ALGER AMERICAN FUND
497, 1997-12-10
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PROSPECTUS
- ----------

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




                   ALGER AMERICAN INCOME AND 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  Income and Growth
Portfolio (the  "Portfolio").  The Portfolio seeks  primarily  to provide a high
level of dividend  income by  investing  primarily  in a  diversified,  actively
managed portfolio of dividend paying equity securities, and, to a lesser extent,
in money market instruments and repurchase agreements. Capital appreciation is a
secondary objective of the Portfolio.

       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 are also
offered directly to qualified  pension and retirement  plans (the "Plans").  See
"Alger American Income and 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 May 1, 1997 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.
- --------------------------------------------------------------------------------

                                  MAY 1, 1997



<PAGE>
- --------------------------------------------------------------------------------
                                    CONTENTS
                                                                            Page
                                                                            ----

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

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

Alger American Income & 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

Exchange Fees ..........................................................    None


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

Management Fees ........................................................   .625%

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

Other Expenses .........................................................   .185%
                                                                            ----
Total Portfolio Operating Expenses .....................................   .810%
                                                                           ==== 

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 ...............................................................    $  8

Three Years ............................................................      26

Five Years .............................................................      45

Ten Years ..............................................................     100

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

                                      iii

<PAGE>

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

                              FINANCIAL HIGHLIGHTS

     The Financial Highlights for the years ended December 31, 1990 through 1996
have  been  audited  by Arthur  Andersen  LLP,  the  Fund's  independent  public
accountants.  This information  should be read in conjunction with the financial
statements of the Fund as contained in its Statement of Additional  Information.
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
Fund's  Annual  Report  contains  additional  performance   information  and  is
available  upon  request  and  without  charge by  contacting  the Fund at (800)
992-3863.


THE ALGER AMERICAN FUND
INCOME AND GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                              ------------------------------------------------------------------------------------------------------
                                  1996           1995          1994       1993       1992      1991     1990     1989      1988(ii)
                              --------       --------      --------   --------   --------   -------  -------  -------      --------
<S>                          <C>             <C>           <C>        <C>        <C>        <C>      <C>       <C>          <C>   
Net asset value,
  beginning of year ......   $   17.79       $  13.30      $  15.31   $  13.93   $  13.08   $ 10.67  $ 10.74   $10.00     $10.00
                             ---------       --------      --------   --------   --------   -------  -------   ------     ------
Net investment income ....        0.09(iii)      0.11(iii)     0.17       0.07       0.08      0.09     0.11     0.18       0.10
Net realized and
  unrealized
  gain (loss)
  on investments .........        1.87           4.54         (1.47)      1.37       1.02      2.41    (0.08)    0.56     -
                             ---------       --------      --------   --------   --------   -------  -------   ------     ------
Total from investment
  operations .............        1.96           4.65         (1.30)      1.44       1.10      2.50     0.03     0.74       0.10
                             ---------       --------      --------   --------   --------   -------  -------   ------     ------
Dividends from net
  investment income ......       (0.33)         (0.16)        (0.15)     (0.06)     (0.12)    (0.09)   (0.10)      --       (0.10)
Distributions from net
  realized gains .........      (11.00)            --         (0.56)        --      (0.13)       --       --       --         --
                             ---------       --------      --------   --------   --------   -------  -------   ------     ------
  Total Distributions ....      (11.33)         (0.16)        (0.71)     (0.06)     (0.25)    (0.09)   (0.10) --           (0.10)
                             ---------       --------      --------   --------   --------   -------  -------   ------     ------
Net asset value,
   end of year               $    8.42       $  17.79      $  13.30   $  15.31   $  13.93   $ 13.08  $ 10.67   $10.74     $10.00
                             =========       ========      ========   ========   ========   =======  =======   ======     ======
Total Return .............       19.68%         35.13%        (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) ......   $  20.910       $  8.639      $ 29.135   $ 31.895   $  8.671   $ 2.663  $   436   $   98     $   28
                             =========       ========      ========   ========   ========   =======  =======   ======     ======

  Ratio of expenses to
    average net assets ...        0.81%          0.75%         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 ...........        0.94%          0.61%         1.22%      1.51%      1.62%     2.54%    3.61%    7.36%      7.30%
                             =========       ========      ========   ========   ========   =======  =======   ======     ======
  Portfolio
    Turnover Rate ...           121.60%        164.05%       177.97%    105.80%    100.62%    61.11%   56.90%      --         --
                             =========       ========      ========   ========   ========   =======  =======   ======     ======
Average Commission
  Rate Paid ..............   $   .0728
                             =========
</TABLE>

  (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.
(iii) Amount was computed based on average shares outstanding during the period.

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

                                       iv
<PAGE>

                              ALGER AMERICAN INCOME
                              AND GROWTH PORTFOLIO

    The  Portfolio  is  designed  to permit  insurance  companies  that issue VA
contracts and VLI policies to offer contract and policy holders the  opportunity
to participate in the performance of the Portfolio.  The Portfolio may also be a
funding vehicle for Plans which elect to make the Portfolio an investment option
for Plan participants.

