34,000    ECI Telecom Ltd. .................        463,250
 80,000    Motorola Inc. ....................      4,630,000
 84,700    Telephone and Data Systems,
             Inc. ...........................      3,906,788
 59,100    Tellabs, Inc.*....................      3,294,825
 96,000    Vodafone Group ADR................      3,228,000
                                                ------------
                                                  30,561,438
                                                ------------
           COMPUTER RELATED &
           BUSINESS EQUIPMENT -- 15.7%
 64,500    Bay Networks Inc.*................      1,902,750
 48,000    Cabletron Systems, Inc.*..........      2,232,000
 45,000    Chipcom Corporation*+.............      2,250,000
 13,600    Cisco Systems Inc.*...............        477,700
 84,000    Compaq Computer Corporation*......      3,318,000
 60,000    International Business Machines
             Corp. ..........................      4,410,000
 39,700    Seagate Technology Corp.*.........        952,800
 65,000    3 Com Corp.*......................      3,351,595
 48,100    Xerox Corporation.................      4,761,900
                                                ------------
                                                  23,656,745
                                                ------------
           COMPUTER SOFTWARE -- 1.8%
 50,000    Informix Corp.*...................      1,606,250
 18,000    Microsoft Corp.*..................      1,100,250
                                                ------------
                                                   2,706,500
                                                ------------
           COMPUTER TECHNOLOGY -- 2.1%
100,000    Silicon Graphics Inc.*............      3,100,000
                                                ------------
           DEFENSE -- 3.1%
 24,000    Lockheed Corp. ...................      1,743,000
 78,700    Loral Corp. ......................      2,980,763
                                                ------------
                                                   4,723,763
                                                ------------
 
<CAPTION>
SHARES                                             VALUE
- -------                                         ------------
<S>        <C>                                  <C>
           ENERGY & ENERGY SERVICES -- 2.1%
 10,000    Coflexip ADS......................   $    232,500
100,000    Tosco Corp. ......................      2,912,500
                                                ------------
                                                   3,145,000
                                                ------------
           FINANCIAL SERVICES -- 4.3%
 70,000    Merrill Lynch & Co., Inc. ........      2,502,500
113,000    Charles Schwab Corp.+.............      3,940,875
                                                ------------
                                                   6,443,375
                                                ------------
           HEALTH CARE -- 11.3%
 60,000    Amgen Inc.*.......................      3,540,000
 19,000    Cardinal Health Inc.+.............        881,125
 61,860    Columbia/HCA Healthcare Corp. ....      2,257,890
 50,000    Medtronic Inc. ...................      2,781,250
 49,000    Merck & Co., Inc. ................      1,868,125
 21,700    Pfizer Inc. ......................      1,676,325
 67,000    United Healthcare Corp.+ .........      3,023,375
 13,600    Warner-Lambert Company............      1,047,200
                                                ------------
                                                  17,075,290
                                                ------------
           LEISURE & ENTERTAINMENT -- 2.1%
 40,000    Carnival Corporation Class A......        850,000
 96,800    Circus Circus Enterprises Inc.*...      2,250,600
                                                ------------
                                                   3,100,600
                                                ------------
           MANUFACTURING -- 1.5%
 14,000    Thermo Electron Corp.*............        628,250
 32,000    Whirlpool Corp. ..................      1,608,000
                                                ------------
                                                   2,236,250
                                                ------------
           PAPER PACKAGING &
             FOREST PRODUCTS -- 3.5%
 25,000    Alco Standard Corp.+..............      1,568,750
 48,400    International Paper Co.+..........      3,648,150
                                                ------------
                                                   5,216,900
                                                ------------
           RESTAURANTS & LODGING -- 2.1%
170,000    Cracker Barrel Old Country Stores,
             Inc. ...........................      3,145,000
                                                ------------
</TABLE>
 

                                      F-16
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)
 
DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
SHARES                                             VALUE
- -------                                         ------------
<S>        <C>                                  <C>
           COMMON STOCKS (CONT'D)
           RETAILING -- 4.1%
 30,000    Nordstrom Inc.+...................   $  1,260,000
105,000    OfficeMax Inc.*...................      2,782,500
 27,500    Tandy Corporation.................      1,378,438
 23,000    Toys 'R' Us, Inc.*................        701,500
                                                ------------
                                                   6,122,438
                                                ------------
           SEMI-CONDUCTORS -- 5.2%
 65,000    Adaptec Inc.*.....................      1,535,625
 31,000    Intel Corp. ......................      1,980,125
103,000    LSI Logic Corp.*..................      4,158,625
  6,000    SGS-Thomson Microelectronics*.....        136,500
                                                ------------
                                                   7,810,875
                                                ------------
           TOTAL COMMON STOCKS
             (COST $123,530,257).............    133,945,949
                                                ------------
           PREFERRED STOCK -- 1.7%
           COMMUNICATIONS
 35,000    Nokia Corporation, ADR+
             (COST $2,315,397)...............      2,625,000
                                                ------------
</TABLE>
 
<TABLE>
<CAPTION>
WARRANTS
- -------
<S>        <C>                                  <C>
           WARRANTS
      1    Windmere Corp. Warrants, expires
             1/19/98 (COST $1)...............              0
                                                ------------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                            VALUE
- -------                                         ------------
<S>        <C>                                  <C>
           SHORT-TERM
             INVESTMENTS -- 21.8%
           SHORT-TERM CORPORATE
             NOTES -- 12.6%
$4,000,000 Cargill, Inc.,
             5.55%, 1/3/95...................   $  3,998,767
6,000,000  Country Wide Funding Corp.,
             5.95%, 1/5/95...................      5,996,033
4,000,000  GTE Northwest Inc.,
             5.88%, 1/13/95..................      3,992,160
5,000,000  Student Loan Corp.,
             6.00%, 1/3/95...................      4,998,332
                                                ------------
           TOTAL SHORT-TERM CORPORATE NOTES
             (COST $18,985,292)..............     18,985,292
                                                ------------
           SECURITIES HELD UNDER
             REPURCHASE
             AGREEMENTS -- 9.2%
           Securities Held Under Repurchase
             Agreements, 5.60% - 6.125%,
             1/3/95, with Bear, Stearns & Co.
             Inc., dtd 12/30/94, repurchase
             price $13,740,354;
             collateralized by U.S. Treasury
             Notes (par
             value $13,350,000,
             8.875% - 9.25%, due
             1/15/96 - 5/15/99)..............     13,731,285
                                                ------------
           TOTAL SHORT-TERM INVESTMENTS
             (COST $32,716,577)..............     32,716,577
                                                ------------
TOTAL INVESTMENTS
  (COST $158,562,232)(A).............  112.6%   169,287,526
Liabilities in Excess of Other
  Assets.............................  (12.6)   (18,897,050)
                                        ----    -----------
NET ASSETS...........................  100.0%   $150,390,476
                                        ----    -----------
                                        ----    -----------
</TABLE>
 
- --------------------------------------------------------------------------------
 
 *  Non-income producing security.
 +  Securities partially or fully on loan.
(a) At December 31, 1994, the net unrealized appreciation on investments, based
    on cost for federal income tax purposes of $158,834,040, amounted to
    $10,453,486 which consisted of aggregate gross unrealized appreciation of
    $14,206,439 and aggregate gross unrealized depreciation of $3,752,953.
 
                       See Notes to Financial Statements.
 

                                      F-17
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                    -------------------------------------------------
                                                      1994      1993      1992      1991        1990
                                                    --------   -------   -------   -------     ------
<S>                                                 <C>        <C>       <C>       <C>         <C>
Net asset value, beginning of year................  $  24.67   $ 20.17   $ 18.00   $ 12.86     $12.41
                                                    --------   -------   -------   -------     ------
Net investment income.............................      0.07      0.03      0.03      0.08(i)    0.07
Net realized and unrealized gain on investments...      0.15      4.50      2.19      5.11        .44
                                                    --------   -------   -------   -------     ------
          Total from investment operations........      0.22      4.53      2.22      5.19        .51
                                                    --------   -------   -------   -------     ------
Dividends from net investment income..............     (0.03)    (0.03)    (0.03)    (0.05)     (0.06)
Distributions from net realized gains.............     (1.73)    --        (0.02)    --          --
                                                    --------   -------   -------   -------     ------
          Total Distributions.....................     (1.76)    (0.03)    (0.05)    (0.05)     (0.06)
                                                    --------   -------   -------   -------     ------
Net asset value, end of year......................  $  23.13   $ 24.67   $ 20.17   $ 18.00     $12.86
                                                    ========   =======   =======   =======     ======
Total Return......................................     1.45%    22.47%    12.38%    40.39%      4.14%
                                                    ========   =======   =======   =======     ======
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted).........  $150,390   $74,878   $30,316   $10,094     $1,228
                                                    ========   =======   =======   =======     ======
  Ratio of expenses to average net assets.........      .86%      .97%      .99%     1.29%      1.50%
                                                    ========   =======   =======   =======     ======
  Decrease reflected in above expense ratio due to
     expense reimbursements.......................     --        --        --        --         2.31%
                                                    ========   =======   =======   =======     ======
  Ratio of net investment income to average net
     assets.......................................     0.48%     0.25%     0.33%     0.52%      1.69%
                                                    ========   =======   =======   =======     ======
  Portfolio Turnover Rate.........................   111.76%   112.64%    63.91%    58.95%     86.77%
                                                    ========   =======   =======   =======     ======
</TABLE>
 
- --------------------------------------------------------------------------------
(i) Amount was computed based on average shares outstanding during the period.
 
                       See Notes to Financial Statements.
 

                                      F-18
<PAGE>
 
<TABLE>
<S>                                                   <C>
                                   ALGER AMERICAN     PORTFOLIO REVIEW
                             SMALL CAPITALIZATION     (Unaudited)
                                        PORTFOLIO     
</TABLE>
 
                 ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
                    VS. WILSHIRE SMALL COMPANY GROWTH INDEX
 
<TABLE>
<CAPTION>
                                 ALGER AMERI-
                                   CAN SMALL       WILSHIRE
                                  CAPITALIZA-     SMALL COM-
      MEASUREMENT PERIOD             TION         PANY GROWTH
    (FISCAL YEAR COVERED)          PORTFOLIO         INDEX
<S>                              <C>             <C>
21-SEP-88                               10.000          10.000
31-DEC-88                                9.665          10.062
31-DEC-89                               15.896          11.964
31-DEC-90                               17.281           9.689
31-DEC-91                               27.225          15.192
31-DEC-92                               28.191          17.197
31-DEC-93                               31.935          20.289
31-DEC-94                               30.541          20.401
</TABLE>
 
The chart above shows the growth in value of hypothetical $10,000 investments
made in Alger American Small Capitalization Portfolio and the Wilshire Small
Company Growth Index on September 21, 1988. Figures for the Portfolio and the
Wilshire Small Company Growth Index, an unmanaged index of common stocks,
include reinvestment of dividends.
 
AVERAGE ANNUAL TOTAL RETURNS THROUGH 12/31/94*
- ---------------------------------------------------------
 
<TABLE>
<CAPTION>
                                    5       SINCE
                       1 YEAR     YEARS     INCEPTION
<S>                    <C>        <C>       <C>
AMERICAN SMALL
  CAPITALIZATION        -4.38%    13.95%    19.46%
Wilshire Small Co.
  Growth Index           0.55%    11.26%    12.02%
</TABLE>
 
* Performance figures do not reflect deduction of insurance charges against
  assets or annuities. If these charges were deducted, the total return figures
  would be lower. Past performance does not guarantee future results.
 
INVESTMENT OBJECTIVE
- ---------------------------------------------------------
Seeks long-term capital appreciation by investing in a diversified, actively
managed portfolio of equity securities, primarily of companies with total market
capitalization of less than $1 billion.
 
TOP FIVE INDUSTRY GROUPS AS OF 12/31/94
- ---------------------------------------------------------
 1. Semi-Conductors
 2. Communications
 3. Retailing
 4. Computer Related & Business Equipment
 5. Restaurants & Lodging

TOP TEN HOLDINGS AS OF 12/31/94
- ---------------------------------------------------------
 1. Altera Corp.
 2. Maxim Integrated Products, Inc.
 3. Adaptec, Inc.
 4. Informix Corp.
 5. Tellabs, Inc.
 6. Linear Technology Corp.
 7. Callaway Golf Co.
 8. Landry's Seafood Restaurants, Inc.
 9. Lone Star Steakhouse and Saloon, Inc.
10. Dollar General Corp.
 
