ALGER AMERICAN FUND
485BPOS, 1997-04-15
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              As filed with the Securities and Exchange Commission
                                on April 15, 1997
    


                        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. l4                       __X__

                                     and/or
                                                                          _____
Registration Statement Under The Investment Company Act of 1940           _____
                                                                          _____
                            Amendment No. 16                              __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):


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


   
_____
__X__     on May 1, 1997 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,  1996 was filed on
February 28, 1997.
    


<PAGE>


                            THE ALGER AMERICAN FUND

                                   FORM N-1A

                             CROSS REFERENCE SHEET

PART A
ITEM NO.                                          PROSPECTUS HEADING
- --------                                          ------------------

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

<PAGE>

PART B
ITEM NO.                                          PROSPECTUS HEADING
- --------                                          ------------------


10.  Cover Page .............................     Front Cover Page

11.  Table of Contents ......................     Contents

   
12.  General Information and History ........     Organization
    
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

16.  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"


   
19.  Purchase, Redemption and Pricing of
          Securities Being Offered ..........     Net Asset Value; Purchases and
                                                  Redemptions
    

20.  Tax Status .............................     Taxes; See in the Prospectus
                                                  "Taxes"

   
21.  Underwriters ...........................     Purchases and Redemptions
    

22.  Calculation of Performance Data ........     Determination of Performance;
                                                  See in the Prospectus
                                                  "Performance"

23.  Financial Statements ...................     Financial Statements


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





   
  The Alger American Fund (the "Fund") is a registered  investment  company -- a
mutual  fund  --that   presently   offers   interests  in  six  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 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 are also 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 May 1, 1997 containing further  information about
the 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 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.

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

   
                                   MAY 1, 1997
    

<PAGE>

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

                                    CONTENTS

                                                        Page   
                                                        -----   

Portfolio Expenses .................................... iii
Financial Highlights ..................................  iv
The Alger American Fund ...............................   1
Participating Insurance Companies and Plans ...........   1
Investment Objectives and Policies ....................   1
  Alger American Balanced Portfolio ...................   1
  Alger American Income and Growth                       
    Portfolio .........................................   2
  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 ................................   5
Net Asset Value .......................................   7
Purchases and Redemptions .............................   7
Dividends and Distributions ...........................   7
Taxes .................................................   7
Performance ...........................................   8
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 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 a  Portfolio.  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
Exchange 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...........................     .39%       .185%         .03%        .04%        .04%        .24%*
                                             ----        ----          ---         ---         ---         ---  
Total Fund Operating Expenses ...........    1.14%        .81%         .88%        .79%        .84%       1.09%
                                             ===         ====          ===         ===         ===        ====

   *Included in Other Expenses of the Alger American  Leveraged AllCap Portfolio
is 0.03% of interest expense.

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.................................    $ 12          $ 8         $ 9         $ 8         $ 9        $ 11
Three Years..............................      36           26          28          25          27          35
Five Years...............................      63           45          49          44          47          60
Ten Years................................     139          110         108          98         104         133
    

</TABLE>

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

                                       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
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(ii)
                              --------  --------   --------  --------  --------  --------   -------  -------
<S>                           <C>       <C>        <C>       <C>       <C>       <C>       <C>      <C>     
Net asset value,
   beginning of year.......   $  31.16  $  23.13   $  24.67  $  20.17  $  18.00  $  12.86  $  12.41 $  10.00
                              --------  --------   --------  --------  --------  --------  -------- --------
Net investment income......       0.12      0.02       0.07      0.03      0.03      0.08(i)   0.07     0.09
Net realized and unrealized gain
  on investments...........       4.00      8.33       0.15      4.50      2.19      5.11      0.44     2.32
                              --------  --------   --------  --------  --------  --------  -------- --------
  Total from investment
     operations............       4.12      8.35       0.22      4.53      2.22      5.19      0.51     2.41
                              --------  --------   --------  --------  --------  --------  -------- --------
Dividends from net investment
  income...................      (0.02)    (0.07)     (0.03)    (0.03)    (0.03)    (0.05)    (0.06)      --
Distributions from net realized
   gains...................      (0.93)    (0.25)     (1.73)       --     (0.02)       --        --       --
                              --------  --------   --------  --------  --------  --------  -------- --------
  Total Distributions......      (0.95)    (0.32)     (1.76)    (0.03)    (0.05)    (0.05)    (0.06)      --
                              --------  --------   --------  --------  --------  --------  -------- --------
Net asset value, end of year  $  34.33  $  31.16   $  23.13  $  24.67  $  20.17  $  18.00  $  12.86 $  12.41
                              ========  ========   ========  ========  ========  ========  ======== ========
Total Return...............      13.35%    36.37%      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)........   $991,028  $502,974   $150,390  $ 74,878  $ 30,316  $ 10,094  $  1,228 $    171
                              ========  ========   ========  ========  ========  ========  ======== ========
  Ratio of expenses to average
    net assets.............       0.79%     0.85%      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..       0.50%     0.18%      0.48%     0.25%     0.33%     0.52%     1.69%    1.30%
                              ========  ========   ========  ========  ========  ========  ======== ========
  Portfolio Turnover Rate..      82.86%   118.33%    111.76%   112.64%    63.91%    58.95%    86.77%   79.59%
                              ========  ========   ========  ========  ========  ========  ======== ========
  Average Commission
   Rate Paid...............    $ .0683
                              ========
    
</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,
                           ------------------------------------------------------------------
                               1996           1995         1994           1993         1992 
                           ----------     ----------   ----------     ----------   ----------
<S>                        <C>            <C>          <C>            <C>          <C>       
Net asset value,
  beginning of year ...... $    39.41     $    27.31   $    30.88     $    27.26   $    26.79
                           ----------     ----------   ----------     ----------   ----------
Net investment
  income (loss) ..........      (0.04)(i)      (0.09)       (0.03)(i)      (0.05)       (0.06)
Net realized and
   unrealized gain
  (loss) on investments ..       1.70          12.19        (1.45)          3.67         0.91
                           ----------     ----------   ----------     ----------   ----------
  Total from investment
    operations ...........       1.66          12.10        (1.48)          3.62         0.85
                           ----------     ----------   ----------     ----------   ----------
Dividends from net
  investment income ......         --             --           --             --           -- 
Distributions from net
   realized gains ........      (0.16)            --        (2.09)            --        (0.38)
                           ----------     ----------   ----------     ----------   ----------
  Total Distributions ....      (0.16)            --        (2.09)            --        (0.38)
                           ----------     ----------   ----------     ----------   ----------
Net asset value, end
  of year ................ $    40.91     $    39.41   $    27.31     $    30.88   $    27.26
                           ==========     ==========   ==========     ==========   ==========
Total Return .............       4.18%         44.31%       (4.38%)        13.28%        3.55%
                           ==========     ==========   ==========     ==========   ==========
Ratios and
  Supplemental Data:
   Net assets, end of year
    (000's omitted) ...... $1,469,518     $  984,212   $  397,037     $  238,850   $  135,718
                           ==========     ==========   ==========     ==========   ==========
  Ratio of expenses to
     average net assets ..       0.88%          0.92%        0.96%          1.03%        0.98%
                           ==========     ==========   ==========     ==========   ==========
  Decrease reflected in
    above expense ratios
    due to expense
    reimbursements .......         --             --           --             --           -- 
                           ==========     ==========   ==========     ==========   ==========
  Ratio of net investment
    income (loss) to
    average net assets ...      (0.09%)        (0.48%)      (0.10%)        (0.35%)      (0.37%)
                           ==========     ==========   ==========     ==========   ==========
  Portfolio Turnover
    Rate .................     110.04%         80.66%      117.61%        148.07%      108.06%
                           ==========     ==========   ==========     ==========   ==========
  Average Commission
    Rate Paid ............ $    .0591
                           ==========

</TABLE>

<TABLE>
<CAPTION>

                                            Year Ended December 31,
                           ----------------------------------------------------
                              1991         1990         1989          1988(iii)
                           ----------   ----------   ----------      ----------
<S>                        <C>          <C>          <C>             <C>       
Net asset value,
  beginning of year ...... $    17.02   $    15.79   $     9.60      $    10.00
                           ----------   ----------   ----------      ----------
Net investment
  income (loss) ..........      (0.03)        0.02         0.04            0.06
Net realized and
   unrealized gain
  (loss) on investments ..       9.82         1.35         6.15           (0.40)
                           ----------   ----------   ----------      ----------
  Total from investment
    operations ...........       9.79         1.37         6.19           (0.34)
                           ----------   ----------   ----------      ----------
Dividends from net
  investment income ......      (0.02)       (0.01)          --           (0.06)
Distributions from net
   realized gains ........         --        (0.13)          --              --
                           ----------   ----------   ----------      ----------
  Total Distributions ....      (0.02)       (0.14)          --           (0.06)
                           ----------   ----------   ----------      ----------
Net asset value, end
  of year ................ $    26.79   $    17.02   $    15.79      $     9.60
                           ==========   ==========   ==========      ==========
Total Return .............      57.54%        8.71%       64.48%(ii)      (3.35%)(ii)
                           ==========   ==========   ==========      ==========
Ratios and
  Supplemental Data:
   Net assets, end of year
    (000's omitted) ...... $   56,798   $    7,149   $      569      $       39
                           ==========   ==========   ==========      ==========
  Ratio of expenses to
     average net assets ..       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 ...      (0.12%)       0.50%        1.11%           2.27%
                           ==========   ==========   ==========      ==========
  Portfolio Turnover
    Rate .................     125.90%      132.46%      133.61%          20.86%
                           ==========   ==========   ==========      ==========
  Average Commission
    Rate Paid ............
    