    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 Plans.  Individuals cannot
invest in the Portfolio directly but may do so only through a VA contract or VLI
policy or 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 Board of
Trustees   intends  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 of the Portfolio and the  investment  restrictions
summarized in the next paragraph are  fundamental  which means that they may not
be changed without shareholder  approval.  All investment policies and practices
described  elsewhere  in this  Prospectus,  and  not  explicitly  identified  as
fundamental,  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  illiquid  by virtue of legal or
contractual restrictions on resale or the absence of a readily available market;
(4) invest  more than 25% of its total  assets in any one  industry,  except for
U.S. Government  securities;  (5) borrow money or pledge its assets, except that
it may borrow or pledge  its  assets in an amount up to 10% of its total  assets
for temporary or emergency  purposes.  The  Statement of Additional  Information
contains additional investment restrictions.

    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,  Fred Alger  Management,  Inc. ("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.


IN GENERAL

    The  Portfolio  seeks to  achieve  its  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
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 objectives or to
meet  redemptions,  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.

    Investing in smaller,  newer issuers  generally  involves  greater risk than
investing in larger, more established

                                       1
<PAGE>

issuers.  Smaller,  newer  issuers may have limited  product  lines,  markets or
financial  resources  and may lack  management  depth.  The  securities  of such
companies  may have limited  marketability  and may be subject to more abrupt or
erratic market movements than securities of larger,  more established  companies
or the market averages in general.  Accordingly,  an investment in the Portfolio
may not be appropriate for all investors.


                              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

    An investment  may be illiquid  because of the absence of an active  trading
market,  making  it  difficult  to  sell  promptly  at an  acceptable  price.  A
restricted  security is one that has a contractual  restriction on its resale or
which cannot be sold publicly until it is registered under the Securities Act of
1933. 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.  Under the policies and procedures
established  by the Fund's Board of Trustees,  Alger  Management  determines the
liquidity of the Portfolio's Rule 144A investments.

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.  Default by the borrower could result in delays,  costs and/or losses in
disposing of the collateral or recovering the loaned  securities and, should the
borrower fail financially, possible loss of rights in the collateral.

FOREIGN SECURITIES

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


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

                                       2
<PAGE>

    Under  normal  circumstances,  other than the shares  issued to Fred Alger &
Company, Incorporated ("Alger Inc.") in connection with its creation and initial
capitalization,  the Fund intends to distribute  shares of the Portfolio only to
Participating   Insurance  Companies  and  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 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,  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 March 31, 1997, had  approximately  $6.4 billion
under management, $4.9 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, Seilai Khoo and Ronald Tartaro are primarily responsible for
the  day-to-day  management of the  Portfolios  of the Fund.  Mr. Alger has been
employed  by Alger  Management  as  Executive  Vice  President  and  Director of
Research  since 1971 and as President  since 1995. Ms. Khoo has been employed by
Alger  Management as a senior  research  analyst since 1989 and as a Senior Vice
President  since 1995.  Mr.  Tartaro has been employed by Alger  Management as a
senior  research  analyst since 1990 and as a Senior Vice President  since 1995.
Mr. Alger,  Ms. Khoo and Mr. Tartaro also serve as portfolio  managers for other
mutual funds and investment accounts managed by Alger Management.

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


FEES

    The Portfolio pays Alger Management a management fee computed daily and paid
monthly at an annual rate of .625% of the value of the Portfolio's average daily
net assets.

    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

                                       3
<PAGE>

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,  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 its annual operating expenses (excluding  interest,
taxes, fees for brokerage  services and extraordinary  expenses) exceed 1.25% of
its 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 as of the close of business (normally 4:00 p.m. Eastern time) on each
day the New York Stock Exchange ("NYSE") is open.


                            PURCHASES AND REDEMPTIONS

    Contract or policy holders or Plan  participants will 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
and redeem 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 net asset value
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.

    Under  unusual  circumstances,  shares of a Portfolio  may be  redeemed  "in
kind",  which means that the  redemption  proceeds will be paid with  securities
which are held by the  Portfolio.  Please refer to the  Statement of  Additional
Information for more details.


                           DIVIDENDS AND DISTRIBUTIONS

    Dividends and  distributions  will be automatically  reinvested at net asset
value on the payment date for each shareholder's account in additional shares of
the Portfolio or, in the case of VA contracts and VLI policies,  will be paid in
cash at the election of the Participating  Insurance  Company.  Any dividends of
the  Portfolio  will be declared

                                       4
<PAGE>

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 and Plans 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 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 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 to 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 which is hereby incorporated by reference.  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  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>


                         THE |
                       ALGER |  MEETING THE CHALLENGE
                    AMERICAN |  OF INVESTING
                        FUND |  



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

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




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