PORTFOLIO INFORMATION
- ---------------------------------------------------------
 
<TABLE>
<S>                       <C>
Total Net Assets as of
  12/31/94:               $397.0 million
Inception Date:           9/21/88
Distribution Schedule:    Annually
Security Weightings
  as of 12/31/94:         Common Stock 88.6%
                          Cash Equivalents 11.4%
</TABLE>
 

                                      F-19
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
SCHEDULE OF INVESTMENTS

DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 SHARES                                           VALUE
- ---------                                      ------------
<S>          <C>                               <C>
             COMMON STOCKS -- 88.6%
             APPAREL -- 1.2%
   68,100    AnnTaylor Stores Corporation*...  $  2,340,938
   44,500    Mens Wearhouse Inc.*............     1,001,250
   29,300    Tommy Hilfiger Corporation*+....     1,322,163
                                               ------------
                                                  4,664,351
                                               ------------
             BUILDING & CONSTRUCTION -- .2%
  206,000    National Home Centers Inc.*.....       643,750
                                               ------------
             COMMUNICATIONS -- 13.2%
   48,700    ADC Telecommunications Inc.*....     2,435,000
  233,700    Century Telephone Enterprises,
             Inc. ...........................     6,894,150
  155,000    DSC Communications
             Corporation*....................     5,560,625
  115,800    Glenayre Technologies Inc.*+....     6,687,450
  171,500    Mobile Telecommunications
             Technologies Corp.*+............     3,344,250
  251,400    Network Equipment Technologies
             Inc.*+..........................     6,033,600
  266,800    QUALCOMM Inc.*+.................     6,403,200
  143,000    Telephone and Data Systems,
             Inc.............................     6,595,875
  152,700    Tellabs, Inc.*+.................     8,513,025
                                               ------------
                                                 52,467,175
                                               ------------
             COMPUTER RELATED &
             BUSINESS EQUIPMENT -- 9.1%
  176,100    Bay Networks Inc.*..............     5,194,950
  115,500    Chipcom Corporation*+...........     5,775,000
   77,500    Dell Computer Corp.*+...........     3,177,500
  200,000    Electronics For Imaging
             Inc.*+..........................     5,500,000
  160,800    International Imaging Inc.*+....     5,226,000
  198,300    Tech Data Corp.*................     3,371,100
   30,000    3 Com Corp.*....................     1,546,890
  375,000    Western Digital Corp.*..........     6,281,250
                                               ------------
                                                 36,072,690
                                               ------------
             COMPUTER SOFTWARE -- 5.6%
  388,000    Cheyenne Software Inc.*.........     5,141,000
  276,000    Informix Corp.*+................     8,866,500
  105,000    Pinnacle Systems Inc.*+.........     1,575,000
  135,000    S3 Inc.*+.......................     2,126,250
  133,000    Wonderware Corp.*...............     4,488,750
                                               ------------
                                                 22,197,500
                                               ------------
             COMPUTER TECHNOLOGY -- 2.1%
  145,000    ADFlex Solutions Inc.*..........     2,428,750
    7,500    Digital Microwave Corp.*+.......       154,688
  196,500    Merix Corporation*+.............     4,986,188
   50,000    Videonics Inc.*+................       637,500
                                               ------------
                                                  8,207,126
                                               ------------
 
<CAPTION>
 SHARES                                           VALUE
- ---------                                      ------------
<S>          <C>                               <C>
             ENERGY & ENERGY
               SERVICES -- .4%
   16,773    International Pedco Energy
             Corp.*..........................  $     19,725
  104,700    Vintage Petroleum Inc. .........     1,766,813
                                               ------------
                                                  1,786,538
                                               ------------
             FINANCIAL SERVICES -- 4.2%
   21,000    Advanta Corp., Class B+.........       530,250
  167,000    Cole Taylor Financial Group+....     3,507,000
  155,800    Charles Schwab Corp.+...........     5,433,525
   74,000    Insurance Auto Auctions
             Inc.*+..........................     2,261,662
  105,000    Oxford Resources Corp. Cl.
             A*+.............................     1,260,000
  200,000    Storage Trust Realty............     3,575,000
                                               ------------
                                                 16,567,437
                                               ------------
             FREIGHT -- 1.7%
  157,300    Landstar Systems Inc.*..........     5,151,575
   67,500    M.S. Carriers Inc.*+............     1,468,125
                                               ------------
                                                  6,619,700
                                               ------------
             HEALTHCARE -- 4.7%
  127,100    Health Management Associates
             Inc.
             Cl. A*..........................     3,177,500
  172,300    Integrated Health Services
             Inc.+...........................     6,805,850
   60,500    Omnicare Inc.+..................     2,654,438
  103,200    PhyCor Inc.*+...................     2,760,600
   15,000    Quantum Health Resources
             Inc.*+..........................       431,250
   79,300    Sybron International Corp.*+....     2,735,850
                                               ------------
                                                 18,565,488
                                               ------------
             LEISURE & ENTERTAINMENT -- 5.0%
  128,250    Arctco Inc.+....................     2,484,844
  242,000    Callaway Golf Corp.+............     8,016,250
  213,000    Graff Pay-Per-View*.............     2,396,250
  219,300    Players International Inc.*.....     4,934,250
   87,000    Regal Cinemas Inc.*.............     2,218,500
                                               ------------
                                                 20,050,094
                                               ------------
             MANUFACTURING -- .6%
   75,000    ITI Technologies Inc.*+.........     1,701,600
  103,000    Repap Enterprises Inc.*.........       527,875
                                               ------------
                                                  2,229,475
                                               ------------
             POLLUTION CONTROL -- 1.7%
  153,000    United Waste Systems Inc.*......     3,825,000
  256,500    USA Waste Services Inc.*........     2,917,688
                                               ------------
                                                  6,742,688
                                               ------------
</TABLE>
 

                                      F-20
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)

DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 SHARES                                           VALUE
- ---------                                      ------------
<S>          <C>                               <C>
             COMMON STOCKS (CONT'D)
             RESTAURANTS & LODGING -- 8.9%
  114,500    Au Bon Pain Co., Inc. Class
             A*+.............................  $  1,832,000
  312,000    Cracker Barrel Old Country
             Stores, Inc.....................     5,772,000
  279,200    Landrys Seafood Restaurants
             Inc.*+..........................     7,922,300
  367,400    Lone Star Steakhouse and Saloon,
               Inc.*+........................     7,348,000
  237,000    O'Charley's Inc.*...............     2,607,000
  211,000    Outback Steakhouse Inc.*+.......     4,958,500
  211,500    Pollo Tropical Inc.*+...........     2,035,688
  145,000    Rock Bottom Restaurants
             Inc.*+..........................     2,972,500
                                               ------------
                                                 35,447,988
                                               ------------
             RETAILING -- 9.8%
  137,000    Books-A-Million Inc.*+..........     2,311,875
  242,500    Dollar General Corp. ...........     7,275,000
  192,500    Fabri-Centers Of America
             Inc.*...........................     3,416,875
  106,500    Guest Supply Inc.*+.............     2,023,500
  239,300    OfficeMax Inc.*.................     6,341,450
  240,350    Sports & Recreation Inc.*+......     6,189,013
  100,800    The Sports Authority*+..........     2,116,800
   76,100    Tiffany & Co. ..................     2,967,900
  207,000    Viking Office Products Inc.*....     6,339,375
                                               ------------
                                                 38,981,788
                                               ------------
             SEMI-CONDUCTORS -- 19.2%
  385,000    Adaptec Inc.*...................     9,095,625
   96,000    Alliance Semiconductor
             Corp.*+.........................     3,000,000
  244,500    Altera Corp.*+..................    10,238,438
  187,000    Atmel Corp.*+...................     6,264,500
   59,500    Electroglas, Inc.*..............     1,985,813
  107,000    Fusion Systems Corporation*.....     2,808,750
   55,500    Lam Research Corp.*.............     2,067,375
  162,500    Linear Technology
             Corporation ....................     8,043,750
  274,000    Maxim Integrated Products
             Inc.*+..........................     9,590,000
  311,000    Micro Linear Corporation*.......     2,643,500
  159,625    Microchip Technologies Inc.*+...     4,389,688
  190,000    Orbit Semiconductor, Inc.*......     1,401,250
  230,000    Quad Systems Corp.*.............     2,932,500
  169,500    Sanmina Corp.*+.................     4,618,875
   75,000    Tencor Instruments*.............     2,887,500
   69,800    Xilinx Inc.*+...................     4,135,650
                                               ------------
                                                 76,103,214
                                               ------------
 
<CAPTION>
 SHARES                                           VALUE
- ---------                                      ------------
<S>          <C>                               <C>
             MISCELLANEOUS -- 1.1%
  165,000    Loewen Group Inc. ..............  $  4,372,500
                                               ------------
             TOTAL COMMON STOCK
             (COST $306,283,320).............   351,719,502
                                               ------------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL
  AMOUNT
- ----------
<S>           <C>                              <C>
              SHORT-TERM
              INVESTMENTS -- 38.1%
              SHORT-TERM
              CORPORATE NOTES -- 17.0%
$12,464,000   Allomon Funding Corp.,
              6.10%, 1/4/95(a)...............    12,457,664
15,000,000    American Honda Finance Corp.,
              5.95%, 1/12/95.................    14,972,729
15,000,000    Exxon Asset Management Co.,
              5.87%, 1/4/95..................    14,992,663
15,000,000    ITT Financial Corp.,
              5.85%, 1/5/95..................    14,990,250
10,000,000    Student Loan Corp.,
              6.00%, 1/3/95..................     9,996,667
                                               ------------
              TOTAL SHORT-TERM CORPORATE
              NOTES
              (COST $67,409,973).............    67,409,973
                                               ------------
              SECURITIES HELD UNDER
                REPURCHASE AGREEMENTS -- 21.1%
              Securities Held Under
                Repurchase Agreements,
                5.60% - 6.125%, 1/3/95, with
                Bear, Stearns & Co. Inc., dtd
                12/30/94, repurchase price
                $83,971,630; collateralized
                by U.S. Treasury Notes and
                U.S. Treasury Strips (par
                value $333,335,000,
                6.00% - 7.875%, due
                7/15/96 - 2/15/19)...........    83,914,783
                                               ------------
              TOTAL SHORT-TERM INVESTMENTS
              (COST $151,324,756)............   151,324,756
                                               ------------
TOTAL INVESTMENTS
  (COST $457,608,076)(B)...........  126.7%      503,044,258
Liabilities in Excess of Other
  Assets...........................  (26.7)     (106,007,160)
                                     -----     -------------
NET ASSETS.........................  100.0%    $ 397,037,098
                                     =====      ============
</TABLE>
 
- --------------------------------------------------------------------------------
 
 *  Non-income producing security.
 +  Securities partially or fully on loan.
(a) Pursuant to Securities and Exchange Commission Rule 144A, these securities
    may be sold prior to their maturity only to qualified institutional buyers.
(b) At December 31, 1994, the net unrealized appreciation on investments, based
    on cost for federal income tax purposes of $458,013,962, amounted to
    $45,030,296 which consisted of aggregate gross unrealized appreciation of
    $54,897,160 and aggregate gross unrealized depreciation of $9,866,864.
 
                       See Notes to Financial Statements.
 

                                      F-21
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                               -------------------------------------------------------
                                                 1994          1993       1992       1991       1990
                                               --------      --------   --------   --------   --------
<S>                                            <C>           <C>        <C>        <C>        <C>
Net asset value, beginning of year...........  $  30.88      $  27.26   $  26.79   $  17.02   $  15.79
                                               --------      --------   --------   --------   --------
Net investment income (loss).................     (0.03)(i)     (0.05)     (0.06)     (0.03)      0.02
Net realized and unrealized gain (loss) on
  investments................................     (1.45)         3.67       0.91       9.82       1.35
                                               --------      --------   --------   --------   --------
          Total from investment operations...     (1.48)         3.62       0.85       9.79       1.37
                                               --------      --------   --------   --------   --------
Dividends from net investment income.........     --            --         --         (0.02)     (0.01)
Distributions from net realized gains........     (2.09)        --         (0.38)     --         (0.13)
                                               --------      --------   --------   --------   --------
          Total Distributions................     (2.09)        --         (0.38)     (0.02)     (0.14)
                                               --------      --------   --------   --------   --------
Net asset value, end of year.................  $  27.31      $  30.88   $  27.26   $  26.79   $  17.02
                                               ========      ========   ========   ========   ========
Total Return.................................    (4.38%)       13.28%      3.55%     57.54%      8.71%
                                               ========      ========   ========   ========   ========
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)....  $397,037      $238,850   $135,718   $ 56,798   $  7,149
                                               ========      ========   ========   ========   ========
  Ratio of expenses to average net assets....     0.96%         1.03%       .98%      1.06%      1.50%
                                               ========      ========   ========   ========   ========
  Decrease reflected in above expense ratio
     due to expense reimbursements...........     --            --         --         --         0.33%
                                               ========      ========   ========   ========   ========
  Ratio of net investment income (loss) to
     average net assets......................    (0.10%)       (0.35%)    (0.37%)    (0.12%)     0.50%
                                               ========      ========   ========   ========   ========
  Portfolio Turnover Rate....................   117.61%       148.07%    108.06%    125.90%    132.46%
                                               ========      ========   ========   ========   ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
(i) Amount was computed based on average shares outstanding during the period.
 
                       See Notes to Financial Statements.
 

                                      F-22
<PAGE>
 
<TABLE>
<S>                                                   <C>
                                   ALGER AMERICAN     PORTFOLIO REVIEW
                                INCOME AND GROWTH     (Unaudited)
                                        PORTFOLIO     
</TABLE>
 
                   ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
                                  VS. S&P 500
 
<TABLE>
<CAPTION>
                                 ALGER AMERI-
                                  CAN INCOME
      MEASUREMENT PERIOD          AND GROWTH
    (FISCAL YEAR COVERED)          PORTFOLIO        S&P 500
<S>                              <C>             <C>
15-NOV-88                               10.000          10.000
31-DEC-88                               10.095          10.422
31-DEC-89                               10.842          13.715
31-DEC-90                               10.872          13.279
31-DEC-91                               13.428          17.325
31-DEC-92                               14.588          18.640
31-DEC-93                               16.097          20.511
31-DEC-94                               14.765          20.783
</TABLE>
 
The chart above shows the growth in value of hypothetical $10,000 investments
made in Alger American Income and Growth Portfolio and the S&P 500 on November
15, 1988. Figures for the Portfolio and the S&P 500, an unmanaged index of
common stocks, include reinvestment of dividends.
 
AVERAGE ANNUAL TOTAL RETURNS THROUGH 12/31/94*
- ---------------------------------------------------------
 
<TABLE>
<CAPTION>
                                    5       SINCE
                       1 YEAR     YEARS     INCEPTION
<S>                    <C>        <C>       <C>
AMERICAN INCOME AND
  GROWTH                -8.28%     6.37%     6.56%
S&P 500                  1.32%     8.70%    12.68%
</TABLE>
 
* Performance figures do not reflect deduction of insurance charges against
  assets or annuities. If these charges were deducted, the total return figures
  would be lower. Past performance does not guarantee future results.
 
INVESTMENT OBJECTIVE
- ---------------------------------------------------------
Seeks a high level of dividend income consistent with prudent investment
management by investing in dividend paying equity securities. Capital
appreciation is a secondary objective of the Portfolio.
 
TOP FIVE INDUSTRY GROUPS AS OF 12/31/94
- ---------------------------------------------------------
 1. Communications
 2. Health Care
 3. Automotive
 4. Computer Related & Business Equipment
 5. Manufacturing
 
TOP TEN HOLDINGS AS OF 12/31/94
- ---------------------------------------------------------
 1. United Healthcare Corp.
 2. Royal Dutch Petroleum Corp.
 3. Tellabs, Inc.
 4. DSC Communications Corp.
 5. Compaq Computer Corporation
 6. Chrysler Corporation
 7. General Electric Company
 8. TNT Freightways Corp.
 9. Texas Instruments, Inc.
10. Cracker Barrel Old Country Store, Inc.
 