</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
INCOME AND GROWTH PORTFOLIO
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>

   
                                                    Year Ended December 31,
                             -----------------------------------------------------------------
                                  1996            1995            1994        1993        1992 
                             ---------       ---------       ---------   ---------   ---------
<S>                          <C>             <C>             <C>         <C>         <C>      
Net asset value,
   beginning of year ....... $   17.79       $   13.30       $   15.31   $   13.93   $   13.08
                             ---------       ---------       ---------   ---------   ---------
Net investment income ......      0.09(iii)       0.11(iii)       0.17        0.07        0.08
Net realized and
   unrealized gain (loss)
   on investments ..........      1.87            4.54           (1.47)       1.37        1.02
                             ---------       ---------       ---------   ---------   ---------
  Total from investment
   operations ..............      1.96            4.65           (1.30)       1.44        1.10
                             ---------       ---------       ---------   ---------   ---------
Dividends from net
   investment income .......     (0.33)          (0.16)          (0.15)      (0.06)      (0.12)
Distributions from net
   realized gains ..........    (11.00)             --           (0.56)         --       (0.13)
                             ---------       ---------       ---------   ---------   ---------
  Total Distributions ......    (11.33)          (0.16)          (0.71)      (0.06)      (0.25)
                             ---------       ---------       ---------   ---------   ---------
Net asset value, end of year $    8.42       $   17.79       $   13.30   $   15.31   $   13.93
                             =========       =========       =========   =========   =========
Total Return ...............     19.68%          35.13%          (8.28%)     10.34%       8.64%
                             =========       =========       =========   =========   =========
Ratios and
   Supplemental Data:
  Net assets, end of year
     (000's omitted) ....... $  20,910       $   8,639       $  29,135   $  31,895   $   8,671
                             =========       =========       =========   =========   =========
  Ratio of expenses to
     average net assets ....      0.81%           0.75%           0.75%       0.97%       1.25%
                             =========       =========       =========   =========   =========
  Decrease reflected in
     above expense ratios
     due to expense
     reimbursements ........        --              --              --          --        0.01%
                             =========       =========       =========   =========   =========
  Ratio of net investment
     income to average
     net assets ............      0.94%           0.61%           1.22%       1.51%       1.62%
                             =========       =========       =========   =========   =========
  Portfolio Turnover Rate ..    121.60%         164.05%         177.97%     105.80%     100.62%
                             =========       =========       =========   =========   =========
Average  Commission
   Rate Paid ............... $   .0728
                             =========

</TABLE>

<TABLE>
<CAPTION>

                                           Year Ended December 31,
                             -----------------------------------------------
                                1991        1990        1989         1988(ii)
                             ---------   ---------   ---------     ---------
<S>                          <C>         <C>         <C>           <C>      
Net asset value,
   beginning of year ....... $   10.67   $   10.74   $   10.00     $   10.00
                             ---------   ---------   ---------     ---------
Net investment income ......      0.09        0.11        0.18          0.10
Net realized and
   unrealized gain (loss)
   on investments ..........      2.41       (0.08)       0.56            --
                             ---------   ---------   ---------     ---------
  Total from investment
   operations ..............      2.50        0.03        0.74          0.10
                             ---------   ---------   ---------     ---------
Dividends from net
   investment income .......     (0.09)      (0.10)         --         (0.10)
Distributions from net
   realized gains ..........        --          --          --            --
                             ---------   ---------   ---------     ---------
  Total Distributions ......     (0.09)      (0.10)         --         (0.10)
                             ---------   ---------   ---------     ---------
Net asset value, end of year $   13.08   $   10.67   $   10.74     $   10.00
                             =========   =========   =========     =========
Total Return ...............     23.51%       0.28%       7.40%(i)      0.95%(i)
                             =========   =========   =========     =========
Ratios and
   Supplemental Data:
  Net assets, end of year
     (000's omitted) ....... $   2,663   $     436   $      98     $      28
                             =========   =========   =========     =========
  Ratio of expenses to
     average net assets ....      1.25%       1.25%       1.25%         1.25%
                             =========   =========   =========     =========
  Decrease reflected in
     above expense ratios
     due to expense
     reimbursements ........      0.66%       5.41%      23.72%        20.26%
                             =========   =========   =========     =========
  Ratio of net investment
     income to average
     net assets ............      2.54%       3.61%       7.36%         7.30%
                             =========   =========   =========     =========
  Portfolio Turnover Rate ..     61.11%      56.90%         --            --
                             =========   =========   =========     =========
Average  Commission
   Rate Paid ...............
    
</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.


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

                                       vi

<PAGE>


THE ALGER AMERICAN FUND
BALANCED PORTFOLIO (i)
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>

   
                                                              Year Ended December 31,
                                             ---------------------------------------------------
                                                 1996           1995           1994        1993 
                                             ---------      ---------      ---------   ---------
<S>                                          <C>            <C>            <C>         <C>      
Net asset value, beginning of year ......... $   13.64      $   10.80      $   11.58   $   10.77
                                             ---------      ---------      ---------   ---------
Net investment income ......................      0.21(iv)       0.33(iv)       0.20        0.15
Net realized and unrealized gain (loss)
   on investments ..........................      1.01           2.73          (0.70)       0.69
                                             ---------      ---------      ---------   ---------
  Total from investment operations .........      1.22           3.06          (0.50)       0.84
                                             ---------      ---------      ---------   ---------
Dividends from net investment
   income ..................................     (0.73)         (0.22)         (0.13)      (0.03)
Distributions from net realized gains ......     (4.89)            --          (0.15)         -- 
                                             ---------      ---------      ---------   ---------
  Total Distributions ......................     (5.62)         (0.22)         (0.28)      (0.03)
                                             ---------      ---------      ---------   ---------
Net asset value, end of year ............... $    9.24      $   13.64      $   10.80   $   11.58
                                             =========      =========      =========   =========
Total Return ...............................     10.17%         28.62%         (4.27%)      7.79%
                                             =========      =========      =========   =========
Ratios and Supplemental Data:
   Net assets, end of year
     (000's omitted)........................   $10,486      $   3,671      $  10,394   $   7,848
                                             =========      =========      =========   =========
  Ratio of expenses to average net
     assets ................................      1.14%          1.00%          1.08%       1.25%
                                             =========      =========      =========   =========
  Decrease reflected in above expense
     ratios due to expense
     reimbursements ........................        --             --             --        0.19%
                                             =========      =========      =========   =========
  Ratio of net investment income to
     average net assets ....................      2.06%          2.49%          2.30%       2.05%
                                             =========      =========      =========   =========
  Portfolio Turnover Rate ..................     68.66%        113.02%         78.80%      85.46%
                                             =========      =========      =========   =========
Average Commission
   Rate Paid................................ $  .0712
                                             =========
</TABLE>

<TABLE>
<CAPTION>

                                                              Year Ended December 31,
                                             ------------------------------------------------
                                                  1992        1991        1990           1989(ii)
                                             ---------   ---------   ---------      ---------
<S>                                          <C>         <C>         <C>            <C>      
Net asset value, beginning of year ......... $   10.02   $   10.01   $   10.04      $   10.00
                                             ---------   ---------   ---------      ---------
Net investment income ......................      0.22        0.45        0.66           0.22
Net realized and unrealized gain (loss)
   on investments ..........................      0.72        0.01       (0.03)          0.04
                                             ---------   ---------   ---------      ---------
  Total from investment operations .........      0.94        0.46        0.63           0.26
                                             ---------   ---------   ---------      ---------
Dividends from net investment
   income ..................................     (0.19)      (0.45)      (0.66)         (0.22)
Distributions from net realized gains ......        --          --          --             --
                                             ---------   ---------   ---------      ---------
  Total Distributions ......................     (0.19)      (0.45)      (0.66)         (0.22)
                                             ---------   ---------   ---------      ---------
Net asset value, end of year ............... $   10.77   $   10.02   $   10.01      $   10.04
                                             =========   =========   =========      =========
Total Return ...............................      9.48%       4.70%       6.53%          2.65%(iii)
                                             =========   =========   =========      =========
Ratios and Supplemental Data:
   Net assets, end of year
     (000's omitted)........................ $   4,009   $   1,487   $     365      $     131
                                             =========   =========   =========      =========
  Ratio of expenses to average net
     assets ................................      1.25%       1.25%       1.25%          1.25%
                                             =========   =========   =========      =========
  Decrease reflected in above expense
     ratios due to expense
     reimbursements ........................      0.42%       1.37%       4.81%          5.89%
                                             =========   =========   =========      =========
  Ratio of net investment income to
     average net assets ....................      1.99%       4.22%       6.60%          6.92%
                                             =========   =========   =========      =========
  Portfolio Turnover Rate ..................     15.27%         --      132.55%            --
                                             =========   =========   =========      =========
Average Commission
   Rate Paid................................
    
