U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
The Alger American Fund
75 Maiden Lane
New York, NY 10038
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2. Name of each series or class of funds for which this notice is filed:
Alger American Growth Portfolio
Alger American Small Capitalization Portfolio
Alger American Income & Growth Portfolio
Alger American Balanced Portfolio
Alger American MidCap Growth Portfolio
Alger American Leveraged AllCap Portfolio
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3. Investment Company Act File Number: 811-5550
Securities Act File Number: 33-21722
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4. Last day of fiscal year for which this notice is filed:
December 31
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration: [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933, other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
167,339 Shares
$5,164,864
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
167,339 Shares
$5,164,864
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11. Number and aggregrate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item
10): $ 5,164,864
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable): + --
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(iii)Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - --
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): + --
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable): $ 5,164,864
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/29th of 1%
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(vii)Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 1,780.99
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a). [x]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
March 11, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
/s/ Gregory S. Duch
By (Signature and Title)* ___________________________________
Gregory S. Duch, Treasurer
___________________________________
2/28/96
Date __________________
*Please print the name and title of the signing officer below the signature.
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<PAGE>
[LETTERHEAD OF SULLIVAN & WORCESTER LLP]
Boston
March 1, 1996
The Trustees of The Alger American Fund
75 Maiden Lane
New York, New York 10038
Re: The Alger American Fund: Notice Pursuant to Rule 24f-2
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Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts law
in connection with the Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Notice"), for the fiscal year ended
December 31, 1995, being filed by The Alger American Fund (formerly "The Alger
Variable Insurance Products Fund"), a trust with transferable shares (the
"Trust"), established under Massachusetts law pursuant to a Declaration of Trust
dated April 6, 1988, as amended by amendments filed with the Secretary of The
Commonwealth of Massachusetts on May 6, 1988, January 18, 1989, June 26, 1992,
October 6, 1993 and February 18, 1994 (as so amended, the "Declaration").
We acted as counsel to the Trust in connection with the execution and
delivery of the Declaration, and for purposes of this opinion we have reviewed
the actions taken by the Trustees of the Trust to organize the Trust and to
authorize the issuance and sale of shares of beneficial interest, one mil
($.001) par value, of the several series authorized by the Declaration (the
"Shares"). In this connection, we have participated in the drafting of, and are
familiar with, the Declaration and the Bylaws of the Trust, the Notice, the
forms of the Prospectus and the Statement of Additional Information presently
included in the Trust's Registration Statement on Form N-1A, certificates of
public officials and of Trustees and officers of the Trust as to matters of
fact, and such other documents and instruments, certified or otherwise
identified to our satisfaction, and such questions of law and fact, as we have
considered necessary or appropriate for purposes of the opinions expressed
herein. We have assumed the genuineness of the signatures on, and the
authenticity of, all documents furnished to us, and the conformity to the
originals of documents submitted to us as certified copies, which facts we have
not independently verified.
Based upon and subject to the foregoing, we hereby advise you that, in our
opinion, under Massachusetts law:
1. The Trust is validly existing as a trust with transferable shares of
the type commonly called a Massachusetts business trust.
2. The Trust is authorized to issue an unlimited number of Shares; the
Shares issued by the Trust during the fiscal year ended December 31,
1995 (the "Issued Shares") have been duly and validly authorized by
all requisite action of the Trustees of the Trust, and no action of
the shareholders of the Trust is required in such connection.
3. The Issued Shares have been validly and legally issued, and all of the
Issued Shares which remain outstanding at the date hereof are fully
paid and nonassessable by the Trust.
With respect to the opinion stated in paragraph 3 above, we wish to point
out that the shareholders of a Massachusetts business trust may under some
circumstances be subject to assessment at the instance of creditors to pay the
obligations of such trust in the event that its assets are insufficient for the
purpose.
This letter expresses our opinions as to the provisions of the Declaration
and the laws of The Commonwealth of Massachusetts applying to business trusts
generally, but does not extend to the Massachusetts Securities Act, or to
federal securities or other laws.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission, together with the Notice. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