PORTFOLIO INFORMATION
- ---------------------------------------------------------
 
<TABLE>
<S>                        <C>
Total Net Assets as of
  12/31/94:                $29.1 million
Inception Date:            11/15/88
Distribution Schedule:     Quarterly
Security Weightings
  as of 12/31/94:          Common Stock 91.4%
                           Preferred Stock 2.3%
                           Cash Equivalents 6.3%
</TABLE>
 

                                      F-23
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS

DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 SHARES                                             VALUE
- ---------                                         ----------
<S>          <C>                                  <C>
             COMMON STOCKS -- 91.4%
             AUTOMOTIVE -- 9.2%
   22,200    Chrysler Corporation...............  $1,087,800
   33,000    Cooper Tire & Rubber Co. ..........     779,625
   28,900    Harley-Davidson Inc. ..............     809,200
                                                  ----------
                                                   2,676,625
                                                  ----------
             CHEMICALS -- 1.4%
    5,900    Dow Chemical Company...............     396,775
                                                  ----------
             COMMUNICATIONS -- 18.8%
   20,000    Century Telephone Enterprises,
               Inc. ............................     590,000
   33,000    DSC Communications Corporation*....   1,183,875
   10,000    Glenayre Technologies Inc.*+.......     577,500
   14,000    Motorola Inc. .....................     810,250
   10,000    Telephone and Data Systems,
               Inc. ............................     461,250
   22,500    Tellabs, Inc.*.....................   1,254,375
   18,000    Vodafone Group ADR.................     605,250
                                                  ----------
                                                   5,482,500
                                                  ----------
             COMPUTER RELATED &
               BUSINESS EQUIPMENT -- 9.1%
   14,000    Bay Networks Inc.*.................     413,000
   28,200    Compaq Computer Corporation*.......   1,113,900
    8,000    International Business Machines
               Corp. ...........................     588,000
    5,500    Xerox Corporation .................     544,500
                                                  ----------
                                                   2,659,400
                                                  ----------
             CONGLOMERATE -- 3.4%
   19,200    General Electric Company...........     979,200
                                                  ----------
             FREIGHT -- 3.2%
   36,500    TNT Freightways, Corp. ............     935,313
                                                  ----------
             HEALTH CARE -- 10.6%
    6,000    Cardinal Health Inc. ..............     278,250
    7,000    Columbia/HCA Healthcare Corp. .....     255,500
   10,000    Merck & Co., Inc. .................     381,250
    6,000    Pfizer Inc. .......................     463,500
   31,200    United Healthcare Corp.+...........   1,407,900
    3,800    Warner-Lambert Company.............     292,600
                                                  ----------
                                                   3,079,000
                                                  ----------
             LEISURE &
               ENTERTAINMENT -- 2.4%
   32,600    Carnival Corporation Class A.......     692,750
                                                  ----------
 
<CAPTION>
 SHARES                                             VALUE
- ---------                                         ----------
<S>          <C>                                  <C>
             MANUFACTURING -- 7.4%
   10,200    Dover Corp. .......................  $  526,575
   13,400    Millipore Corp. ...................     648,225
   15,450    Precision Castparts Corp. .........     312,863
    8,800    Titan Wheel International, Inc.+...     244,200
    8,500    Whirlpool Corp. ...................     427,125
                                                  ----------
                                                   2,158,988
                                                  ----------
             METALS -- 3.4%
   12,200    Inland Steel Industries, Inc.*.....     428,525
   23,000    Kennametal, Inc. ..................     563,500
                                                  ----------
                                                     992,025
                                                  ----------
             OIL & GAS -- 4.5%
   12,200    Royal Dutch Petroleum Corp. .......   1,311,500
                                                  ----------
             PAPER PACKAGING & FOREST
               PRODUCTS -- 2.3%
    9,000    International Paper Co.+...........     678,375
                                                  ----------
             REAL ESTATE -- 2.6%
   34,700    Gables Residential Trust...........     746,050
                                                  ----------
             RESTAURANTS & LODGING -- 5.6%
   45,000    Cracker Barrel Old Country Stores,
               Inc. ............................     832,500
   40,100    Lone Star Steakhouse and Saloon,
               Inc.*+...........................     802,000
                                                  ----------
                                                   1,634,500
                                                  ----------
             RETAILING -- 2.4%
   10,000    Dollar General Corp. ..............     300,000
    8,000    Tandy Corporation..................     401,000
                                                  ----------
                                                     701,000
                                                  ----------
             SEMI-CONDUCTORS -- 5.1%
    5,000    Intel Corp. .......................     319,375
    6,000    Linear Technology Corporation .....     297,000
   11,800    Texas Instruments Incorporated.....     883,525
                                                  ----------
                                                   1,499,900
                                                  ----------
             TOTAL COMMON STOCKS
               (COST $26,021,186)...............  26,623,901
                                                  ----------
             PREFERRED STOCKS -- 2.3%
             COMMUNICATIONS
    9,000    Nokia Corporation, ADR+
             (COST $591,667)....................     675,000
                                                  ----------
</TABLE>
 

                                      F-24
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)

DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                           VALUE
- ---------                                      -----------
<S>          <C>                               <C>
             SHORT-TERM INVESTMENTS -- 20.5%
             SHORT-TERM CORPORATE
               NOTES -- 11.6%
$ 800,000    GTE Northwest Inc.,
               5.88%, 1/13/95...............   $   798,432
1,300,000    ITT Financial Corp.,
               5.85%, 1/5/95................     1,299,155
1,300,000    Prudential Funding Corp.,
               5.50%, 1/6/95................     1,299,006
                                               -----------
             TOTAL SHORT-TERM CORPORATE
               NOTES (COST $3,396,593)......     3,396,593
                                               -----------
 
<CAPTION>
                                                  VALUE
                                               -----------
<S>          <C>                               <C>
             SECURITIES HELD UNDER
               REPURCHASE
               AGREEMENTS -- 8.9%
             Securities Held Under
               Repurchase
               Agreements, 5.60% - 6.125%,
               1/3/95, with Bear, Stearns &
               Co. Inc., dtd 12/30/94,
               repurchase price $2,584,206;
               collateralized by U.S.
               Treasury Notes (par value
               $2,520,000, 7.875% - 9.125%,
               due 7/15/96 - 5/15/99).......     $ 2,582,460
                                                 -----------
             TOTAL SHORT-TERM INVESTMENTS
               (COST $5,979,053)............       5,979,053
                                                 -----------
TOTAL INVESTMENTS
  (COST $32,591,906)(A)...............  114.2%    33,277,954
Liabilities in Excess of Other
  Assets..............................  (14.2)    (4,143,055)
                                        -----     ----------
NET ASSETS............................  100.0%   $29,134,899
                                        =====    ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 *  Non-income producing security.
 +  Securities partially or fully on loan.
(a) At December 31, 1994, the net unrealized appreciation on investments, based
    on cost for federal income tax purposes of $32,591,906, amounted to $686,048
    which consisted of aggregate gross unrealized appreciation of $2,049,191 and
    aggregate gross unrealized depreciation of $1,363,143.
 
                       See Notes to Financial Statements.
 

                                      F-25
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                      -----------------------------------------------
                                                       1994      1993      1992      1991      1990
                                                      -------   -------   -------   -------   -------
<S>                                                   <C>       <C>       <C>       <C>       <C>
Net asset value, beginning of year..................  $ 15.31   $ 13.93   $ 13.08   $ 10.67   $ 10.74
                                                      -------   -------   -------   -------   -------
Net investment income...............................     0.17      0.07      0.08      0.09      0.11
Net realized and unrealized gain (loss) on
  investments.......................................    (1.47)     1.37      1.02      2.41     (0.08)
                                                      -------   -------   -------   -------   -------
          Total from investment operations..........    (1.30)     1.44      1.10      2.50      0.03
                                                      -------   -------   -------   -------   -------
Dividends from net investment income................    (0.15)    (0.06)    (0.12)    (0.09)    (0.10)
Distributions from net realized gains...............    (0.56)    --        (0.13)    --        --
                                                      -------   -------   -------   -------   -------
          Total Distributions.......................    (0.71)    (0.06)    (0.25)    (0.09)    (0.10)
                                                      -------   -------   -------   -------   -------
Net asset value, end of year........................  $ 13.30   $ 15.31   $ 13.93   $ 13.08   $ 10.67
                                                      =======   =======   =======   =======   =======
Total Return........................................   (8.28%)   10.34%     8.64%    23.51%      .28%
                                                      =======   =======   =======   =======   =======
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)...........  $29,135   $31,895   $ 8,671   $ 2,663   $   436
                                                      =======   =======   =======   =======   =======
  Ratio of expenses to average net assets...........     .75%      .97%     1.25%     1.25%     1.25%
                                                      =======   =======   =======   =======   =======
  Decrease reflected in above expense ratios due to
     expense reimbursements.........................    --        --        0.01%     0.66%     5.41%
                                                      =======   =======   =======   =======   =======
  Ratio of net investment income to average net
     assets.........................................    1.22%     1.51%     1.62%     2.54%     3.61%
                                                      =======   =======   =======   =======   =======
  Portfolio Turnover Rate...........................  177.97%   105.80%   100.62%    61.11%    56.90%
                                                      =======   =======   =======   =======   =======
</TABLE>
 
- --------------------------------------------------------------------------------
 
                       See Notes to Financial Statements.
 

                                      F-26
<PAGE>
 
<TABLE>
<S>                                                   <C>
                                   ALGER AMERICAN     PORTFOLIO REVIEW
                                         BALANCED     (Unaudited)
                                        PORTFOLIO     
</TABLE>
 
                 ALGER AMERICAN BALANCED PORTFOLIO VS. S&P 500
                       AND LEHMAN GOV'T/CORP. BOND INDEX
 
<TABLE>
<CAPTION>
                                 ALGER AMERI-                       LEHMAN
      MEASUREMENT PERIOD         CAN BALANCED                     GOV'T/CORP.
    (FISCAL YEAR COVERED)          PORTFOLIO        S&P 500       BOND INDEX
<S>                              <C>             <C>             <C>
05-SEP-89                               10.000          10.000          10.000
31-DEC-89                               10.265          10.170          10.399
31-DEC-90                               10.933           9.846          11.261
31-DEC-91                               11.447          12.846          13.077
31-DEC-92                               12.534          13.821          14.067
31-DEC-93                               13.511          15.209          15.623
31-DEC-94                               12.935          15.410          15.075
</TABLE>
 
The chart above shows the growth in value of hypothetical $10,000 investments
made in Alger American Balanced Portfolio, the S&P 500 and the Lehman
Government/Corporate Bond Index on September 5, 1989. Figures for the Portfolio,
the S&P 500 (an unmanaged index of common stocks) and the Lehman
Government/Corporate Bond Index (an unmanaged index of government and corporate
bonds) include reinvestment of dividends and/or interest.
 
AVERAGE ANNUAL TOTAL RETURNS THROUGH 12/31/94*
- ---------------------------------------------------------
 
<TABLE>
<CAPTION>
                                    5       SINCE
                       1 YEAR     YEARS     INCEPTION
<S>                    <C>        <C>       <C>
AMERICAN BALANCED       -4.27%     4.73%     4.95%
S&P 500                  1.32%     8.70%     8.46%
Lehman Gov't/Corp.
  Bond Index            -3.51%     7.71%     8.02%
</TABLE>
 
* Performance figures do not reflect deduction of insurance charges against
  assets or annuities. If these charges were deducted, the total return figures
  would be lower. Past performance does not guarantee future results.
 
INVESTMENT OBJECTIVE
- ---------------------------------------------------------
Seeks current income and long-term capital appreciation by investing in common
stocks and fixed income securities, with emphasis on income-producing securities
which appear to have some potential for capital appreciation.
 
TOP FIVE EQUITY INDUSTRY GROUPS AS OF 12/31/94
- ---------------------------------------------------------
 1. Communications
 2. Health Care
 3. Computer Related & Business Equipment
 4. Automotive
 5. Leisure & Entertainment
 
TOP BOND INDUSTRY GROUPS AS OF 12/31/94
- ---------------------------------------------------------
 1. U.S. Government and Agencies
 2. Automotive
 3. Insurance
TOP TEN EQUITY HOLDINGS AS OF 12/31/94
- ---------------------------------------------------------
 1. Telephone and Data Systems, Inc.
 2. Tellabs, Inc.
 3. Intel Corp.
 4. Charles Schwab Corp.
 5. Lone Star Steakhouse and Saloon, Inc.
 6. Varity Corp.
 7. Royal Dutch Petroleum Corp.
 8. Compaq Computer Corporation
 9. United Healthcare Corp.
10. Chrysler Corporation
 
PORTFOLIO INFORMATION
- ---------------------------------------------------------
 
<TABLE>
<S>                   <C>
Total Net Assets
  as of 12/31/94:     $10.4 million
Inception Date:       9/5/89
Distribution
  Schedule:           Annually
Security Weightings
  as of 12/31/94:     Common Stock 46.0%
                      Corporate Bonds 7.2%
                      U.S. Gov't Obligations 13.6%
                      Cash Equivalents 33.2%
</TABLE>
 

                                      F-27
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS

DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 SHARES                                             VALUE
- --------                                          ----------
<S>         <C>                                   <C>
            COMMON STOCKS -- 46.0%
            APPAREL -- .4%
   1,000    Tommy Hilfiger Corporation*........   $   45,125
                                                  ----------
            AUTOMOTIVE -- 3.4%
   2,700    Chrysler Corporation...............      132,300
   1,000    Harley-Davidson Inc................       28,000
   1,700    Pep Boys-Manny, Moe & Jack.........       52,700
   4,000    Varity Corp.*......................      145,000
                                                  ----------
                                                     358,000
                                                  ----------
            CHEMICALS -- .7%
   1,000    Dow Chemical Company...............       67,250
                                                  ----------
            COMMUNICATIONS -- 7.8%
   4,500    AirTouch Communications Inc.*......      131,063
   2,500    Century Telephone Enterprises,
              Inc..............................       73,750
   2,200    ECI Telecom Ltd. ..................       29,975
   1,700    Glenayre Technologies Inc.*+.......       98,175
   2,000    Motorola Inc. .....................      115,750
   4,300    Telephone and Data Systems,
              Inc. ............................      198,338
   3,000    Tellabs, Inc.*.....................      167,250
                                                  ----------
                                                     814,301
                                                  ----------
            COMPUTER RELATED &
              BUSINESS EQUIPMENT -- 4.0%
   1,800    Bay Networks Inc.*.................       53,100
   2,500    Cabletron Systems, Inc.*...........      116,250
   3,500    Compaq Computer Corporation*.......      138,250
   1,500    International Business Machines
              Corp. ...........................      110,250
                                                  ----------
                                                     417,850
                                                  ----------
            COMPUTER SOFTWARE -- 2.1%
   3,700    Informix Corp.*+...................      118,863
   2,900    Parametric Technology Corp.*.......      100,050
                                                  ----------
                                                     218,913
                                                  ----------
            COMPUTER TECHNOLOGY -- .9%
   3,000    Silicon Graphics Inc.*.............       93,000
                                                  ----------
            DEFENSE -- 2.2%
     700    Lockheed Corp. ....................       50,838
   2,600    Loral Corp.........................       98,475
   1,700    Martin Marietta Corp. .............       75,438
                                                  ----------
                                                     224,751
                                                  ----------
            FINANCIAL SERVICES -- 2.9%
   3,000    Lehman Brothers Holdings Inc. .....       44,250
   2,000    Merrill Lynch & Co., Inc. .........       71,500
     500    Morgan Stanley Group Inc. .........       29,500
   4,300    Charles Schwab Corp.+..............      149,963
                                                  ----------
                                                     295,213
                                                  ----------
 