</TABLE>


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


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

                                       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 December 31,           (commencement of  
                                                      ------------------------------           operations)    
                                                        1996        1995      1994       to December 31, 1993(i)
                                                      --------    --------   -------     -----------------------
<S>                                                    <C>         <C>       <C>                 <C>    
Net asset value, beginning of year................     $ 19.44     $ 13.46   $ 13.72             $ 10.00
                                                      --------    --------   -------             -------
Net investment income (loss)......................        0.03       (0.03)     0.00(ii)           (0.02)
Net realized and unrealized gain (loss)
  on investments..................................        2.29        6.01     (0.21)               3.88
                                                      --------    --------   -------             -------
  Total from investment operations................        2.32        5.98     (0.21)               3.86
Distributions from net realized gains.............       (0.41)         --     (0.05)              (0.14)
                                                      --------    --------   -------             -------
Net asset value, end of year......................     $ 21.35     $ 19.44   $ 13.46             $ 13.72
                                                      ========    ========   =======             =======
Total Return......................................       11.90%      44.45%    (1.54%)             38.67%
                                                      ========    ========   =======             =======
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted).........    $394,847    $185,349   $62,178             $21,301
                                                      ========    ========   =======             =======
  Ratio of expenses to average net assets.........        0.84%       0.90%     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.........................        0.08%      (0.25%)    0.03%              (0.58%)
                                                      ========    ========   =======             =======
  Portfolio Turnover Rate.........................       90.97%     104.74%    83.96%              67.22%
                                                      ========    ========   =======             =======
Average Commission
  Rate Paid.......................................     $ .0663
                                                       =======
</TABLE>
    


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


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

                                      viii

<PAGE>


THE ALGER AMERICAN FUND
LEVERAGED ALLCAP PORTFOLIO
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>

   
                                                                                            From January 25, 1995
                                                                                Year Ended    (commencement of
                                                                               December 31,      operations)
                                                                                   1996    to December 31, 1995(i)
                                                                                --------   ----------------------
<S>                                                                              <C>             <C>      
Net asset value, beginning of period..................................          $ 17.43           $  10.00
                                                                                --------          --------
Net investment (loss)..................................................            (0.03)(ii)        (0.03)
Net realized and unrealized gain  (loss) on investments...............              2.14              7.46
                                                                                --------          --------
    Total from investment operations..................................              2.11              7.43
Distribution from net realized gains...................................            (0.18)               --
                                                                                --------          --------
Net asset value, end of period........................................          $  19.36          $  17.43
                                                                                ========          ========
Total Return...........................................................            12.04%            74.30%
                                                                                ========          ========
Ratios and Supplemental Data:
  Net assets, end of period (000's omitted)...........................          $ 34,925          $  5,497
                                                                                ========          ========
  Ratio of expenses excluding interest to average net assets...........             1.06%             1.50%
                                                                                ========          ========
  Ratio of expenses including interest to average net assets...........             1.09%             1.56%
                                                                                ========          ========
  Decrease reflected in above expense ratios
    due to expense reimbursements......................................               --              2.36%
                                                                                ========          ========
  Ratio of net investment (loss) to average net assets.................            (0.15%)           (0.71%)
                                                                                ========          ========
  Portfolio Turnover Rate..............................................           102.10%           178.23%
                                                                                ========          ========
Amount of debt outstanding at end of period...........................          $      0          $      0
                                                                                ========          ========
Average amount of debt outstanding during the period..................          $ 76,079          $  8,122
                                                                                ========          ========
Average daily number of shares outstanding during the period..........         1,107,187            75,460
                                                                                ========          ========
Average amount of debt per share during the period....................          $   0.07          $   0.11
                                                                                ========          ========
Average Commission
  Rate Paid...........................................................          $  .0682
                                                                                ========
    
</TABLE>

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


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

                                       ix

<PAGE>

                             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. 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.


   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 Plans.  Individuals cannot
invest in a 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 Fund 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 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 of the Portfolios and the investment  restrictions
summarized in the next paragraph are  fundamental  which means that they may not
be changed without shareholder  approval.  All investment policies and practices
described  elsewhere  in this  Prospectus,  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 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 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 money or pledge its
assets in an amount up to 10% of its total  assets for  temporary  or  emergency
purposes and that the Alger American  Leveraged  AllCap Portfolio may borrow for
investment  purposes as described below under "Alger American  Leveraged  AllCap
Portfolio."  The  Statement  of  Additional   Information   contains  additional
investment restrictions. 
    

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 Fred Alger
Management,  Inc. ("Alger Management"),  the Fund's investment manager, 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--within  the range of
companies included in the Russell 2000 Growth Index ("Russell Index") or the S&P
SmallCap  600 Index ("S&P  Index"),  updated  quarterly.  Both indexes are broad
indexes  of small  capitalization  stocks.  As of March 31,  1997,  the range of
market  capitalization  of the companies in the Russell Index was $10 million to
$1.94 billion;  the range of market  capitalization  of the companies in the S&P
Index at that date was $32 million to $2.579  billion.  The combined range as of
that date was $10 million to $2.579 billion.  The Portfolio may invest up to 35%
of its total  assets in equity  securities  of  companies  that,  at the time of
purchase,  have total market capitalization  outside of this combined range, 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.
    

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  within  the  range  of
companies  included  in the S&P  MidCap 400 Index,  updated  quarterly.  The S&P
MidCap 400 Index is designed to track the  performance of medium  capitalization
companies.  As of March 31,  1997,  the range of  market  capitalization  of the
companies  within the S&P MidCap 400 Index was $120  million to $7.193  billion.
The Portfolio  may invest up to 35% of its total assets in equity  securities of
companies  that,  at the time of  purchase,  have  total  market  capitalization
outside  the range of  companies  included  in the S&P  MidCap  400 Index and in
excess of that  amount (up to 100% of its  assets)  during  temporary  defensive
periods.
    

ALGER 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."
    


                                        2


<PAGE>

IN GENERAL

   
   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  advantage  of new
opportunities for investments in accordance with their investment  objectives or
to meet redemptions,  they may each hold up to 15% (or a higher percentage where
so  stated)  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.  These amounts may be higher than those maintained
by other funds with similar investment objectives.

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



                              INVESTMENT PRACTICES

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

REPURCHASE AGREEMENTS

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

ILLIQUID AND RESTRICTED SECURITIES

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

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.  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.
    

                                        3

<PAGE>

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

LEVERAGE THROUGH BORROWING

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

OPTIONS

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

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


STOCK INDEX FUTURES AND OPTIONS ON
STOCK INDEX FUTURES

   
   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.
    

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

                                        4

<PAGE>


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 Fund'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 Fred Alger &
Company, Incorporated ("Alger Inc.") in connection with its creation and initial
capitalization,  the Fund intends to distribute shares of the Portfolios 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 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,  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 March 31, 1997, had  approximately  $6.4 billion
under management, $4.9 billion in mutual fund accounts and $1.5 billion in other
    

                                        5

<PAGE>


   
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.
Steven R. Thumm serves as co-manager of the Alger American  Balanced  Portfolio.
He has been employed by Alger  Management as a fixed income  analyst since 1991.
Mr. Alger, Ms. Khoo, Mr. Tartaro and Mr. Thumm 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

   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%.

   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,  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 Alger American
Balanced  Portfolio or Alger American Income and Growth  Portfolio exceed 1.25%,
or such  expenses  of  Alger  American  Small  Capitalization  Portfolio,  Alger
American  Growth  Portfolio,  Alger American MidCap Growth  Portfolio,  or 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.

                                        6

<PAGE>

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 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 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
and redeem 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.

   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

   
   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 at net asset value on the payment date for each shareholder's account
in additional shares of the Portfolio that paid the dividend or distribution 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 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 and
Plans  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

                                        7

<PAGE>


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 be
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 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 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 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 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>


                       This page intentionally left blank.


<PAGE>


                                    THE  |
                                  ALGER  |
                               AMERICAN  |
                                   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 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

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


<PAGE>


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


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







   
  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 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 are also 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.

  [LOGO]        [LOGO]

   
  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
the 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 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.

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

   
                                   May 1, 1997
    

<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......................      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


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


<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 a  Portfolio.  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
Exchange 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.........................................             .03%               .04%               .04%               .24%*
                                                                    ---                ---                ---                ---
Total Fund Operating Expenses  ........................             .88%               .79%               .84%              1.09%
                                                                    ===                ===                ===               ====

  * Included in Other Expenses of the Alger American  Leveraged AllCap Portfolio
is 0.03% of interest expense.