<CAPTION>
 SHARES                                             VALUE
- --------                                          ----------
<S>         <C>                                   <C>
            HEALTH CARE -- 5.9%
   1,000    Cardinal Health Inc. ..............   $   46,375
   1,500    Columbia/HCA Healthcare Corp.......       54,750
   3,000    Integrated Health Services Inc.+...      118,500
   2,000    Merck & Co., Inc. .................       76,250
   1,400    Pfizer Inc. .......................      108,150
   2,000    Sybron International Corp.*+.......       69,000
   3,000    United Healthcare Corp.+...........      135,375
                                                  ----------
                                                     608,400
                                                  ----------
            LEISURE & ENTERTAINMENT -- 3.4%
   1,300    Callaway Golf Corp.+...............       43,063
   6,000    Carnival Corporation Class A.......      127,500
   5,450    Circus Circus Enterprises Inc.*....      126,713
   2,550    Mirage Resorts Inc.*+..............       52,275
                                                  ----------
                                                     349,551
                                                  ----------
            MANUFACTURING -- .5%
   1,200    Thermo Electron Corp.*.............       53,850
                                                  ----------
            OIL & GAS -- 1.3%
   1,300    Royal Dutch Petroleum Corp. .......      139,750
                                                  ----------
            PAPER PACKAGING & FOREST PRODUCTS -- 1.2%
   2,000    Alco Standard Corp. ...............      125,500
                                                  ----------
            RESTAURANTS & LODGING -- 2.4%
   5,700    Cracker Barrel Old Country Stores,
              Inc. ............................      105,450
   7,300    Lone Star Steakhouse and Saloon,
              Inc.*+...........................      146,000
                                                  ----------
                                                     251,450
                                                  ----------
            RETAILING -- 2.7%
     250    Dollar General Corp. ..............        7,500
   1,100    Nordstrom Inc......................       46,200
   3,750    Sports & Recreation Inc.*..........       96,563
   2,500    The Sports Authority*+.............       52,500
   1,500    Tandy Corporation..................       75,188
                                                  ----------
                                                     277,951
                                                  ----------
            SEMI-CONDUCTORS -- 3.2%
     500    Altera Corp.*......................       20,938
   2,500    Intel Corp. .......................      159,688
   2,500    LSI Logic Corp.*...................      100,938
   1,000    Linear Technology Corporation......       49,500
                                                  ----------
                                                     331,064
                                                  ----------
</TABLE>
 

                                      F-28
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)

DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
 SHARES                                             VALUE
- --------                                          ----------
<S>         <C>                                   <C>
            COMMON STOCKS (CONT'D)
            TOBACCO -- .5%
     900    Philip Morris Companies Inc.+......   $   51,750
                                                  ----------
            MISCELLANEOUS -- .5%
   2,000    Loewen Group Inc...................       53,000
                                                  ----------
            TOTAL COMMON STOCK
              (COST $4,478,064)................    4,776,669
                                                  ----------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT
- --------
<S>         <C>                                   <C>
            CORPORATE BONDS -- 7.2%
            AUTOMOTIVE -- 3.7%
$400,000    Ford Motor Credit Corp.,
              7.75%, 11/15/02+.................      381,712
                                                  ----------
            INSURANCE -- 3.5%
 200,000    Aetna Life & Casualty Co.,
              6.375%, 8/15/03..................      171,910
 200,000    Travelers Inc.,
              7.75%, 6/15/99...................      194,816
                                                  ----------
                                                     366,726
                                                  ----------
            TOTAL CORPORATE BONDS
              (COST $811,530)..................      748,438
                                                  ----------
            U.S. GOVERNMENT AND AGENCY OBLIGATIONS -- 13.6%
 200,000    U.S. Treasury Notes, 7.50%,
              10/31/99.........................      197,126
 200,000    U.S. Treasury Notes, 6.375%,
              1/15/00..........................      188,032
 400,000    U.S. Treasury Notes, 7.50%,
              5/15/02..........................      391,812
 300,000    U.S. Treasury Bonds, 7.625%,
              11/15/22.........................      289,407
 200,000    Federal Home Loan Mortgage Corp.,
              4.75%, 9/20/00...................      176,250
 200,000    Federal Home Loan Mortgage Corp.,
              6.50%, 6/10/03...................      174,626
                                                  ----------
            TOTAL U.S. GOVERNMENT AND AGENCY
              OBLIGATIONS (COST $1,498,596)....    1,417,253
                                                  ----------
 
<CAPTION>
PRINCIPAL
 AMOUNT                                             VALUE
- --------                                          ----------
<S>         <C>                                   <C>
            SHORT-TERM INVESTMENTS -- 40.9%
            SHORT-TERM CORPORATE NOTES -- 22.1%
$400,000    Cargill Inc.,
              5.55%, 1/3/95....................   $  399,877
 400,000    GTE Northwest Inc.,
              5.88%, 1/13/95...................      399,216
 500,000    ITT Financial Corp.,
              5.85%, 1/5/95....................      499,675
 500,000    Prudential Funding Corp.,
              5.50%, 1/6/95....................      499,618
 500,000    Student Loan Corp.,
              6.00%, 1/3/95....................      499,833
                                                  ----------
            TOTAL SHORT-TERM CORPORATE NOTES
              (COST $2,298,219)................    2,298,219
                                                  ----------
            SHORT-TERM U.S. GOVERNMENT OBLIGATIONS -- 10.5%
 900,000    U.S. Treasury Bills, 4.93%,
              2/16/95..........................      894,330
 200,000    U.S. Treasury Bills, 5.36%,
              2/16/95..........................      198,630
                                                  ----------
            TOTAL SHORT-TERM U.S. GOVERNMENT
              OBLIGATIONS (COST $1,092,960)....    1,092,960
                                                  ----------
            SECURITIES HELD UNDER REPURCHASE
              AGREEMENTS -- 8.3%
            Securities Held Under Repurchase
              Agreements, 5.60% - 6.125%,
              1/3/95, with Bear, Stearns & Co.
              Inc., dtd 12/30/94, repurchase
              price $862,835; collateralized by
              U.S. Treasury Strips (par value
              $4,350,000, due 2/15/15).........      862,248
                                                  ----------
            TOTAL SHORT-TERM INVESTMENTS
            (COST $4,253,427)..................    4,253,427
                                                  ----------
TOTAL INVESTMENTS
  (COST $11,041,617)(A)...............  107.7%    11,195,787
Liabilities in Excess of Other
  Assets..............................   (7.7)      (801,300)
                                        -----    -----------
NET ASSETS............................  100.0%   $10,394,487
                                        =====     ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
 *  Non-income producing security.
 +  Securities partially or fully on loan.
(a) At December 31, 1994, the net unrealized appreciation on investments, based
    on cost for federal income tax purposes of $11,041,617, amounted to $154,170
    which consisted of aggregate gross unrealized appreciation of $523,793 and
    aggregate gross unrealized depreciation of $369,623.
 
                       See Notes to Financial Statements.
 

                                      F-29
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO (i)
FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                        --------------------------------------------
                                                         1994      1993     1992     1991     1990
                                                        -------   ------   ------   ------   -------
<S>                                                     <C>       <C>      <C>      <C>      <C>
Net asset value, beginning of year....................  $ 11.58   $10.77   $10.02   $10.01   $ 10.04
                                                        -------   ------   ------   ------   -------
Net investment income.................................     0.20     0.15     0.22     0.45      0.66
Net realized and unrealized gain (loss) on
  investments.........................................    (0.70)    0.69     0.72     0.01     (0.03)
                                                        -------   ------   ------   ------   -------
          Total from investment operations............    (0.50)    0.84     0.94     0.46      0.63
                                                        -------   ------   ------   ------   -------
Dividends from net investment income..................    (0.13)   (0.03)   (0.19)   (0.45)    (0.66)
Distributions from net realized gains.................    (0.15)    --       --       --       --
                                                        -------   ------   ------   ------   -------
          Total Distributions.........................    (0.28)   (0.03)   (0.19)   (0.45)    (0.66)
                                                        -------   ------   ------   ------   -------
Net asset value, end of year..........................  $ 10.80   $11.58   $10.77   $10.02   $ 10.01
                                                        =======   ======   ======   ======   =======
Total Return..........................................   (4.27%)   7.79%    9.48%    4.70%     6.53%
                                                        =======   ======   ======   ======   =======
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted).............  $10,394   $7,848   $4,009   $1,487   $   365
                                                        =======   ======   ======   ======   =======
  Ratio of expenses to average net assets.............    1.08%    1.25%    1.25%    1.25%     1.25%
                                                        =======   ======   ======   ======   =======
  Decrease reflected in above expense ratios due to
     expense reimbursements...........................    --       0.19%    0.42%    1.37%     4.81%
                                                        =======   ======   ======   ======   =======
  Ratio of net investment income to average net
     assets...........................................    2.30%    2.05%    1.99%    4.22%     6.60%
                                                        =======   ======   ======   ======   =======
  Portfolio Turnover Rate.............................   78.80%   85.46%   15.27%     --     132.55%
                                                        =======   ======   ======   ======   =======
</TABLE>
 
- --------------------------------------------------------------------------------
(i) Prior to October 1, 1992, the American Balanced Portfolio was the American
    Fixed Income Portfolio.
 
                       See Notes to Financial Statements.
 

                                      F-30
<PAGE>
 
<TABLE>
<S>                                                   <C>
                                   ALGER AMERICAN     PORTFOLIO REVIEW
                                    MIDCAP GROWTH     (Unaudited)
                                        PORTFOLIO     
</TABLE>
 
                     ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
                               VS. S&P MIDCAP 400
 
<TABLE>
<CAPTION>
                                 ALGER AMERI-
                                  CAN MIDCAP
      MEASUREMENT PERIOD         GROWTH PORT-     S&P MIDCAP
    (FISCAL YEAR COVERED)            FOLIO         400 INDEX
<S>                              <C>             <C>
03-MAY-93                               10.000          10.000
31-DEC-93                               13.867          11.297
31-DEC-94                               13.653          10.893
</TABLE>
 
The chart above shows the growth in value of hypothetical $10,000 investments
made in Alger American MidCap Growth Portfolio and the S&P MidCap 400 Index on
May 3, 1993. Figures for the Portfolio and the S&P MidCap 400, an unmanaged
index of common stocks, include reinvestment of dividends.
 
AVERAGE ANNUAL TOTAL RETURNS THROUGH 12/31/94*
- ---------------------------------------------------------
 
<TABLE>
<CAPTION>
                                          SINCE
                                1 YEAR    INCEPTION
<S>                             <C>       <C>
AMERICAN MIDCAP GROWTH          -1.54%    20.55%
S&P MidCap 400 Index            -3.58%     5.27%
</TABLE>
 
* Performance figures do not reflect deduction of insurance charges against
  assets or annuities. If these charges were deducted, the total return figures
  would be lower. Past performance does not guarantee future results.
 
INVESTMENT OBJECTIVE
- ---------------------------------------------------------
Seeks long-term capital appreciation by investing in a diversified, actively
managed portfolio of equity securities, primarily of companies with total market
capitalization between $750 million and $3.5 billion.
 
TOP FIVE INDUSTRY GROUPS AS OF 12/31/94
- ---------------------------------------------------------
 1. Communications
 2. Semi-Conductors
 3. Retailing
 4. Health Care
 5. Computer Related & Business Equipment
 
TOP TEN HOLDINGS AS OF 12/31/94
- ---------------------------------------------------------
 1. Tellabs, Inc.
 2. Office Max, Inc.
 3. LSI Logic Corp.
 4. Informix Corporation
 5. Altera, Corp.
 6. DSC Communications Corp.
 7. Charles Schwab Corp.
 8. United Healthcare Corp.
 9. Tandy Corporation
10. 3Com Corp.
 
PORTFOLIO INFORMATION
- ---------------------------------------------------------
 
<TABLE>
<S>                       <C>
Total Net Assets as of
  12/31/94:               $62.2 million
Inception Date:           5/3/93
Distribution Schedule:    Annually
Security Weightings
  as of 12/31/94:         Common Stock 87.5%
                          Preferred Stock 1.8%
                          Cash Equivalents 10.7%
</TABLE>
 

                                      F-31
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
 
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 SHARES                                           VALUE
- ---------                                       ----------
<S>          <C>                                <C>
             COMMON STOCKS -- 87.5%
             APPAREL -- 2.2%
   24,000    AnnTaylor Stores Corporation*...   $  825,000
   12,200    Tommy Hilfiger Corporation*+....      550,525
                                                ----------
                                                 1,375,525
                                                ----------
             AUTOMOTIVE -- 6.3%
   42,000    Cooper Tire & Rubber Co. .......      992,250
   46,000    Harley-Davidson Inc. ...........    1,288,000
   17,900    Pep Boys-Manny, Moe & Jack......      554,900
   30,000    Varity Corp.*...................    1,087,500
                                                ----------
                                                 3,922,650
                                                ----------
             COMMUNICATIONS -- 15.1%
   11,500    ADC Telecommunications Inc.*....      575,000
   17,500    Andrew Corp.*...................      914,375
   50,000    Century Telephone Enterprises,
               Inc...........................    1,475,000
   45,800    DSC Communications
               Corporation*..................    1,643,075
   21,200    ECI Telecom Ltd. ...............      288,850
   17,800    Glenayre Technologies Inc.*+....    1,027,950
   14,000    QUALCOMM Inc.*+.................      336,000
   29,000    Telephone and Data Systems,
               Inc...........................    1,337,625
   32,000    Tellabs, Inc.*..................    1,784,000
                                                ----------
                                                 9,381,875
                                                ----------
             COMPUTER RELATED &
               BUSINESS EQUIPMENT -- 6.7%
   34,900    Bay Networks Inc.*..............    1,029,550
   16,000    Cisco Systems Inc.*.............      562,000
   14,600    Seagate Technology Corp.*.......      350,400
   30,000    3Com Corp.*.....................    1,546,890
   41,000    Western Digital Corp.*..........      686,750
                                                ----------
                                                 4,175,590
                                                ----------
             COMPUTER SOFTWARE -- 2.7%
   52,000    Informix Corp.*+................    1,670,500
                                                ----------
             DEFENSE -- 1.8%
   30,000    Loral Corp. ....................    1,136,250
                                                ----------
             ENERGY & ENERGY SERVICES -- 1.9%
   40,000    Tosco Corp. New.................    1,165,000
                                                ----------
             FINANCIAL SERVICES -- 3.8%
   29,950    Advanta Corp., Class B+.........      756,238
   46,000    Charles Schwab Corp.+...........    1,604,250
                                                ----------
                                                 2,360,488
                                                ----------
 
<CAPTION>
 SHARES                                           VALUE
- ---------                                       ----------
<S>          <C>                                <C>
             HEALTH CARE -- 8.0%
   12,000    Cardinal Health Inc.+...........   $  556,500
   22,500    Health Management Associates
               Inc. Class A*.................      562,500
   25,000    Integrated Health Services
               Inc.+.........................      987,500
   38,000    Sybron International Corp.*+....    1,311,000
   35,000    United Healthcare Corp.+........    1,579,375
                                                ----------
                                                 4,996,875
                                                ----------
             LEISURE & ENTERTAINMENT -- 3.3%
   45,000    Callaway Golf Corp.+............    1,490,625
   27,000    Mirage Resorts Inc.*+...........      553,500
                                                ----------
                                                 2,044,125
                                                ----------
             MANUFACTURING -- .7%
   10,000    Thermo Electron Corp.*..........      448,750
                                                ----------
             RESTAURANTS & LODGING -- 6.2%
   66,000    Cracker Barrel Old Country
               Stores, Inc...................    1,221,000
   67,700    Lone Star Steakhouse and Saloon,
               Inc.*+........................    1,354,000
   53,500    Outback Steakhouse Inc.*+.......    1,257,250
                                                ----------
                                                 3,832,250
                                                ----------
             RETAILING -- 13.3%
   39,531    Dollar General Corp. ...........    1,185,930
   18,700    Nordstrom Inc. .................      785,400
   66,800    OfficeMax, Inc.*................    1,770,200
   68,000    The Sports Authority, Inc.*+....    1,428,000
   31,500    Tandy Corporation...............    1,578,938
   50,400    Viking Office Products Inc.*....    1,543,500
                                                ----------
                                                 8,291,968
                                                ----------
             SEMI-CONDUCTORS -- 14.2%
   60,000    Adaptec Inc.*...................    1,417,500
   39,600    Altera Corp.*...................    1,658,250
   41,000    Atmel Corp.*+...................    1,373,500
   30,000    Lam Research Corp.*.............    1,117,500
   41,500    LSI Logic Corp.*................    1,675,563
   20,000    Linear Technology
               Corporation ..................      990,000
   40,000    Micrel, Inc.*+..................      580,000
                                                ----------
                                                 8,812,313
                                                ----------
             MISCELLANEOUS -- 1.3%
   30,000    Loewen Group Inc. ..............      795,000
                                                ----------
             TOTAL COMMON STOCKS
               (COST $49,586,589)............   54,409,159
                                                ----------
</TABLE>
 

                                      F-32
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)

DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
 SHARES                                          VALUE
- ---------                                      ----------
<S>          <C>                               <C>
             PREFERRED STOCK -- 1.8%
             COMMUNICATIONS
   14,600    Nokia Corporation, ADR+
               (COST $962,943)..............   $1,095,000
                                               ----------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT
- ---------
<S>          <C>                               <C>
             SHORT-TERM INVESTMENTS -- 31.8%
             SHORT-TERM CORPORATE
               NOTES -- 16.5%
$2,400,000   Cargill Inc.,
               5.55%, 1/3/95................    2,399,260
2,400,000    GTE Northwest Inc.,
               5.88%, 1/13/95...............    2,395,296
2,750,000    ITT Financial Corp.,
               5.85%, 1/5/95................    2,748,213
2,750,000    Prudential Funding Corp.,
               5.50%, 1/6/95................    2,747,899
                                               ----------
             TOTAL SHORT-TERM CORPORATE
               NOTES (COST $10,290,668).....   10,290,668
                                               ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                 VALUE
                                               ----------
<S>          <C>                               <C>
             SECURITIES HELD UNDER
               REPURCHASE
               AGREEMENTS -- 15.3%
             Securities Held Under
               Repurchase Agreements,
               5.60% - 6.125%, 1/3/95, with
               Bear, Stearns & Co. Inc., dtd
               12/30/94, repurchase price
               $9,511,756; collateralized by
               U.S. Treasury Strips (par
               value $68,895,000, due
               2/15/15 - 8/15/22)...........    $9,505,342
                                                ----------
             TOTAL SHORT-TERM INVESTMENTS
               (COST $19,796,010)...........    19,796,010
                                                ----------
TOTAL INVESTMENTS
  (COST $70,345,542)(A)..........     121.1%    75,300,169
Liabilities in Excess of Other
  Assets.........................     (21.1)   (13,122,533)
                                      ----      ----------
NET ASSETS.......................     100.0%   $62,177,636
                                      =====     ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
 *  Non-income producing security.
 +  Securities partially or fully on loan.
(a) At December 31, 1994, the net unrealized appreciation on investments based
    on cost for federal income tax purposes of $70,405,889, amounted to
    $4,894,280 which consisted of aggregate gross unrealized appreciation of
    $6,394,492 and aggregate gross unrealized depreciation of $1,500,212.
 
                       See Notes to Financial Statements.
 

                                      F-33
<PAGE>
 
THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>

                                                                       YEAR             FROM  MAY 3, 1993
                                                                       ENDED            (COMMENCEMENT OF 
                                                                    DECEMBER 31,          OPERATIONS)   
                                                                       1994         TO DECEMBER 31, 1993(I)
                                                                    ------------    -----------------------
<S>                                                                  <C>                   <C>
Net asset value, beginning of year..............................     $ 13.72               $ 10.00
                                                                     -------               -------
Net investment income (loss)....................................        0.00(ii)             (0.02)
Net realized and unrealized gain (loss) on investments..........       (0.21)                 3.88
                                                                     -------               -------
          Total from investment operations......................       (0.21)                 3.86
Distributions from net realized gains...........................       (0.05)                (0.14)
                                                                     -------               -------
Net asset value, end of year....................................     $ 13.46               $ 13.72
                                                                     =======               =======
Total Return....................................................      (1.54%)                38.67%
                                                                     =======               =======
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted).......................     $62,178               $21,301
                                                                     =======               =======
  Ratio of expenses to average net assets.......................       0.97%                  1.50%
                                                                     =======               =======
  Decrease reflected in above expense ratio due to expense
     reimbursements.............................................       --                     0.03%
                                                                     =======               =======
  Ratio of net investment income (loss) to average net assets...       0.03%                 (0.58%)
                                                                     =======               =======
  Portfolio Turnover Rate.......................................      83.96%                 67.22%
                                                                     =======               =======
</TABLE>
 
- --------------------------------------------------------------------------------
 (i) Ratios have been annualized; total return has not been annualized.
 
(ii) Amount was computed based on average shares outstanding during the period.
 
                       See Notes to Financial Statements.
 

                                      F-34
<PAGE>
 
THE ALGER AMERICAN FUND
STATEMENTS OF ASSETS
AND LIABILITIES
 
DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                    AMERICAN      AMERICAN                    AMERICAN
                                     AMERICAN        SMALL       INCOME AND     AMERICAN       MIDCAP
                                      GROWTH      CAPITALIZATION   GROWTH       BALANCED       GROWTH
                                    PORTFOLIO      PORTFOLIO      PORTFOLIO     PORTFOLIO     PORTFOLIO
                                   ------------   ------------   -----------   -----------   -----------
<S>                                <C>            <C>            <C>           <C>           <C>
ASSETS:
 
  Investments in securities, at
     value (identified
     cost*) -- see accompanying
     schedules of investments....  $169,287,526   $503,044,258   $33,277,954   $11,195,787   $75,300,169
  Receivable for investment
     securities sold.............       --           1,900,100       364,733       209,420       650,966
  Receivable for shares of
     beneficial interest sold....       236,332        664,934        19,707        14,371       306,154
  Interest and dividends
     receivable..................       188,967         99,331        65,517        36,764        20,900
  Other assets...................         4,964         12,871         1,602           832         2,490
                                   ------------   ------------   -----------   -----------   -----------
       Total Assets..............   169,717,789    505,721,494    33,729,513    11,457,174    76,280,679
                                   ------------   ------------   -----------   -----------   -----------
LIABILITIES:
  Payable for securities
     loaned......................     9,016,827     79,875,544     2,389,114       784,482     8,592,913
  Payable for investment
     securities purchased........    10,155,549     23,774,744     1,748,723       247,870     5,384,063
  Payable for shares of
     beneficial interest
     redeemed....................        20,405      4,659,248       430,938        14,833        60,047
  Accrued investment management
     fees........................        81,530        249,975        14,976         6,526        36,739
  Accrued expenses...............        53,002        124,885        10,863         8,976        29,281
                                   ------------   ------------   -----------   -----------   -----------
       Total Liabilities.........    19,327,313    108,684,396     4,594,614     1,062,687    14,103,043
                                   ------------   ------------   -----------   -----------   -----------
NET ASSETS.......................  $150,390,476   $397,037,098   $29,134,899   $10,394,487   $62,177,636
                                    ===========    ===========    ==========    ==========    ==========
NET ASSETS CONSIST OF:
  Paid-in capital................  $138,492,981   $369,774,445   $30,519,516   $10,280,506   $59,551,254
  Undistributed net investment
     income (accumulated loss)...       482,192     (1,212,211)      363,594       216,631       (18,141)
  Undistributed net realized gain
     (accumulated loss)..........       690,009    (16,961,318)   (2,434,259)     (256,820)   (2,310,104)
  Net unrealized appreciation....    10,725,294     45,436,182       686,048       154,170     4,954,627
                                   ------------   ------------   -----------   -----------   -----------
NET ASSETS.......................  $150,390,476   $397,037,098   $29,134,899   $10,394,487   $62,177,636
                                    ===========    ===========    ==========    ==========    ==========
Shares of beneficial interest
  outstanding -- Note 5..........     6,501,654     14,537,803     2,190,885       962,043     4,620,425
                                    ===========    ===========    ==========    ==========    ==========
NET ASSET VALUE PER SHARE........  $      23.13   $      27.31   $     13.30   $     10.80   $     13.46
                                    ===========    ===========    ==========    ==========    ==========
*Identified cost.................  $158,562,232   $457,608,076   $32,591,906   $11,041,617   $70,345,542
                                    ===========    ===========    ==========    ==========    ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                       See Notes to Financial Statements.
 

                                      F-35
<PAGE>
 
THE ALGER AMERICAN FUND
STATEMENTS OF OPERATIONS
 
FOR THE YEAR ENDED DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                      AMERICAN       AMERICAN                    AMERICAN
                                       AMERICAN        SMALL        INCOME AND     AMERICAN       MIDCAP
                                        GROWTH      CAPITALIZATION    GROWTH       BALANCED       GROWTH
                                      PORTFOLIO      PORTFOLIO       PORTFOLIO     PORTFOLIO     PORTFOLIO
                                      ----------    ------------    -----------    ---------    -----------
<S>                                   <C>           <C>             <C>            <C>          <C>
INVESTMENT INCOME
  Income:
     Interest......................   $  606,253    $  1,984,940    $   139,680    $ 283,151    $   300,799
     Dividends.....................      747,096         394,993        449,793       36,574         88,232
                                      ----------    ------------    -----------    ---------    -----------
          Total Income.............    1,353,349       2,379,933        589,473      319,725        389,031
                                      ----------    ------------    -----------    ---------    -----------
  Expenses:
     Management fees -- Note
       3(a)........................      756,637       2,366,780        187,051       70,976        311,831
     Custodian fees................       34,868         112,145         14,573       12,770         20,705
     Transfer Agent fees...........       13,771          32,066          7,015        3,633          5,909
     Professional fees.............       19,405          47,011          6,713        4,756         12,453
     Trustees' fees................        4,800           4,800          4,800        4,800          4,800
     Miscellaneous.................       40,481          97,998          5,423        5,077         21,172
                                      ----------    ------------    -----------    ---------    -----------
          Total Expenses...........      869,962       2,660,800        225,575      102,012        376,870
                                      ----------    ------------    -----------    ---------    -----------
NET INVESTMENT INCOME (LOSS).......      483,387        (280,867)       363,898      217,713         12,161
                                      ----------    ------------    -----------    ---------    -----------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
     Net realized gain (loss) on
       investments.................      705,938     (17,564,040)    (2,087,625)    (256,903)    (2,319,155)
     Net change in unrealized
       appreciation (depreciation)
       on investments..............    1,040,130      14,069,231     (1,210,449)    (332,427)     2,842,601
                                      ----------    ------------    -----------    ---------    -----------
          Net realized and
            unrealized gain (loss)
            on investments.........    1,746,068      (3,494,809)    (3,298,074)    (589,330)       523,446
                                      ----------    ------------    -----------    ---------    -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS.......................   $2,229,455    $ (3,775,676)   $(2,934,176)   $(371,617)   $   535,607
                                       =========     ===========     ==========    =========     ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                       See Notes to Financial Statements.
 