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                $ 8                $ 9               $ 11
Three Years............................................              28                 25                 27                 35
Five Years.............................................              49                 44                 47                 60
Ten Years..............................................             108                 98                104                133
    

</TABLE>


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

                                       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
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(ii)
                                       -------     -------     -------   -------    -------    -------    -------     ------
<S>                                    <C>         <C>        <C>        <C>        <C>        <C>        <C>        <C>    
Net asset value, beginning of year.    $ 31.16     $ 23.13    $ 24.67    $ 20.17    $ 18.00    $ 12.86    $ 12.41    $ 10.00
                                       -------     -------    -------    -------    -------    -------    -------    -------
Net investment income..............       0.12        0.02       0.07       0.03       0.03       0.08(i)    0.07       0.09
Net realized and unrealized gain
  on investments...................       4.00        8.33       0.15       4.50       2.19       5.11       0.44       2.32
                                       -------     -------    -------    -------    -------    -------    -------    -------
  Total from investment
     operations....................       4.12        8.35       0.22       4.53       2.22       5.19       0.51       2.41
                                       -------     -------    -------    -------    -------    -------    -------    -------
Dividends from net investment
  income...........................      (0.02)      (0.07)     (0.03)     (0.03)     (0.03)     (0.05)     (0.06)        --
Distributions from net realized
   gains...........................      (0.93)      (0.25)     (1.73)        --      (0.02)        --         --         --
                                       -------     -------    -------    -------    -------    -------    -------    -------
  Total Distributions..............      (0.95)      (0.32)     (1.76)     (0.03)     (0.05)     (0.05)     (0.06)        --
                                       -------     -------    -------    -------    -------    -------    -------    -------
Net asset value, end of year.......    $ 34.33     $ 31.16    $ 23.13    $ 24.67    $ 20.17    $ 18.00    $ 12.86    $ 12.41
                                       =======     =======    =======    =======    =======    =======    =======    =======
Total Return.......................      13.35%      36.37%      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)................   $991,028    $502,974   $150,390    $74,878    $30,316    $10,094    $ 1,228    $   171
                                       =======     =======    =======    =======    =======    =======    =======    =======

  Ratio of expenses to average
    net assets.....................       0.79%       0.85%      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..........       0.50%       0.18%      0.48%      0.25%      0.33%      0.52%      1.69%      1.30%
                                       =======     =======    =======    =======    =======    =======    =======    =======
  Portfolio Turnover Rate..........      82.86%     118.33%    111.76%    112.64%     63.91%     58.95%     86.77%     79.59%
                                       =======     =======    =======    =======    =======    =======    =======    =======
  Average Commission
    Rate Paid......................    $ .0683
                                       =======   
    
</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,
                               ------------------------------------------------------------------------------------------------
                               1996       1995       1994       1993       1992       1991       1990       1989      1988(iii)
                               ----       ----       ----       ----       ----       ----       ----       ----      ---------
<S>                       <C>          <C>       <C>         <C>        <C>        <C>          <C>         <C>          <C>  
Net asset value,
  beginning of year....... $   39.41   $  27.31  $  30.88    $  27.26   $  26.79   $  17.02     $ 15.79     $ 9.60     $ 10.00
                           ---------   --------  --------    --------   --------   --------     -------     ------     -------
Net investment
  income (loss)...........     (0.04)(i)  (0.09)    (0.03)(i)   (0.05)     (0.06)     (0.03)       0.02       0.04        0.06
Net realized and
   unrealized gain
  (loss) on investments...      1.70      12.19     (1.45)       3.67       0.91       9.82        1.35       6.15       (0.40)
                           ---------   --------  --------    --------   --------   --------     -------     ------       -----
  Total from investment
    operations............      1.66      12.10     (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.........     (0.16)        --     (2.09)         --      (0.38)        --       (0.13)        --          --
                           ---------   --------  --------    --------   --------   --------     -------     ------       -----
  Total Distributions.....     (0.16)        --     (2.09)         --      (0.38)     (0.02)      (0.14)        --       (0.06)
                           ---------   --------  --------    --------   --------   --------     -------     ------       -----
Net asset value, end
  of year................. $   40.91   $  39.41  $  27.31    $  30.88   $  27.26   $  26.79     $ 17.02     $15.79      $ 9.60
                           =========   ========  ========    ========   ========   ========     =======     ======      ======
Total Return..............      4.18%     44.31%    (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).......$1,469,518   $984,212  $397,037    $238,850   $135,718   $ 56,798     $ 7,149     $  569       $  39
                          ==========   ========  ========    ========   ========   ========     =======     ======       =====

  Ratio of expenses to
     average net assets...      0.88%      0.92%     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....     (0.09%)    (0.48%)   (0.10%)     (0.35%)    (0.37%)    (0.12%)      0.50%      1.11%       2.27%
                          ==========   ========  ========    ========   ========   ========     =======     ======       =====

  Portfolio Turnover
    Rate..................    110.04%     80.66%   117.61%     148.07%    108.06%    125.90%     132.46%    133.61%      20.86%
                          ==========   ========  ========    ========   ========   ========     =======     ======       =====

  Average Commission
    Rate Paid.............$    .0591
                          ========== 
    

</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 DECEMBER 31,                  (COMMENCEMENT OF     
                                                             -------------------------------------              OPERATIONS)   
                                                             1996             1995            1994        TO DECEMBER 31, 1993(I)
                                                           ---------        ---------       --------      ----------------------
<S>                                                          <C>              <C>           <C>                    <C>    
Net asset value, beginning of year......................     $ 19.44          $ 13.46       $  13.72               $ 10.00
                                                             -------          -------       --------               -------        
Net investment income (loss)............................        0.03            (0.03)          0.00(ii)             (0.02)
Net realized and unrealized
  gain (loss) on investments............................        2.29             6.01          (0.21)                 3.88
                                                             -------          -------       --------               -------        

  Total from investment operations......................        2.32             5.98          (0.21)                 3.86
Distributions from net realized gains...................       (0.41)              --          (0.05)                (0.14)
                                                             -------          -------       --------               -------        

Net asset value, end of year............................     $ 21.35          $ 19.44       $  13.46               $ 13.72
                                                             =======          =======       ========               =======


Total Return............................................       11.90%           44.45%         (1.54%)               38.67%
                                                             =======          =======       ========               =======


Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)...............    $394,847         $185,349        $62,178               $21,301
                                                            ========         ========       ========               =======

  Ratio of expenses to average net assets...............        0.84%            0.90%          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..................................        0.08%           (0.25%)         0.03%                (0.58%)
                                                             =======          =======       ========               =======

  Portfolio Turnover Rate...............................       90.97%          104.74%         83.96%                67.22%
                                                             =======          =======       ========               =======

  Average Commission
    Rate Paid...........................................     $ .0663
                                                             =======
    

</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
LEVERAGED ALLCAP PORTFOLIO
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>

   
                                                                                            FROM JANUARY 25, 1995
                                                                             YEAR ENDED       (COMMENCEMENT OF
                                                                             DECEMBER 31         OPERATIONS)
                                                                                1996       TO DECEMBER 31, 1995(I)
                                                                            ------------   ----------------------
<S>                                                                         <C>                    <C>    
Net asset value, beginning of period.............................           $   17.43              $ 10.00
                                                                            ---------              -------
Net investment (loss).........................................                  (0.03)(ii)           (0.03)
Net realized and unrealized gain  (loss) on investments..........                2.14                 7.46
                                                                            ---------              -------
    Total from investment operations.............................                2.11                 7.43
Distribution from net realized gains..........................                  (0.18)                  --
                                                                            ---------              -------
Net asset value, end of period...................................           $   19.36              $ 17.43
                                                                            =========              =======
Total Return..................................................                  12.04%               74.30%
                                                                            =========              =======
Ratios and Supplemental Data:
  Net assets, end of period (000's omitted)......................           $  34,925              $ 5,497
                                                                            =========              =======
  Ratio of expenses excluding interest to average net assets..                   1.06%                1.50%
                                                                            =========              =======
  Ratio of expenses including interest to average net assets..                   1.09%                1.56%
                                                                            =========              =======
  Decrease reflected in above expense ratios
    due to expense reimbursements................................                  --                2.36%
                                                                            =========              =======
  Ratio of net investment (loss) to average net assets........                  (0.15%)              (0.71%)
                                                                            =========              =======
  Portfolio Turnover Rate.....................................                 102.10%              178.23%
                                                                            =========              =======
Amount of debt outstanding at end of period......................           $       0              $     0
                                                                            =========              =======
Average amount of debt outstanding during the period.............           $  76,079              $ 8,122
                                                                            =========              =======
Average daily number of shares outstanding during the period.....           1,107,187               75,460
                                                                            =========              =======
Average amount of debt per share during the period...............           $    0.07              $  0.11
                                                                            =========              =======
Average Commission Rate Paid.....................................           $   .0682
                                                                            =========

</TABLE>

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


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

                                       vii

<PAGE>

                                 THE PORTFOLIOS

   
  The  Portfolios  are  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 one or more of the Portfolios. The Fund may
also be a funding  vehicle for Plans which elect to make the Fund 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  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 Plans.  Individuals cannot
invest in a 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 Fund 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 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 of the  Portfolios and the investment  restrictions
summarized in the next paragraph are  fundamental  which means that they may not
be changed without shareholder  approval.  All investment policies and practices
described  elsewhere  in this  Prospectus,  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 any Portfolio's
objective 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 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 money or pledge its
assets in an amount up to 10% of its total  assets for  temporary  or  emergency
purposes and that the Alger American  Leveraged  AllCap Portfolio may borrow for
investment  purposes as described below under "Alger American  Leveraged  AllCap
Portfolio."  The  Statement  of  Additional   Information   contains  additional
investment restrictions.
    

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--within  the range of
companies included in the Russell 2000 Growth Index ("Russell Index") or the S&P
SmallCap  600 Index ("S&P  Index"),  updated  quarterly.  Both indexes are broad
indexes  of small  capitalization  stocks.  As of March 31,  1997,  the range of
market  capitalization  of the companies in the Russell Index was $10 million to

                                        1

<PAGE>


$1.94 billion;  the range of market  capitalization  of the companies in the S&P
Index at that date was $32 million to $2.579  billion.  The combined range as of
that date was $10 million to $2.579 billion.  The Portfolio may invest up to 35%
of its total  assets in equity  securities  of  companies  that,  at the time of
purchase,  have total market capitalization  outside of this combined range, 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.