                                      F-36
<PAGE>
 
THE ALGER AMERICAN FUND
STATEMENTS OF CASH FLOWS
 
FOR THE YEAR ENDED DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                    AMERICAN        AMERICAN                     AMERICAN
                                     AMERICAN         SMALL        INCOME AND     AMERICAN        MIDCAP
                                      GROWTH      CAPITALIZATION     GROWTH       BALANCED        GROWTH
                                    PORTFOLIO       PORTFOLIO      PORTFOLIO      PORTFOLIO     PORTFOLIO
                                   ------------   -------------   ------------   -----------   ------------
<S>                                <C>            <C>             <C>            <C>           <C>
INCREASE (DECREASE) IN CASH
 
Cash flows from operating
  activities:
  Interest received............... $    590,470   $   1,962,905   $    141,174   $   284,166   $    290,337
  Dividends received..............      611,029         365,329        447,556        34,176         82,456
  Operating expenses paid.........     (817,331)     (2,510,973)      (244,482)     (106,543)      (346,046)
  Purchase of short-term
     securities, net..............  (12,975,076)    (70,326,955)     1,091,632    (1,906,981)   (15,005,614)
  Purchase of portfolio
     securities................... (165,226,341)   (431,964,186)   (49,997,932)   (6,978,394)   (59,785,609)
  Proceeds from disposition of
     portfolio securities.........  102,111,858     291,714,350     48,646,023     5,352,368     28,140,360
  Other...........................       (3,181)         (7,055)          (748)         (657)        (2,368)
                                   ------------   -------------   ------------   -----------   ------------
          Net cash (used for)
            provided by operating
            activities............  (75,708,572)   (210,766,585)        83,223    (3,321,865)   (46,626,484)
                                   ------------   -------------   ------------   -----------   ------------
Cash flows from financing
  activities:
  Dividends paid..................   (6,532,029)    (18,316,556)    (1,437,286)     (233,614)      (122,328)
  Proceeds from shares sold and
     dividends reinvested.........  131,207,364     353,621,952     10,971,991     4,815,887     51,230,011
  Payments on shares redeemed.....  (51,229,384)   (168,901,272)    (8,903,818)   (1,618,563)   (10,964,573)
  Increase (decrease) in cash
     collateral received on
     securities loaned............    2,262,621      44,362,461       (714,110)      358,155      6,483,374
                                   ------------   -------------   ------------   -----------   ------------
          Net cash provided by
            (used for) financing
            activities............   75,708,572     210,766,585        (83,223)    3,321,865     46,626,484
                                   ------------   -------------   ------------   -----------   ------------
Net increase in cash..............            0               0              0             0              0
Cash -- beginning of year.........            0               0              0             0              0
                                   ------------   -------------   ------------   -----------   ------------
Cash -- end of year............... $          0   $           0   $          0   $         0   $          0
                                    ===========    ============    ===========    ==========    ===========
RECONCILIATION OF NET INCREASE
  (DECREASE) IN NET ASSETS TO NET
  CASH (USED FOR) PROVIDED BY
  OPERATING ACTIVITIES:
Net increase (decrease) in net
  assets resulting from
  operations...................... $  2,229,455   $  (3,775,676)  $ (2,934,176)  $  (371,617)  $    535,607
(Increase) in investments.........  (85,895,633)   (226,069,476)      (633,218)   (3,262,737)   (50,536,528)
(Increase) decrease in receivable
  for investments sold............    1,162,417          26,719        398,659      (100,076)      (406,407)
(Increase) in interest and
  dividends receivable............     (151,850)        (51,699)          (743)       (1,383)       (16,238)
Increase (decrease) in payable for
  investments purchased...........    8,643,660      15,465,964        (25,721)     (170,196)     4,292,070
Net realized (gain) loss..........     (705,938)     17,564,040      2,087,625       256,903      2,319,155
Net (increase) decrease in
  unrealized appreciation.........   (1,040,130)    (14,069,231)     1,210,449       332,427     (2,842,601)
Increase (decrease) in accrued
  expenses........................       52,593         149,827        (18,907)       (8,355)        30,824
Net (increase) decrease in other
  assets..........................       (3,146)         (7,053)          (745)        3,169         (2,366)
                                   ------------   -------------   ------------   -----------   ------------
Net cash (used for) provided by
  operating activities............ $(75,708,572)  $(210,766,585)  $     83,223   $(3,321,865)  $(46,626,484)
                                    ===========    ============    ===========    ==========    ===========
</TABLE>
 
                       See Notes to Financial Statements.
 

                                      F-37
<PAGE>
 
THE ALGER AMERICAN FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
FOR THE YEAR ENDED DECEMBER 31, 1994
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                    AMERICAN       AMERICAN                      AMERICAN
                                    AMERICAN         SMALL        INCOME AND      AMERICAN        MIDCAP
                                     GROWTH       CAPITALIZATION    GROWTH        BALANCED        GROWTH
                                   PORTFOLIO       PORTFOLIO       PORTFOLIO      PORTFOLIO      PORTFOLIO
                                  ------------    ------------    -----------    -----------    -----------
<S>                               <C>             <C>             <C>            <C>            <C>
Net investment income (loss)...   $    483,387    $   (280,867)   $   363,898    $   217,713    $    12,161
Net realized gain (loss) on
  investments..................        705,938     (17,564,040)    (2,087,625)      (256,903)    (2,319,155)
Net change in unrealized
  appreciation (depreciation)
  on investments...............      1,040,130      14,069,231     (1,210,449)      (332,427)     2,842,601
                                  ------------    ------------    -----------    -----------    -----------
Net increase (decrease) in net
  assets resulting from
  operations...................      2,229,455      (3,775,676)    (2,934,176)      (371,617)       535,607
Dividends to shareholders:
  Net investment income........       (122,545)        --            (296,743)      (109,638)       --
  Net realized gains...........     (6,409,484)    (18,316,556)    (1,140,543)      (123,976)      (122,328)
Net increase from shares of
  beneficial interest
  transactions -- Note 5.......     79,815,236     180,279,205      1,611,518      3,151,811     40,463,768
                                  ------------    ------------    -----------    -----------    -----------
          Total increase
            (decrease).........     75,512,662     158,186,973     (2,759,944)     2,546,580     40,877,047
Net Assets
  Beginning of year............     74,877,814     238,850,125     31,894,843      7,847,907     21,300,589
                                  ------------    ------------    -----------    -----------    -----------
  End of year..................   $150,390,476    $397,037,098    $29,134,899    $10,394,487    $62,177,636
                                   ===========     ===========     ==========     ==========     ==========
  Undistributed net investment
     income (accumulated
     loss).....................   $    482,192    $ (1,212,211)   $   363,594    $   216,631    $   (18,141)
                                   ===========     ===========     ==========     ==========     ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                       See Notes to Financial Statements.
 

                                      F-38
<PAGE>
 
THE ALGER AMERICAN FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
FOR THE YEAR ENDED DECEMBER 31, 1993
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                     AMERICAN                    AMERICAN
                                      AMERICAN     AMERICAN SMALL   INCOME AND     AMERICAN       MIDCAP
                                       GROWTH      CAPITALIZATION     GROWTH       BALANCED       GROWTH
                                      PORTFOLIO      PORTFOLIO       PORTFOLIO    PORTFOLIO    PORTFOLIO(*)
                                     -----------   --------------   -----------   ----------   ------------
<S>                                  <C>           <C>              <C>           <C>          <C>
Net investment income (loss).......  $   122,278    $    (586,996)  $   296,376   $  108,887   $    (30,302)
Net realized gain on investments...    6,815,068       24,938,463       845,957      131,520        347,798
Net change in unrealized
  appreciation on investments......    4,411,266        3,127,791       958,124      227,673      2,112,026
                                     -----------   --------------   -----------   ----------   ------------
Net increase in net assets
  resulting from operations........   11,348,612       27,479,258     2,100,457      468,080      2,429,522
Dividends to shareholders:
  Net investment income............      (57,621)        --             (79,052)     (12,644)       --
  Net realized gains...............      --              --             --            --           (216,419)
Net increase from shares of
  beneficial interest
  transactions -- Note 5...........   33,270,498       75,653,294    21,202,462    3,383,020     19,087,486
                                     -----------   --------------   -----------   ----------   ------------
          Total increase...........   44,561,489      103,132,552    23,223,867    3,838,456     21,300,589
Net Assets
  Beginning of year................   30,316,325      135,717,573     8,670,976    4,009,451        --
                                     -----------   --------------   -----------   ----------   ------------
  End of year......................  $74,877,814    $ 238,850,125   $31,894,843   $7,847,907   $ 21,300,589
                                      ==========      ===========    ==========    =========     ==========
  Undistributed net investment
     income (accumulated loss).....  $   121,350    $    (931,344)  $   296,439   $  108,556   $    (30,302)
                                      ==========      ===========    ==========    =========     ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
(*) Commenced operations May 3, 1993.
 
                       See Notes to Financial Statements.
 

                                      F-39
<PAGE>
 
THE ALGER AMERICAN FUND
 
NOTES TO
FINANCIAL STATEMENTS
 
- --------------------------------------------------------------------------------
 
NOTE 1 -- GENERAL:
 
The Alger American Fund (the "Fund") is a diversified, open-end registered
investment company organized as an unincorporated business trust under the laws
of the Commonwealth of Massachusetts. The Fund operates as a series company
currently issuing five classes of shares of beneficial interest: American Growth
Portfolio, American Small Capitalization Portfolio, American Income and Growth
Portfolio, American Balanced Portfolio and American MidCap Growth Portfolio
(collectively "the Portfolios"). Shares of the Portfolios are available and are
being marketed exclusively as a pooled funding vehicle for life insurance
companies writing all types of variable annuity contracts and variable life
insurance policies.
A sixth series of shares, American Leveraged AllCap Portfolio, is currently
available for sale but had not commenced operations as of December 31, 1994.
 
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES:
 
(a) Investment Valuation:  Investments of the Portfolios are valued at 4:00 p.m.
Eastern time on each day the New York Stock Exchange is open. Listed and
unlisted securities for which such information is regularly reported are valued
at the last reported sales price or, in the absence of reported sales, at the
mean between the bid and asked price, or, in the absence of a recent bid or
asked price, the equivalent as obtained from one or more of the major market
makers for the securities to be valued.
 
Securities for which market quotations are not readily available are valued
according to procedures established by the Board of Trustees to determine fair
value in good faith.
 
Securities having a remaining maturity of sixty days or less are valued at
amortized cost which approximates market value.
 
(b) Security Transactions and Investment Income: Security transactions are
recorded on a trade date basis. Resulting receivables and payables are carried
at amounts which approximate fair value. Realized gains and losses from security
transactions are recorded on the identified cost basis. Dividend income is
recognized on the ex-dividend date and interest income is recognized on the
accrual basis.
 
(c) Repurchase Agreements:  The Portfolios enter into repurchase agreements with
approved institutions, primarily U.S. Government securities dealers, and are
collateralized by U.S. Government securities. Such collateral is verified by the
investment manager as being either received and held in physical possession by
the custodian or as having been received by such custodian in book-entry form
through the Federal Reserve book-entry system. The investment manager monitors
the value of the collateral at the time the repurchase agreement is entered into
and on a daily basis during the term of the agreement to ensure that its value
equals or exceeds the agreed-upon repurchase price to be repaid to the
Portfolio. Additional collateral is obtained when necessary.
 
(d) Lending of Portfolio Securities:  The Portfolios lend their securities to
financial institutions, including an affiliate of the custodian, provided that
the market value of securities loaned will not at any time exceed one-third of
the Portfolio's total assets. In order to protect against the risk of failure by
the borrower to return the securities loaned or any delay in the delivery of
such securities, the investment manager insures that the loan is collateralized
by cash, letters of credit or U.S. Government securities that are maintained at
all times in an amount equal to at least 100 percent of the current market value
of the loaned securities. At
 

                                      F-40
<PAGE>
 
THE ALGER AMERICAN FUND
 
NOTES TO
FINANCIAL STATEMENTS (CONT'D)
 
- --------------------------------------------------------------------------------
 
December 31, 1994, the value of securities loaned and cash collateral received
thereon were as follows:
 
<TABLE>
<CAPTION>
                         VALUE OF         CASH
                        SECURITIES     COLLATERAL
                          LOANED        RECEIVED
                        -----------    -----------
<S>                     <C>            <C>
American Growth
  Portfolio..........   $ 8,727,854    $ 9,016,827
American Small
  Capitalization
  Portfolio..........    76,546,124     79,875,544
American Income and
  Growth Portfolio...     2,315,329      2,389,114
American Balanced
  Portfolio..........       752,729        784,482
American MidCap
  Growth Portfolio...     8,249,525      8,592,913
</TABLE>
 
The Portfolios invest the cash collateral and rebate a portion of the interest
earned to the borrower of the securities. During the year ended December 31,
1994, the American Growth Portfolio, the American Small Capitalization
Portfolio, the American Income and Growth Portfolio, the American Balanced
Portfolio and the American MidCap Growth Portfolio received $25,031, $166,461,
$10,276, $1,283 and $16,589, respectively, of stock loan fees, net of rebates
paid. Such net fees are included in interest income in the accompanying
Statements of Operations.
 
(e) Dividends to Shareholders:  Dividends payable to shareholders are recorded
by the Fund on the ex-dividend date.
 
The American Income and Growth Portfolio will generally declare and pay
dividends from net investment income quarterly, while the dividends from net
investment income of the American Growth Portfolio, the American Small
Capitalization Portfolio, the American Balanced Portfolio and the American
MidCap Growth Portfolio, are declared and paid annually.
 
With respect to all Portfolios, dividends from net realized gains, offset by any
loss carry forward, are declared and paid annually after the end of the fiscal
year in which earned.
 
(f) Federal Income Taxes:  It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of the taxable income of each Portfolio to its
respective shareholders. Therefore, no federal income tax provision is required.
Each Portfolio is treated as a separate entity for the purpose of determining
such compliance. At December 31, 1994, the net capital loss carryforwards of the
American Small Capitalization Portfolio, American Income and Growth Portfolio,
American Balanced Portfolio and American MidCap Growth Portfolio, which may be
used to offset future net realized gains, were approximately $14,557,000,
$2,397,000, $159,000 and $2,076,000, respectively, and expire in 2002.
 
(g) Expenses:  The Fund accounts separately for the assets, liabilities and
operations of each Portfolio. Expenses directly attributable to each Portfolio
are charged to that Portfolio's operations; expenses which are applicable to all
Portfolios are allocated among them.
 
NOTE 3 -- INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:
 
(a) Investment Management Fees:  Fees incurred by each Portfolio, pursuant to
the provisions of the Investment Management Agreements (the "Agreements") with
Fred Alger Management, Inc. ("Alger Management"), are payable monthly and
computed based on the average daily net assets of each Portfolio at the
following annual rates:
 
<TABLE>
<S>                                      <C>
American Growth Portfolio..............  .750%
American Small Capitalization
  Portfolio............................  .850
American Income and Growth Portfolio...  .625
American Balanced Portfolio............  .750
American MidCap Growth Portfolio.......  .800
</TABLE>
 
The Agreements further provide that if in any fiscal year the aggregate
expenses, excluding interest, taxes, brokerage commissions, and extraordinary
expenses, of
 

                                      F-41
<PAGE>
 
THE ALGER AMERICAN FUND
 
NOTES TO
FINANCIAL STATEMENTS (CONT'D)
 
- --------------------------------------------------------------------------------
 
the American Growth Portfolio exceed 1.50%; the American Small Capitalization
Portfolio exceed 1.50%; the American Income and Growth Portfolio exceed 1.25%;
the American Balanced Portfolio exceed 1.25%; and the American MidCap Growth
Portfolio exceed 1.50% of the average daily net assets of the applicable
Portfolio, Alger Management will reimburse that Portfolio for the excess
expenses. For the year ended December 31, 1994, no reimbursement was required.
 
(b) Brokerage Commissions:  During the year ended December 31, 1994, the
American Growth Portfolio, American Small Capitalization Portfolio, American
Income and Growth Portfolio, American Balanced Portfolio and American MidCap
Growth Portfolio paid Fred Alger & Company, Incorporated ("Alger Inc.")
$369,617, $499,021, $158,701, $13,161 and $117,108, respectively, in connection
with securities transactions.
 
(c) Transfer Agency Fees:  The Fund has entered into a transfer agency agreement
with Alger Shareholder Services, Inc. ("Services"), whereby Services will act as
transfer agent for the Fund for a fee of $2,500 per year per Portfolio plus
out-of-pocket expenses.
 
(d) Other Transactions With Affiliates:  Certain trustees and officers of the
Fund are directors and officers of Alger Management, Alger Inc. and Services. At
December 31, 1994, Alger Inc. and affiliates owned 35,316 shares, 22,119 shares,
1,110 shares, 1,437 shares, 1 share and 1 share of the American Growth
Portfolio, American Small Capitalization Portfolio, American Income and Growth
Portfolio, American Balanced Portfolio, American MidCap Growth Portfolio and
American Leveraged AllCap Portfolio, respectively.
NOTE 4 -- SECURITIES TRANSACTIONS:
 
Purchases and sales of securities, other than short-term securities, for the
year ended December 31, 1994, were as follows:
 
<TABLE>
<CAPTION>
                       PURCHASES         SALES
                      ------------    ------------
<S>                   <C>             <C>
American Growth
  Portfolio........   $173,870,001    $100,944,095
American Small
  Capitalization
  Portfolio........    447,430,150     291,500,470
American Income and
  Growth
  Portfolio........     49,972,211      48,246,528
American Balanced
  Portfolio........      6,808,198       5,450,822
American MidCap
  Growth
  Portfolio........     64,077,679      28,544,375
</TABLE>
 
NOTE 5 -- SHARE CAPITAL:
 
The Fund has an unlimited number of authorized shares of beneficial interest of
$.001 par value.
 
During the year ended December 31, 1994, transactions of shares of beneficial
interest were as follows:
 
<TABLE>
<CAPTION>
                          SHARES        AMOUNT
                        ----------   ------------
<S>                     <C>          <C>
American Growth
  Portfolio:
     Shares sold.......  5,373,649   $124,532,301
     Dividends
       reinvested......    304,524      6,532,029
                        ----------   ------------
                         5,678,173    131,064,330
     Shares redeemed... (2,211,790)   (51,249,094)
                        ----------   ------------
          Net
            increase...  3,466,383   $ 79,815,236
                         =========    ===========
</TABLE>
 
<TABLE>
<CAPTION>
                          SHARES        AMOUNT
                        ----------   ------------
<S>                     <C>          <C>
American Small
  Capitalization
  Portfolio:
     Shares sold....... 12,403,211   $335,183,769
     Dividend
       reinvested......    711,599     18,316,556
                        ----------   ------------
                        13,114,810    353,500,325
     Shares redeemed... (6,312,212)  (173,221,120)
                        ----------   ------------
          Net
            increase...  6,802,598   $180,279,205
                         =========    ===========
</TABLE>
 

                                      F-42
<PAGE>
 
THE ALGER AMERICAN FUND
 
NOTES TO
FINANCIAL STATEMENTS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                           SHARES        AMOUNT
                         ----------   ------------
<S>                      <C>          <C>
American Income and
  Growth Portfolio:
     Shares sold........    682,155   $  9,507,480
     Dividends
       reinvested.......    112,640      1,437,286
                         ----------   ------------
                            794,795     10,944,766
     Shares redeemed....   (686,690)    (9,333,248)
                         ----------   ------------
          Net
            increase....    108,105   $  1,611,518
                          =========    ===========
</TABLE>
 
<TABLE>
<CAPTION>
                           SHARES        AMOUNT
                         ----------   ------------
<S>                      <C>          <C>
American Balanced
  Portfolio:
     Shares sold........    413,116   $  4,551,206
     Dividends
       reinvested.......     22,313        233,615
                         ----------   ------------
                            435,429      4,784,821
     Shares redeemed....   (151,358)    (1,633,010)
                         ----------   ------------
          Net
            increase....    284,071   $  3,151,811
                          =========    ===========
</TABLE>
 
<TABLE>
<CAPTION>
                           SHARES        AMOUNT
                         ----------   ------------
<S>                      <C>          <C>
American MidCap Growth
  Portfolio:
     Shares sold........  3,901,955   $ 51,365,282
     Dividends
       reinvested.......      9,794        122,329
                         ----------   ------------
                          3,911,749     51,487,611
     Shares redeemed....   (843,779)   (11,023,843)
                         ----------   ------------
          Net
            increase....  3,067,970   $ 40,463,768
                          =========    ===========
</TABLE>
 
During the year ended December 31, 1993, transactions of shares of beneficial
interest were as follows:
 
<TABLE>
<CAPTION>
                           SHARES        AMOUNT
                         ----------   ------------
<S>                      <C>          <C>
American Growth
  Portfolio:
     Shares sold........  4,145,682   $ 88,973,836
     Dividends
       reinvested.......      2,935         57,621
                         ----------   ------------
                          4,148,617     89,031,457
     Shares redeemed.... (2,616,069)   (55,760,959)
                         ----------   ------------
          Net
            increase....  1,532,548   $ 33,270,498
                          =========    ===========
</TABLE>
 
<TABLE>
<CAPTION>
                          SHARES        AMOUNT
                        ----------   ------------
<S>                     <C>          <C>
American Small
  Capitalization
  Portfolio:
     Shares sold.......  9,000,007   $244,244,343
     Shares redeemed... (6,243,088)  (168,591,049)
                        ----------   ------------
          Net
            increase...  2,756,919   $ 75,653,294
                         =========    ===========
</TABLE>
 
<TABLE>
<CAPTION>
                          SHARES        AMOUNT
                        ----------   ------------
<S>                     <C>          <C>
American Income and
  Growth Portfolio:
     Shares sold.......  2,221,487   $ 32,177,496
     Dividends
       reinvested......      5,671         79,052
                        ----------   ------------
                         2,227,158     32,256,548
     Shares redeemed...   (766,821)   (11,054,086)
                        ----------   ------------
          Net
            increase...  1,460,337   $ 21,202,462
                         =========    ===========
</TABLE>
 
<TABLE>
<CAPTION>
                          SHARES        AMOUNT
                        ----------   ------------
<S>                     <C>          <C>
American Balanced
  Portfolio:
     Shares sold.......    477,857   $  5,265,555
     Dividends
       reinvested......      1,219         12,645
                        ----------   ------------
                           479,076      5,278,200
     Shares redeemed...   (173,239)    (1,895,180)
                        ----------   ------------
          Net
            increase...    305,837   $  3,383,020
                         =========    ===========
</TABLE>
 
<TABLE>
<CAPTION>
                          SHARES        AMOUNT
                        ----------   ------------
<S>                     <C>          <C>
American MidCap Growth
  Portfolio:
     Shares sold.......  1,859,284   $ 22,859,768
     Dividends
       reinvested......     16,091        216,419
                        ----------   ------------
                         1,875,375     23,076,187
     Shares redeemed...   (322,920)    (3,988,701)
                        ----------   ------------
          Net
            increase...  1,552,455   $ 19,087,486
                         =========    ===========
</TABLE>
 

                                      F-43
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Shareholders and
  Board of Trustees of The Alger American Fund:
 
We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of The Alger American Fund (a Massachusetts
business trust comprising, respectively, the Alger American Growth Portfolio,
Alger American Small Capitalization Portfolio, Alger American Income and Growth
Portfolio, Alger American Balanced Portfolio and Alger American MidCap Growth
Portfolio) as of December 31, 1994, and the related statements of operations and
cash flows for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended and the financial highlights for
each of the five years in the period then ended. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective portfolios constituting The Alger American Fund as of December
31, 1994, the results of their operations and cash flows for the year then
ended, the changes in their net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended in conformity with generally accepted accounting principles.
 
                                       ARTHUR ANDERSEN LLP
 
New York, New York
February 2, 1995
 

                                      F-44
<PAGE>




APPENDIX

Corporate Bond Ratings

    Bonds rated Aa by Moody's Investors Service,  Inc. ("Moody's") are judged by
Moody's to be of high quality by all  standards.  Together  with bonds rated Aaa
(Moody's highest  rating),  they comprise what are generally known as high-grade
bonds. Aa bonds are rated lower than Aaa bonds because margins of protection may
not be as large as those of Aaa bonds, or fluctuation of protective elements may
be of greater  amplitude,  or there may be other elements  present that make the
long-term risks appear somewhat larger than those  applicable to Aaa securities.
Bonds that are rated A by Moody's possess many favorable  investment  attributes
and are to be  considered  as upper  medium-grade  obligations.  Factors  giving
security to principal and interest are considered adequate,  but elements may be
present that suggest a susceptibility to impairment in the future.

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

    Bonds rated Ba by Moody's  are judged to have  speculative  elements;  their
future cannot be considered  as well assured.  Often the  protection of interest
and  principal  payments may be very  moderate and thereby not well  safeguarded
during  both  good  and  bad  times  in  the  future.  Uncertainty  of  position
characterizes  bonds in this class. Bonds which are rated B by Moody's generally
lack  characteristics  of a desirable  investment.  Assurance  of  interest  and
principal  payments or of  maintenance  of other terms of the contract  over any
period of time may be small.

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

    Bonds rated AA by Standard & Poor's Corporation ("S&P") are judged by S&P to
be high-grade  obligations and in the majority of instances differ only in small
degree  from  issues  rated AAA  (S&P's  highest  rating).  Bonds  rated AAA are
considered by S&P to be the highest grade  obligations  and possess the ultimate
degree of protection as to principal  and  interest.  With A bonds,  as with AAA
bonds, prices move with the long-term money market.  Bonds rated A by S&P have a
strong  capacity to pay principal and interest,  although they are somewhat more
susceptible  to the adverse  effects of changes in  circumstances  and  economic
conditions.   S&P's  BBB  rated  bonds,  or  medium-grade  category  bonds,  are
borderline  between definitely sound obligations and those where the speculative
elements  begin to  predominate.  These bonds have adequate  asset  coverage and
normally  are  protected  by  satisfactory  earnings.  Their  susceptibility  to
changing  conditions,   particularly  to  depressions,   necessitates   constant
watching.  These bonds  generally  are more  responsive  to  business  and trade
conditions than to interest rates. This group is the lowest-rated that qualifies
for commercial  bank  investment.  Bonds rated BB and B by S&P are regarded,  on
balance,  as predominantly  speculative with respect to capacity to pay interest
and  repay  principal  in  accordance  with the terms of the  obligation.  These
ratings may be modified by the addition of a plus or minus sign to show relative
standing  within the major rating  categories.  Debt rated BB has less near-term
vulnerability to default than other speculative issues.  However, it faces major
ongoing  uncertainties  or exposure to adverse  business,  financial or economic
conditions  that could lead to inadequate  capacity to meet timely  interest and
principal payments. The BB rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BBB- rating.  Debt rated B has
a greater  vulnerability  to default  but  currently  has the  capacity  to meet
interest  payments and  principal  repayments.  Adverse  business,  financial or
economic  conditions  will likely impair capacity or willingness to pay interest
and repay principal. The B rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BB or BB- rating.  Bonds rated
AAA by  Fitch  Investors  Service,  Inc.  ("Fitch")  are  judged  by Fitch to be
strictly high-grade, broadly marketable, suitable for investment by trustees and
fiduciary  institutions and liable to but slight market  fluctuation  other than
through changes in the money rate. The prime feature of an AAA bond is a showing


                                      A-1


<PAGE>


APPENDIX
(continued

of  earnings  several  times or many  times  interest  requirements,  with  such
stability  of  applicable  earnings  that safety is beyond  reasonable  question
whatever  changes  occur in  conditions.  Bonds  rated AA by Fitch are judged by
Fitch to be of safety virtually  beyond question and are readily salable,  whose
merits are not unlike those of the AAA class, but whose margin of safety is less
strikingly  broad. The issue may be the obligation of a small company,  strongly
secured  but  influenced  as to  rating  by the  lesser  financial  power of the
enterprise and more local type of market.

    Bonds rated Duff-1 are judged by Duff and Phelps, Inc. ("Duff") to be of the
highest credit  quality with  negligible  risk factors;  only slightly more than
U.S. Treasury debt. Bonds rated Duff-2, 3 and 4 are judged by Duff to be of high
credit  quality  with  strong  protection  factors.  Risk is modest but may vary
slightly from time to time because of economic conditions.

Commercial Paper Ratings

    Moody's  Commercial  Paper ratings are opinions of the ability of issuers to
repay  punctually  promissory  obligations  not having an  original  maturity in
excess of nine months. The rating Prime-1 is the highest commercial paper rating
assigned by Moody's.  Issuers rated Prime-1, or related supporting institutions,
are  considered  to  have  a  superior  capacity  for  repayment  of  short-term
promissory   obligations.   Issuers  rated   Prime-2,   or  related   supporting
institutions,  are  considered  to  have a  strong  capacity  for  repayment  of
short-term  promissory  obligations.  This will normally be evidenced by many of
the characteristics of issuers rated Prime-1,  but to a lesser degree.  Earnings
trends and  coverage  ratios,  while sound,  will be more subject to  variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample liquidity is maintained.