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  within  the  range  of
companies  included  in the S&P  MidCap 400 Index,  updated  quarterly.  The S&P
MidCap 400 Index is designed to track the  performance of medium  capitalization
companies.  As of March 31, 1997,  the range of market  capitalization  of these
companies was $120 million to $7.193 billion. The Portfolio may invest up to 35%
of its total  assets in equity  securities  of  companies  that,  at the time of
purchase,  have  total  market  capitalization  outside  the range of  companies
included in the S&P MidCap 400 Index and in excess of that amount (up to 100% of
its assets) during temporary defensive periods. 
    

ALGER 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 or
to meet  redemptions,  they may each 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 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 of such companies may have limited  marketability  and may be subject
to more abrupt or erratic  market  movements  than  securities  of larger,  more
established  companies  or the  market  averages  in  general.  Accordingly,  an
investment in the  Portfolio may not be  appropriate  for all  investors.  These
risks may also apply to  investments  in  smaller  companies  by Alger  American
MidCap Growth  Portfolio,  Alger  American  Growth  Portfolio and Alger American
Leveraged AllCap Portfolio.
    


                                        2


<PAGE>


                              INVESTMENT PRACTICES

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

REPURCHASE AGREEMENTS

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

ILLIQUID AND RESTRICTED SECURITIES

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


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


FOREIGN SECURITIES

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

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


LEVERAGE THROUGH BORROWING

  Alger 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.


                                        3

<PAGE>


OPTIONS

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

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


STOCK INDEX FUTURES AND OPTIONS ON
STOCK INDEX FUTURES

   
  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.
    

  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.
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. 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 Fund'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 Fred Alger &
Company, Incorporated ("Alger Inc.") in connection with its creation and initial
capitalization,  the Fund intends to distribute shares of the Portfolios 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 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

                                        4


<PAGE>


   
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 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,  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 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

   
  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%.
    

  From time to time Alger Management or its affiliates may compensate  insurance
companies or their  affiliates whose customers hold shares of the Portfolios for

                                        5

<PAGE>


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 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
expenses of any Portfolio if its annual operating expenses (excluding  interest,
taxes, fees for brokerage  services and extraordinary  expenses) exceed 1.50% 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 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 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 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
and redeem 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.

   
  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.
    

                                        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 at net asset value on the payment date for each shareholder's account
in additional shares of the Portfolio that paid the dividend or distribution 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 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 and
Plans  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 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 to a holder of a VA  contract  or VLI  policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance

                                        7

<PAGE>


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 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>


                          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 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

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


<PAGE>


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


   
  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 three 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 three
Portfolios discussed in this Prospectus are:
    

                    o Alger American Small Capitalization Portfolio
                    o Alger American Growth Portfolio
                    o Alger American MidCap Growth 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 are also 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 or with the Plan  documents.  A "Statement of
Additional  Information" dated May 1, 1997 containing further  information about
the 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 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.
- --------------------------------------------------------------------------------

   
                                   May 1, 1997
    



- --------------------------------------------------------------------------------
<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..............     2
  Alger American MidCap Growth
    Portfolio..................................     2

Investment Practices...........................     2

Management of the Fund.........................     3
Net Asset Value................................     5
Purchases and Redemptions......................     5
Dividends and Distributions....................     6
Taxes..........................................     6
Performance....................................     6
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 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 a  Portfolio.  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
                                                                       American          Alger         American
                                                                         Small         American         MidCap
                                                                    Capitalization      Growth          Growth
                                                                       Portfolio       Portfolio       Portfolio
                                                                       ---------       ---------       ---------

   
<S>                                                                      <C>             <C>              <C> 
Shareholder Transaction Expenses
Maximum Sales Load Imposed on
   Purchases................................................             None            None             None
Maximum Sales Load Imposed
  on Reinvested Dividends...................................             None            None             None
Deferred Sales Load.........................................             None            None             None
Redemption Fees.............................................             None            None             None
Exchange Fees...............................................             None            None             None
Annual Fund Operating Expenses
  (as a percentage of average net assets)
Management Fees.............................................              .85%            .75%             .80%
12b-1 Fees..................................................               --              --               --
Other Expenses..............................................              .03%            .04%             .04%
                                                                          ---             ---              --- 
Total Fund Operating Expenses ..............................              .88%            .79%             .84%
                                                                          ===             ===              === 


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             $ 8              $ 9
Three Years.................................................               28              25               27
Five Years..................................................               49              44               47
Ten Years...................................................              108              98              104
    

</TABLE>


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

                                       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
GROWTH PORTFOLIO
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>
   
                                                          YEAR ENDED DECEMBER 31,
                                           -------------------------------------------------------------
                                             1996              1995              1994              1993 
                                           -------          -------            -------           -------

<S>                                        <C>              <C>                <C>               <C>    
Net asset value, beginning of year         $ 31.16          $ 23.13            $ 24.67           $ 20.17
                                           -------          -------            -------           -------
Net investment income ............            0.12              0.02              0.07              0.03
Net realized and unrealized gain
  on investments .................            4.00              8.33              0.15              4.50
                                           -------          -------            -------           -------
  Total from investment
     operations ..................            4.12              8.35              0.22              4.53
                                           -------          -------            -------           -------
Dividends from net investment
  income .........................           (0.02)            (0.07)            (0.03)            (0.03)
Distributions from net realized
   gains .........................           (0.93)            (0.25)            (1.73)               -- 
  Total Distributions ............           (0.95)            (0.32)            (1.76)            (0.03)
                                           -------          -------            -------           -------
Net asset value, end of year .....         $ 34.33          $ 31.16            $ 23.13           $ 24.67
                                           =======          =======            =======           =======
Total Return .....................           13.35%            36.37%             1.45%            22.47%
                                           =======          =======            =======           =======
Ratios and Supplemental Data:
  Net assets, end of year
    (000's omitted) ..............        $991,028          $502,974          $150,390           $74,878
                                           =======          =======            =======           =======
  Ratio of expenses to average
    net assets ...................            0.79%             0.85%             0.86%             0.97%
                                           =======          =======            =======           =======
  Decrease reflected in above
    expense ratios due to
    expense reimbursements .......              --                --                --                -- 
                                           =======          =======            =======           =======
  Ratio of net investment income
    to average net assets ........            0.50%             0.18%             0.48%             0.25%
                                           =======          =======            =======           =======
  Portfolio Turnover Rate ........           82.86%           118.33%           111.76%           112.64%
                                           =======          =======            =======           =======
  Average Commission
    Rate Paid ....................         $ .0683
                                           ======= 
</TABLE>
<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
                                           ---------------------------------------------------------------
                                             1992              1991                1990              1989(ii)
                                           -------           -------             -------           -------
<S>                                        <C>               <C>                 <C>               <C>    
Net asset value, beginning of year         $18.00            $ 12.86             $ 12.41           $ 10.00
                                           -------           -------             -------           -------
Net investment income ............            0.03              0.08(i)             0.07              0.09
Net realized and unrealized gain
  on investments .................            2.19              5.11                0.44              2.32
                                           -------           -------             -------           -------
  Total from investment
     operations ..................            2.22              5.19                0.51              2.41
                                           -------           -------             -------           -------
Dividends from net investment
  income .........................           (0.03)            (0.05)              (0.06)               --
Distributions from net realized
   gains .........................           (0.02)               --                  --                --
                                           -------           -------             -------           -------
  Total Distributions ............           (0.05)            (0.05)              (0.06)               --
                                           -------           -------             -------           -------
Net asset value, end of year .....         $ 20.17           $ 18.00             $ 12.86           $ 12.41
                                           =======           =======             =======           =======
Total Return .....................           12.38%            40.39%               4.14%            24.10%(iii)
                                           =======           =======             =======           =======
Ratios and Supplemental Data:
  Net assets, end of year
    (000's omitted) ..............         $30,316           $10,094              $1,228              $171
                                           =======           =======             =======           =======
  Ratio of expenses to average
    net assets ...................            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 ........            0.33%             0.52%               1.69%             1.30%
                                           =======           =======             =======           =======
  Portfolio Turnover Rate ........           63.91%            58.95%              86.77%            79.59%
                                           =======           =======             =======           =======
  Average Commission
    Rate Paid ....................
    