    Commercial paper ratings of S&P are current assessments of the likelihood of
timely  payment of debts having  original  maturities  of no more than 365 days.
Commercial  paper rated A-1 by S&P indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess  overwhelming  safety  characteristics  are denoted  A-1+.  Capacity for
timely payment on commercial paper rated A-2 is strong,  but the relative degree
of safety is not as high as for issues designated A-1.

    The rating Fitch-1  (Highest Grade) is the highest  commercial  paper rating
assigned  by Fitch.  Paper rated  Fitch-1 is  regarded  as having the  strongest
degree of assurance for timely payment.  The rating Fitch-2 (Very Good Grade) is
the second highest  commercial  paper rating assigned by Fitch which reflects an
assurance of timely  payment  only  slightly  less in degree than the  strongest
issues.

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


                                      A-2


<PAGE>


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

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

Custodian:
Custodial Trust Company
101 Carnegie Center
Princeton, New Jersey 08540-6231

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

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

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

Independent Public Accountants:
Arthur Andersen LLP
1345 Avenue of the Americas
New York, New York 10105

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




================================================================================

                                 THE
                               ALGER    Meeting the challenge
                            AMERICAN    of investing
                                FUND










   
                           Statement
                       of Additional    July 31, 1995
                         Information
    
                                 

================================================================================


<PAGE>


                                     PART C

                                OTHER INFORMATION



Item 24.  Financial Statements and Exhibits

          (a)  Financial Statements:

               (l)  Financial Statements included in Part A:

                          Condensed Financial Information

               (2)  Financial Statements included in Part B:

                    (i) Report of Independent Accountants;

                   (ii) Financial Statements as of December 31, 1994 and for the
                        period then ended;

   
                  (iii) Financial  Statements  as of June 30, l995 for the Alger
                        American Leveraged AllCap (unaudited).
    

          (b)  Exhibits:


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

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

  l(b)      Written Consent of the Sole Trustee of the Trust amending the
            Agreement and Declaration of Trust (1)

  1(c)      Amendment to Registrant's Agreement and Declaration of Trust to
            establish the Alger American Fixed Income Portfolio (3)

  l(d)      Certificate of Designation relating to the Alger American MidCap
            Growth Portfolio (5)

  1(e)      Certificate of Designation relating to the Alger American Leveraged
            AllCap Portfolio (6)

  2         By-laws of Registrant (l)

  3         Not applicable


                                      C-1


<PAGE>


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

  4(a)      Specimen certificate for shares of beneficial interest in the Alger
            American Money Market Portfolio, the Alger American Income and
            Growth Portfolio, the Alger American Small Capitalization Portfolio
            and the Alger American Growth Portfolio (2)

  4(b)      Specimen certificate for shares of beneficial interest in the Alger
            American Fixed Income Portfolio (3)

  4(c)      Specimen certificate for shares of beneficial interest in the Alger
            American Balanced Portfolio (4)

  4(d)      Specimen certificate for shares of beneficial interest in the Alger
            American MidCap Growth Portfolio (5)

  4(e)      Specimen  certificate for shares of beneficial interest in the Alger
            American Leveraged AllCap Portfolio (6)

  5         Investment Management Agreements (3)

  5(a)      Investment  Management  Agreement  for the Alger  American  Balanced
            Portfolio (4)

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

  5(c)      Investment  Management  Agreement for the Alger  American  Leveraged
            AllCap Portfolio (6)

  6         Distribution Agreement (3)

  7         Not applicable

  8(a)      Form of Custody Agreement (2)

  8(b)      Form of  Supplement  to  Custody  Agreement  relating  to the  Alger
            American Fixed Income Portfolio (3)

  9         Not applicable

  10        Opinions of Counsel (3)

  l0(a)     Opinions of Sullivan & Worcester


                                      C-2


<PAGE>


  11        Consent of Arthur Andersen LLP

  12        Not applicable

  13(a)     Purchase Agreement relative to the shares of the Alger American
            Money Market, Income and Growth, Small Capitalization and Growth
            Portfolios (2)

  13(b)     Purchase Agreement relative to the shares of the Alger American
            Fixed Income Portfolio (3)

  13(c)     Purchase Agreement relative to the shares of the Alger American
            MidCap Growth Portfolio (5)

  13(d)     Purchase Agreement relative to the shares of the Alger American
            Leveraged AllCap Portfolio (6)

  14        Not applicable

  15        Not applicable

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

- ----------

(1)  Incorporated  by  reference to  Registrant's  Registration  Statement  (the
     "Registration Statement") filed with the Securities and Exchange Commission
     (the "SEC") on May 6, 1988.

(2)  Incorporated  by  reference  to  Pre-Effective   Amendment  No.  2  to  the
     Registration Statement ("Pre-Effective Amendment No. 2") filed with the SEC
     on July 22, 1988.

(3)  Incorporated  by  reference  to  Post-Effective  Amendment  No.  1  to  the
     Registration Statement  ("Post-Effective  Amendment No. 1") filed  with the
     SEC on January 23, 1989.

(4)  Incorporated  by  reference  to  Post-Effective  Amendment  No.  5  to  the
     Registration  Statement  ("Post-Effective  Amendment No. 5") filed with the
     SEC on August 3, 1992.

(5)  Incorporated  by  reference  to  Post-Effective  Amendment  No.  7  to  the
     Registration  Statement  ("Post-Effective  Amendment No. 7") filed with the
     SEC on March 5, 1993.

(6)  Incorporated  by  reference  to  Post-Effective  Amendment  No.  9  to  the
     Registration  Statement  ("Post-Effective  Amendment No. 9") filed with the
     SEC on March 2, 1994.


                                      C-3


<PAGE>


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

                    None.


Item 26.  Number of Holders of Securities

     Set forth below is  information  regarding the number of record  holders of
each class of Registrant's securities as of April 14, 1995.



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

   
     Alger American Income and Growth Portfolio                 5
     Alger American Small Capitalization Portfolio             15
     Alger American Growth Portfolio                           18
     Alger American Balanced Portfolio                          5
     Alger American MidCap Growth Portfolio                    11
     Alger American Leveraged AllCap Portfolio                  6
    


Item 27.  Indemnification

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


                                      C-4


<PAGE>


authorized  under the  Agreement  and  Declaration  of Trust and  either (i) the
Covered  Person  provides  security for such  undertaking,  (ii)  Registrant  is
insured against losses from such advances or (iii) the disinterested Trustees or
independent legal counsel  determines,  in the manner specified in the Agreement
and  Declaration  of Trust,  that there is reason to believe the Covered  Person
will be found to be entitled to indemnification.

     Insofar as  indemnification  for liability arising under the Securities Act
of 1933 (the  "Securities  Act"),  may be permitted  to  Trustees,  officers and
controlling  persons of  Registrant  pursuant to the  foregoing  provisions,  or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission (the "SEC") such indemnification is against public policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by  Registrant  of expenses  incurred  or paid by a Trustee,  officer or
controlling person of Registrant in the successful  defense of any action,  suit
or  proceeding) is asserted by such Trustee,  officer or  controlling  person in
connection with the securities being registered,  Registrant will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


Item 28.  Business and Other Connections of Investment Adviser

     Alger  Management,  which serves as investment  manager to  Registrant,  is
generally engaged in rendering investment advisory services to institutions and,
to a lesser extent, individuals. Alger Management presently serves as investment
adviser  to  two  closed-end   investment  companies  and  to  another  open-end
investment  company.  The list  required  by this  Item 28  regarding  any other
business, profession,  vocation or employment of a substantial nature engaged in
by  officers  and  directors  of Alger  Management  during the past two years is
incorporated  by  reference  to  Schedules  A and D of Form  ADV  filed by Alger
Management  pursuant  to the  Investment  Advisers  Act of 1940  (SEC  File  No.
801-06709).

Item 29.  Principal Underwriter

     (a) Alger Inc. acts as principal  underwriter  for Registrant and The Alger
Fund and has acted as subscription  agent for Castle  Convertible Fund, Inc. and
Spectra Fund, Inc.

     (b) The information required by this Item 29 with respect to each director,
officer or partner of Alger Inc. is  incorporated  by reference to Schedule A of
Form BD filed by Alger Inc. pursuant to the Securities Exchange Act of 1934 (SEC
File No. 8-6423).

     (c) Not applicable.


                                      C-5


<PAGE>


Item 30.  Location of Accounts and Records

     All accounts and records of Registrant are maintained by Mr. Gregory
S. Duch, Fred Alger & Company, Incorporated, 30 Montgomery Street, Jersey
City, NJ 07302.


Item 31.  Management Services

               Not applicable.


Item 32.  Undertakings

     (a)  Not applicable

     (b)  Not applicable

     (c)  Registrant  hereby  undertakes  to provide its annual  report  without
          charge  to  any   recipient  of  its   Prospectus   who  requests  the
          information.


                                      C-6


<PAGE>


                                   SIGNATURES


     Pursuant  to the  requirements  of the  Securities  Act of  1933,  and  the
Investment  Company Act of 1940,  as  amended,  Registrant  certified  that this
Registration  Statement meets all of the requirements for effectiveness pursuant
to Rule  485(b)  under  the  Securities  Act of 1933  and has duly  caused  this
Amendment  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized, in the City of New York and State of New York on the 24 day of July,
1995.

                                            THE ALGER AMERICAN FUND

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


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

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



       Signature                     Title                              Date
       ---------                     -----                              ----

/s/ Fred M. Alger III*               Chairman of the Board         July 24, 1995
- --------------------------------
      Fred M. Alger III


/s/ David D. Alger                   President and Trustee         July 24, 1995
- --------------------------------     (Chief Executive Officer)
      David D. Alger                 

/s/ Gregory S. Duch                  Treasurer                     July 24, 1995
- --------------------------------     (Chief Financial and Accounting
      Gregory S. Duch                 Officer)                      
                                     
/s/ Nathan E. Saint-Amand*           Trustee                       July 24, 1995
- --------------------------------
      Nathan E. Saint-Amand

/s/ Stephen E. O'Neil*               Trustee                       July 24, 1995
- --------------------------------
      Stephen E. O'Neil

/s/ Arthur M. Dubow*                 Trustee                       July 24, 1995
- --------------------------------
      Arthur M. Dubow

/s/ John T. Sargent*                 Trustee                       July 24, 1995
- --------------------------------
      John T. Sargent


                                      C-7





                               ARTHUR ANDERSEN LLP



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation of our
report dated February 2, 1995 on the financial statements of The Alger American
Fund for the period ended December 31, 1994 and to all references to our Firm
included in or made a part of the registration statement of The Alger American
Fund filed on Form N-1A (Amendment No.13), Investment Company Act File No.
811-6880 with the Securities and Exchange Commission.



                                        /s/ Arthur Andersen LLP
                                        ARTHUR ANDERSEN LLP


New York, New
York July 27, 1995



                                                                      Exhibit 16

                        AVERAGE ANNUAL RETURN COMPUTATION

                  The Average Annual Return for each Portfolio
                was computed according to the following formula:

                                             
         FORMULA:             P(1+T)^n =ERV

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

                                    T =     average annual total return

                                    n =     number of years

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

<TABLE>
<CAPTION>
                                                       ENDING      AVERAGE
                                    PERIOD           REDEEMABLE   ANNUAL RATE
    PORTFOLIO                       COVERED             VALUE     OF RETURN            FORMULA *
    ---------                       -------          ----------   -----------        ------------
<S>                         <C>                          <C>           <C>     <C>
ALGER AMERICAN
  INCOME & GROWTH:          11/15/88 (commencement
                              of operations)
                              through 12/31/94**         1,476.47      6.56%   @RATE(1476.47,1000,6.13)

                            5 YEARS ENDED 12/31/94       1,361.77      6.37%   @RATE(1361.77,1000,5)

                            YEAR ENDED 12/31/94            917.19     -8.28%   @RATE(917.19,1000,1)

ALGER AMERICAN SMALL
  CAPITALIZATION:           9/21/88 (commencement
                              of operations)
                              through 12/31/94***        3,054.10     19.46%   @RATE(3054.10,1000,6.28)

                            5 YEARS ENDED 12/31/94       1,921.18     13.95%   @RATE(1921.18,1000,5)

                            YEAR ENDED 12/31/94            956.23     -4.38%   @RATE(956.23,1000,1)

ALGER AMERICAN GROWTH:      1/9/89 (commencement
                              of operations)
                              through 12/31/94****       2,533.04     16.82%   @RATE(2533.04,1000,5.98)

                            5 YEARS ENDED 12/31/94       2,041.11     15.34%   @RATE(2041.11,1000,5)

                            YEAR ENDED 12/31/94          1,014.46      1.45%   @RATE(1014.46,1000,1)

ALGER AMERICAN
  BALANCED:                 9/5/89 (commencement
                              of operations)
                              through 12/31/94*****      1,293.55      4.95%   @RATE(1293.55,1000,5.32)

                            5 YEARS ENDED 12/31/94       1,260.11      4.73%   @RATE(1260.11,1000,5)

                            YEAR ENDED 12/31/94            957.32     -4.27%   @RATE(957.32,1000,1)

ALGER AMERICAN
  MIDCAP GROWTH:            5/3/93 (commencement
                              of operations)
                              through 12/31/94******     1,365.32     20.55%   @RATE(1365.32,1000,1.67)
                            

                            YEAR ENDED 12/31/94            984.59     -1.54%   @RATE(984.59,1000,1)



                            * LOTUS 123 @RATE FUNCTION:
                                 @RATE(FV,PV,TERM) The periodic interest rate necessary for
                                                   present value "pv", to grow to future value "fv",
                                                   over the number of compounding periods in "term".

                            ** Period equals 6.13 years.

                            *** Period equals 6.28 years.

                            **** Period equals 5.98 years.
  
                            ***** Period equals 5.32 years.

                            ****** Period equals 1.67 years.
</TABLE>



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<ACCUMULATED-NII-PRIOR>                          0
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<PER-SHARE-NAV-BEGIN>                        10.00
<PER-SHARE-NII>                             (0.04)
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