</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,
                             -------------------------------------------------------------------
                                   1996               1995             1994               1993 
                             ------------       ------------     ------------       ------------
<S>                          <C>                <C>              <C>                <C>         
Net asset value,
  beginning of year ......   $      39.41       $      27.31     $      30.88       $      27.26
                             ------------       ------------     ------------       ------------
Net investment
  income (loss) ..........          (0.04)(i)          (0.09)           (0.03)(i)          (0.06)
Net realized and
   unrealized gain
  (loss) on investments ..           1.70              12.19            (1.45)              3.67
                             ------------       ------------     ------------       ------------
  Total from investment
    operations ...........           1.66              12.10            (1.48)              3.62
                             ------------       ------------     ------------       ------------
Dividends from net
  investment income ......             --                 --               --                 -- 
Distributions from net
   realized gains ........          (0.16)                --            (2.09)                -- 
                             ------------       ------------     ------------       ------------
  Total Distributions ....          (0.16)                --            (2.09)                -- 
                             ------------       ------------     ------------       ------------
Net asset value, end
  of year ................   $      40.91       $      39.41     $      27.31       $      30.88
                             ============       ============     ============       ============
Total Return .............           4.18%             44.31%           (4.38%)            13.28%
                             ============       ============     ============       ============
Ratios and
  Supplemental Data:
   Net assets, end of year
    (000's omitted) ......   $  1,469,518       $    984,212     $    397,037       $    238,850
                             ============       ============     ============       ============
  Ratio of expenses to
     average net assets ..           0.88%              0.92%            0.96%              1.03%
                             ============       ============     ============       ============
  Decrease reflected in
    above expense ratios
    due to expense
    reimbursements .......             --                 --               --                 -- 
                             ============       ============     ============       ============
  Ratio of net investment
    income (loss) to
    average net assets ...          (0.09%)            (0.48%)          (0.10%)            (0.35%)
                             ============       ============     ============       ============
  Portfolio Turnover
    Rate .................         110.04%             80.66%          117.61%            148.07%
                             ============       ============     ============       ============
  Average Commission
    Rate Paid ............   $      .0591
                             ============
</TABLE>
<TABLE>
<CAPTION>
                                                      Year Ended December 31,
                             ----------------------------------------------------------------------------------
                                   1992             1991            1990             1989             1988(iii)
                             ------------     ------------     ------------     ------------       ------------
<S>                          <C>              <C>              <C>              <C>                <C>         
Net asset value,
  beginning of year ......   $      26.79     $      17.02     $      15.79     $       9.60       $      10.00
                             ------------     ------------     ------------     ------------       ------------
Net investment
  income (loss) ..........          (0.03)            0.02             0.04             0.06
Net realized and
   unrealized gain
  (loss) on investments ..           0.91             9.82             1.35             6.15              (0.40)
                             ------------     ------------     ------------     ------------       ------------
  Total from investment
    operations ...........           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 ........          (0.38)              --            (0.13)              --                 --
                             ------------     ------------     ------------     ------------       ------------
  Total Distributions ....          (0.38)           (0.02)           (0.14)              --              (0.06)
                             ------------     ------------     ------------     ------------       ------------
Net asset value, end
  of year ................   $      27.26     $      26.79     $      17.02     $      15.79       $       9.60
                             ============     ============     ============     ============       ============
Total Return .............           3.55%           57.54%            8.71%           64.48%(ii)         (3.35%)(ii)
                             ============     ============     ============     ============       ============
Ratios and
  Supplemental Data:
   Net assets, end of year
    (000's omitted) ......   $    135,718     $     56,798     $      7,149     $        569       $         39
                             ============     ============     ============     ============       ============
  Ratio of expenses to
     average net assets ..           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 ...          (0.37%)          (0.12%)           0.50%            1.11%              2.27%
                             ============     ============     ============     ============       ============
  Portfolio Turnover
    Rate .................         108.06%          125.90%          132.46%          133.61%             20.86%
                             ============     ============     ============     ============       ============
  Average Commission .....
    Rate Paid
    
</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 December 31,        (commencement of
                                                           ---------------------------         operations)
                                                            1996       1995      1994    to December 31, 1993(i)
                                                           -------    -------   -------    ------------------
<S>                                                        <C>        <C>      <C>               <C>    
Net asset value, beginning of year........................ $ 19.44    $ 13.46  $  13.72          $ 10.00
                                                           -------    ------   --------          -------
Net investment income (loss)..............................    0.03      (0.03)     0.00(ii)        (0.02)
Net realized and unrealized gain (loss) on investments....    2.29       6.01     (0.21)            3.88
                                                           -------    ------   --------          -------

  Total from investment operations........................    2.32       5.98     (0.21)            3.86
Distributions from net realized gains.....................   (0.41)        --     (0.05)           (0.14)
                                                           -------    ------   --------          -------

Net asset value, end of year.............................. $ 21.35    $ 19.44  $  13.46          $ 13.72
                                                           =======    =======  ========          =======

Total Return..............................................   11.90%     44.45%    (1.54%)          38.67%
                                                           =======    =======  ========          =======

Ratios and Supplemental Data:
  Net assets, end of year (000's omitted).................$394,847   $185,349  $ 62,178         $ 21,301
                                                          ========    =======  ========          =======

  Ratio of expenses to average net assets.................    0.84%      0.90%     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....................................    0.08%     (0.25%)    0.03%           (0.58%)
                                                           =======    =======  ========          =======

  Portfolio Turnover Rate.................................   90.97%    104.74%    83.96%           67.22%
                                                           =======    =======  ========          =======

  Average Commission
    Rate Paid............................................. $ .0663
                                                           =======
    

</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 PORTFOLIOS

   
   The  Portfolios  are  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 one or more of the Portfolios. The Fund may
also be a funding  vehicle for Plans which elect to make the Fund 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 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 Plans.  Individuals cannot
invest in a 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 Fund 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 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 of the Portfolios and the investment  restrictions
summarized in the next paragraph are  fundamental  which means that they may not
be changed without shareholder  approval.  All investment policies and practices
described  elsewhere  in this  Prospectus,  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 any Portfolio's
objective 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% 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 money 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.

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--within  the range of
companies included in the Russell 2000 Growth Index ("Russell Index") or the S&P
SmallCap  600 Index ("S&P  Index"),  updated  quarterly.  Both indexes are broad
indexes  of small  capitalization  stocks.  As of March 31,  1997,  the range of
market  capitalization  of the companies in the Russell Index was $10 million to
$1.94 billion;  the range of market  capitalization  of the companies in the S&P
Index at that date was $32 million to $2.579  billion.  The combined range as of
that date was $10 million to $2.579 billion.  The Portfolio may invest up to 35%

                                        1

<PAGE>

of its total  assets in equity  securities  of  companies  that,  at the time of
purchase,  have total market capitalization  outside of this combined range, 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.
    

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  within  the  range  of
companies  included  in the S&P  MidCap 400 Index,  updated  quarterly.  The S&P
MidCap 400 Index is designed to track the  performance of medium  capitalization
companies.  As of March 31, 1997,  the range of market  capitalization  of these
companies was $120 million to $7.193 billion. The Portfolio may invest up to 35%
of its total  assets in equity  securities  of  companies  that,  at the time of
purchase,  have  total  market  capitalization  outside  the range of  companies
included in the S&P MidCap 400 Index and in excess of that amount (up to 100% of
its assets) during temporary defensive periods.
    

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 or
to meet  redemptions,  they may each 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 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 of such companies may have limited  marketability  and may be subject
to more abrupt or erratic  market  movements  than  securities  of larger,  more
established  companies  or the  market  averages  in  general.  Accordingly,  an
investment in the  Portfolio may not be  appropriate  for all  investors.  These
risks may also apply to  investments  in  smaller  companies  by Alger  American
MidCap Growth Portfolio and Alger American Growth Portfolio.
    


                              INVESTMENT PRACTICES

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

REPURCHASE AGREEMENTS

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

ILLIQUID AND RESTRICTED SECURITIES

   
   An  investment  may be illiquid  because of the absence of an active  trading
market,  making  it  difficult  to  sell  promptly  at an  acceptable  price.  A
restricted  security is one that has a contractual  restriction on its resale or
which cannot be sold publicly until it is registered under the Securities Act of
1933. Each Portfolio may purchase securities eligible for resale under Rule 144A

                                        2

<PAGE>


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, Fred Alger Management, Inc. ("Alger
Management") determines the liquidity of the Portfolios' Rule 144A investments.
    


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


FOREIGN SECURITIES

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

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

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 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. 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 Fund'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 Fred Alger &
Company, Incorporated ("Alger Inc.") in connection with its creation and initial
capitalization,  the Fund intends to distribute shares of the Portfolios 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 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

                                        3

<PAGE>


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,  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 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
   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-.85%;  Alger  American  MidCap Growth  Portfolio-.80%;
Alger American Growth Portfolio-.75%.

   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

                                        4

<PAGE>


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 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
expenses of any Portfolio if its annual operating expenses (excluding  interest,
taxes, fees for brokerage  services and extraordinary  expenses) exceed 1.50% 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 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 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 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
and redeem 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.

                                        5

<PAGE>

   
   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

   
   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 at net asset value on the payment date for each shareholder's account
in additional shares of the Portfolio that paid the dividend or distribution 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 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 and
Plans  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 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.

                                        6

<PAGE>

   
   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 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 contains additional performance  information and is available upon
request and without charge by contacting the Fund at the toll-free number listed
above.
    

<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 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

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


<PAGE>


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


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




                  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  within the range of
companies  included in the Russell  2000 Growth  Index or the S&P  SmallCap  600
Index, updated quarterly.

    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 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 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 Small Capitalization                 
                                                         
       Portfolio .....................................      1
    
                                                         
     Participating Insurance Companies and Plans .....      1
                                                         
     Investment Objective and Policies ...............      1
                                                         
     Investment Practices ............................      2
                                                         
     Management of the Fund ..........................      3
                                                         
     Net Asset Value .................................      4
                                                         
     Purchases and Redemptions .......................      4
                                                         
     Dividends and Distributions .....................      5
                                                         
     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.

<TABLE>
<CAPTION>


<S>                                                                                  <C>
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 ...................................................................    .85%

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

Other Expenses ....................................................................    .03%
                                                                                       --- 
Total Portfolio Operating Expenses ................................................    .88%
                                                                                       === 
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 .......................................................................     28

Five Years ........................................................................     49

Ten Years .........................................................................    108
    

</TABLE>

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

                                       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
SMALL CAPITALIZATION PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

   
                                                                       YEAR ENDED DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                             1996              1995            1994              1993            1992 
                                         -----------       -----------     -----------       -----------     -----------
<S>                                      <C>               <C>             <C>               <C>             <C>        
     Net asset value, beginning
       of year .......................   $     39.41       $     27.31     $     30.88       $     27.26     $     26.79
                                         -----------       -----------     -----------       -----------     -----------
     Net investment income (loss) ....         (0.04)(i)         (0.09)          (0.03)(i)         (0.05)          (0.06)
     Net realized and unrealized
       gain (loss)
       on investments ................          1.70             12.19           (1.45)             3.67            0.91
                                         -----------       -----------     -----------       -----------     -----------
       Total from investment
         operations ..................          1.66             12.10           (1.48)             3.62            0.85
                                         -----------       -----------     -----------       -----------     -----------
     Dividends from net
       investment income .............            --                --              --                --              -- 
     Distributions from
       net realized gains ............         (0.16)               --           (2.09)               --           (0.38)
                                         -----------       -----------     -----------       -----------     -----------
       Total Distributions ...........         (0.16)               --           (2.09)               --           (0.38)
                                         -----------       -----------     -----------       -----------     -----------
     Net asset value, end of year ....   $     40.91       $     39.41     $     27.31       $     30.88     $     27.26
                                         ===========       ===========     ===========       ===========     ===========
     Total Return ....................          4.18%            44.31%          (4.38%)           13.28%           3.55%
                                         ===========       ===========     ===========       ===========     ===========

     Ratios and Supplemental Data:
       Net assets, end of year
         (000's omitted) .............   $ 1,469,518       $   984,212     $   397,037       $   238,850     $   135,718
                                         ===========       ===========     ===========       ===========     ===========

       Ratio of expenses to average
         net assets ..................          0.88%             0.92%           0.96%             1.03%           0.98%
                                         ===========       ===========     ===========       ===========     ===========
       Decrease reflected in above
         expense ratios due to expense
         reimbursements ..............            --                --              --                --              -- 
                                         ===========       ===========     ===========       ===========     ===========
       Ratio of net investment income
         (loss) to average net assets          (0.09%)           (0.48%)         (0.10%)           (0.35%)         (0.37%)
                                         ===========       ===========     ===========       ===========     ===========
       Portfolio Turnover Rate .......        110.04%            80.66%         117.61%           148.07%         108.06%
                                         ===========       ===========     ===========       ===========     ===========
       Average Commission
         Rate Paid ...................   $     .0591
                                         ===========

</TABLE>

<TABLE>
<CAPTION>

                                                                YEAR ENDED DECEMBER 31,
                                         --------------------------------------------------------------
                                             1991            1990            1989               1988(III)
                                         -----------     -----------     -----------        -----------
<S>                                      <C>             <C>             <C>                <C>        
     Net asset value, beginning
       of year .......................   $     17.02     $     15.79     $      9.60        $     10.00
                                         -----------     -----------     -----------        -----------
     Net investment income (loss) ....         (0.03)           0.02            0.04               0.06
     Net realized and unrealized
       gain (loss)
       on investments ................          9.82            1.35            6.15              (0.40)
                                         -----------     -----------     -----------        -----------
       Total from investment
         operations ..................          9.79            1.37            6.19              (0.34)
                                         -----------     -----------     -----------        -----------
     Dividends from net
       investment income .............         (0.02)          (0.01)             --              (0.06)
     Distributions from
       net realized gains ............            --           (0.13)             --                 --
                                         -----------     -----------     -----------        -----------
       Total Distributions ...........         (0.02)          (0.14)             --              (0.06)
                                         -----------     -----------     -----------        -----------
     Net asset value, end of year ....   $     26.79     $     17.02     $     15.79        $      9.60
                                         ===========     ===========     ===========        ===========
     Total Return ....................         57.54%           8.71%          64.48%(ii)         (3.35%)(ii)
                                         ===========     ===========     ===========        ===========

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

       Ratio of expenses to average
         net assets ..................          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          (0.12%)          0.50%           1.11%              2.27%
                                         ===========     ===========     ===========        ===========
       Portfolio Turnover Rate .......        125.90%         132.46%         133.61%             20.86%
                                         ===========     ===========     ===========        ===========
       Average Commission
         Rate Paid ...................
    

</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>



   
                              ALGER AMERICAN SMALL
                            CAPITALIZATION 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 OBJECTIVE AND POLICIES

   
  The  investment  objective 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
objective 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 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--within  the range of
companies included in the Russell 2000 Growth Index ("Russell Index") or the S&P
SmallCap  600 Index ("S&P  Index"),  updated  quarterly.  Both indexes are broad
indexes  of small  capitalization  stocks.  As of March 31,  1997,  the range of
market  capitalization  of the companies in the Russell Index was $10 million to
$1.94 billion;  the range of market  capitalization  of the companies in the S&P
index at that date was $32 million to $2.579  billion.  The combined range as of
that date was $10 million to $2.579 billion.  The Portfolio may invest up to 35%
of its total  assets in equity  securities  of  companies  that,  at the time of
purchase,  have total market capitalization  outside of this combined range, 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

                                        1

<PAGE>


opportunities for investments in accordance with its investment  objective 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 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 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, Fred Alger Management, Inc. ("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.


                                        2

<PAGE>


                             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.

  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 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.

                                        3

<PAGE>


  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 .85% 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  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 1.50% 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.
    

                                        4

<PAGE>


   
  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  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 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.  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
    




<PAGE>


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


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







                         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 are also
offered directly to qualified  pension and retirement  plans (the "Plans").  See
"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 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 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.

<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

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


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

Management Fees ...........................................................    .75%

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

Other Expenses ............................................................    .04%
                                                                               --- 
Total Portfolio Operating Expenses ........................................    .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 ..................................................................   $  8

Three Years ...............................................................     25

Five Years ................................................................     44

Ten Years .................................................................     98
    

</TABLE>


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

                                       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 period ended  December  31, 1989 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
GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

   
                                                             YEAR ENDED DECEMBER 31,
                                    ----------------------------------------------------------------------
                                          1996               1995               1994               1993 
                                    -------------      -------------      -------------      -------------
<S>                                 <C>                <C>                <C>                <C>          
Net asset value, beginning
   of year .....................    $       31.16      $       23.13      $       24.67      $       20.17
                                    -------------      -------------      -------------      -------------
Net investment income ..........             0.12               0.02               0.07               0.03
Net realized and unrealized
  gain on investments ..........             4.00               8.33               0.15               4.50
                                    -------------      -------------      -------------      -------------
  Total from investment
     operations ................             4.12               8.35               0.22               4.53
                                    -------------      -------------      -------------      -------------
Dividends from net investment
  income .......................            (0.02)             (0.07)             (0.03)             (0.03)
Distributions from net realized
   gains .......................            (0.93)             (0.25)             (1.73)                -- 
                                    -------------      -------------      -------------      -------------
  Total Distributions ..........            (0.95)             (0.32)             (1.76)             (0.03)
                                    -------------      -------------      -------------      -------------
Net asset value, end of year ...    $       34.33      $       31.16      $       23.13      $       24.67
                                    =============      =============      =============      =============
Total Return ...................            13.35%             36.37%              1.45%             22.47%
                                    =============      =============      =============      =============
Ratios and Supplemental Data:
  Net assets, end of year
    (000's omitted) ............    $     991,028      $     502,974      $     150,390      $      74,878
                                    =============      =============      =============      =============

  Ratio of expenses to average
    net assets .................             0.79%              0.85%              0.86%              0.97%
                                    =============      =============      =============      =============
  Decrease reflected in above
    expense ratios due to
    expense reimbursements .....               --                 --                 --                 -- 
                                    =============      =============      =============      =============
  Ratio of net investment income
    to average net assets ......             0.50%              0.18%              0.48%              0.25%
                                    =============      =============      =============      =============
  Portfolio Turnover Rate ......            82.86%            118.33%            111.76%            112.64%
                                    =============      =============      =============      =============
  Average Commission Rate Paid .    $       .0683
                                    =============

</TABLE>


<TABLE>
<CAPTION>

                                                             YEAR ENDED DECEMBER 31,

                                        1992               1991                 1990               1989(ii)
                                    -------------      -------------        -------------      -------------
<S>                                 <C>                <C>                  <C>                <C>          
Net asset value, beginning
   of year .....................    $       18.00      $       12.86        $       12.41      $       10.00
                                    -------------      -------------        -------------      -------------
Net investment income ..........             0.03               0.08(i)              0.07               0.09
Net realized and unrealized
  gain on investments ..........             2.19               5.11                 0.44               2.32
                                    -------------      -------------        -------------      -------------
  Total from investment
     operations ................             2.22               5.19                 0.51               2.41
                                    -------------      -------------        -------------      -------------
Dividends from net investment
  income .......................            (0.03)             (0.05)               (0.06)                --
Distributions from net realized
   gains .......................            (0.02)                --                   --                 --
                                    -------------      -------------        -------------      -------------
  Total Distributions ..........            (0.05)             (0.05)               (0.06)                --
                                    -------------      -------------        -------------      -------------
Net asset value, end of year ...    $       20.17      $       18.00        $       12.86      $       12.41
                                    =============      =============        =============      =============
Total Return ...................            12.38%             40.39%                4.14%             24.10%(iii)
                                    =============      =============        =============      =============
Ratios and Supplemental Data:
  Net assets, end of year
    (000's omitted) ............    $      30,316      $      10,094        $       1,228      $         171
                                    =============      =============        =============      =============

  Ratio of expenses to average
    net assets .................             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 ......             0.33%              0.52%                1.69%              1.30%
                                    =============      =============        =============      =============
  Portfolio Turnover Rate ......            63.91%             58.95%               86.77%             79.59%
                                    =============      =============        =============      =============
  Average Commission Rate Paid .
    

</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>

   
                              ALGER AMERICAN 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 OBJECTIVE AND POLICIES

  The  investment  objective 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
objective 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 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.
    


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 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 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

                                        1

<PAGE>

be subject to more abrupt or erratic market movements than securities of larger,
more established companies or the market averages in general.
    


                              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, Fred Alger Management, Inc. ("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.

  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

                                        2


<PAGE>

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 .75% 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  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

                                        3

<PAGE>


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 1.50% 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

                                        4

<PAGE>

cash at the election of the Participating  Insurance  Company.  Any 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 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 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.  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
    




<PAGE>


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





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







                     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  within  the  range of  companies
included in the S&P MidCap 400 Index.

    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 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 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 MidCap
    

         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 ...............................       5

       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.

<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

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


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

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

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

Other Expenses ............................................................     .04%
                                                                                --- 
Total Portfolio Operating Expenses ........................................     .84%
                                                                                === 



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 ................................................................      47

Ten Years .................................................................     104
    

</TABLE>

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

                                       iii

<PAGE>

                              FINANCIAL HIGHLIGHTS
   
     The Financial Highlights for the years ended December 31, 1993 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 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
MIDCAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

   
                                                                                                               FROM MAY 3, 1993  
                                                                      YEAR ENDED DECEMBER 31,                  (COMMENCEMENT OF  
                                                           ------------------------------------------             OPERATIONS)    
                                                               1996               1995           1994      TO DECEMBER 31, 1993(i)
                                                           --------           --------        -------      -----------------------

<S>                       <C>                              <C>                <C>             <C>                  <C>    
Net asset value, beginning of year ..................      $  19.44           $  13.46        $ 13.72              $ 10.00
                                                           --------           --------        -------              -------
Net investment income (loss) ........................          0.03              (0.03)          0.00(ii)            (0.02)
Net realized and unrealized gain (loss)
  on investments ....................................          2.29               6.01          (0.21)                3.88
                                                           --------           --------        -------              -------
  Total from investment operations ..................          2.32               5.98          (0.21)                3.86
Distributions from net realized gains ...............         (0.41)                --          (0.05)               (0.14)
                                                           --------           --------        -------              -------
Net asset value, end of year ........................      $  21.35          $   19.44        $ 13.46              $ 13.72
                                                           ========           ========        =======              =======
Total Return ........................................         11.90%             44.45%         (1.54%)              38.67%
                                                           ========           ========        =======              =======
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted) ...........      $394,847           $185,349        $62,178              $21,301
                                                           ========           ========        =======              =======

  Ratio of expenses to average net assets ...........          0.84%              0.90%          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 ...........................          0.08%             (0.25%)         0.03%               (0.58%)
                                                           ========           ========        =======              =======
  Portfolio Turnover Rate ...........................         90.97%            104.74%         83.96%               67.22%
                                                           ========           ========        =======              =======
  Average Commission Rate Paid ......................      $  .0663
                                                           ========
    
</TABLE>



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


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

                                       iv

<PAGE>


   
                              ALGER AMERICAN MIDCAP
                                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 OBJECTIVE AND POLICIES

   
  The  investment  objective 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
objective 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  money 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 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--within  the range of
companies  included  in the S&P  MidCap 400 Index,  updated  quarterly.  The S&P
MidCap 400 Index is designed to track the  performance of medium  capitalization
companies.  As of March 31, 1997,  the range of market  capitalization  of these
companies was $120 million to $7.193 billion. The Portfolio may invest up to 35%
of its total  assets in equity  securities  of  companies  that,  at the time of
purchase,  have  total  market  capitalization  outside  the range of  companies
included in the S&P MidCap 400 Index and in excess of that amount (up to 100% of
its assets) during temporary defensive periods.
    

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 or to

    

                                        1


<PAGE>

   

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 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.
    


                              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, Fred Alger Management, Inc. ("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.

                                        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 Fund'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 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 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

                                        3

<PAGE>


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
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  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 1.50% 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.
    


                                        4

<PAGE>


                           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  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 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.  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 Rocket Hines & Mone LLP
551 Fifth Avenue
New York, New York 10176
    


<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 are also
offered directly to qualified  pension and retirement  plans (the "Plans").  See
"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 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 DEQUACY 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 Leveraged
    

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

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

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

Investment Practices ........................................   2

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

Net Asset Value .............................................   5

Purchases and Redemptions ...................................   5

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 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 ...................................................   .85%

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

Other Expenses ....................................................   .24%*
                                                                     ----
Total Portfolio Operating Expenses ................................  1.09%
                                                                     ==== 

* Included in Other Expenses of the Alger American Leveraged AllCap Portfolio is
  0.03% of interest expense.

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 ..........................................................  $ 11

Three Years .......................................................    35

Five Years ........................................................    60

Ten Years .........................................................   133
    

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


                                       iii

<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS

   
  The Financial  Highlights  for the years ended December 31, 1995 and 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 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
LEVERAGED ALLCAP PORTFOLIO
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD


<TABLE>
<CAPTION>

                                                                                  From January 25, 1995
                                                                    Year Ended     (commencement of
                                                                   December 31,        operations)
                                                                       1996       to December 31, 1995(i)
                                                               ---------------    -----------------------
<S>                                                            <C>                    <C>            
Net asset value, beginning of period .......................   $         17.43        $         10.00
                                                               ---------------        ---------------
Net investment (loss) ......................................             (0.03)(ii)             (0.03)
Net realized and unrealized gain  (loss) on investments ....              2.14                   7.46
                                                               ---------------        ---------------
    Total from investment operations .......................              2.11                   7.43
Distribution from net realized gains .......................             (0.18)                    --
                                                               ---------------        ---------------
Net asset value, end of period .............................   $         19.36        $         17.43
                                                               ===============        ===============
Total Return ...............................................             12.04%                 74.30%
                                                               ===============        ===============
Ratios and Supplemental Data:
  Net assets, end of period (000's omitted) ................   $        34,925        $         5,497
                                                               ===============        ===============
  Ratio of expenses excluding interest to average net assets              1.06%                  1.50%
                                                               ===============        ===============
  Ratio of expenses including interest to average net assets              1.09%                  1.56%
                                                               ===============        ===============
  Decrease reflected in above expense ratios
    due to expense reimbursements ..........................                --                   2.36%
                                                               ===============        ===============
  Ratio of net investment (loss) to average net assets .....             (0.15%)                (0.71%)
                                                               ===============        ===============
  Portfolio Turnover Rate ..................................            102.10%                178.23%
                                                               ===============        ===============
Amount of debt outstanding at end of period ................   $             0        $             0
                                                               ===============        ===============
Average amount of debt outstanding during the period .......   $        76,079        $         8,122
                                                               ===============        ===============
Average daily number of shares outstanding during the period         1,107,187                 75,460
                                                               ===============        ===============
Average amount of debt per share during the period .........   $          0.07        $          0.11
                                                               ===============        ===============
Average Commission Rate Paid ...............................   $         .0682
                                                               ===============
    

</TABLE>

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


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

<PAGE>


   
                            ALGER AMERICAN LEVERAGED
                                ALLCAP 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 OBJECTIVE AND POLICIES

   
  The  investment  objective 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
objective 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
15% 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  money or pledge  its  assets in an amount up to 10% of its total
assets for temporary or emergency purposes and in an amount exceeding 10% of its
total assets for investment  purposes as set forth below under "Leverage Through
Borrowing."  The  Statement  of  Additional   Information   contains  additional
investment restrictions.
    

  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
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

                                        1

<PAGE>


   
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 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 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.
    


                              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, Fred Alger Management, Inc. ("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.
    


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

                                        2

<PAGE>


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

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

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.
    

  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.
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.

  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 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

                                        3

<PAGE>


   
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 .85% 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  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 1.50% 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.
    

                                        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 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  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

                                        5


<PAGE>

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 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.  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.

                                        6


<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 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

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


<PAGE>




                            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

                             STATEMENT   |
                         OF ADDITIONAL   |  MAY 1, 1997
                           INFORMATION   |

      

<PAGE>

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

                      * 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

   
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.  The  Fund  also  offers
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 Fund and supplements  information in
the Prospectus dated May 1, 1997. 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................................................................    11
Taxes.....................................................................    14
Custodian.................................................................    14
Transfer Agent............................................................    14
Certain Shareholders......................................................    14
Organization..............................................................    16
Determination of Performance..............................................    16
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 debt 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 Fred
Alger Management,  Inc. ("Alger Management"),  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, 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

                                      -2-

<PAGE>

   
liquidity 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  were  to  default  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 cash or liquid  securities  that at all times are in an
amount equal to their  obligations  under  reverse  repurchase  agreements.  The
Portfolio  will invest the proceeds in 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
liquid  securities  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  governed by Rule 144A under
the  Securities  Act of 1933, as amended.  In adopting Rule 144A, the Securities
and  Exchange   Commission  (the  "SEC")  specifically  stated

                                      -3-

<PAGE>

that restricted  securities  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.  The  Board  of  Trustees  has  delegated  its
responsibility to Alger Management to determine the liquidity of each restricted
security  purchased  pursuant  to the Rule,  subject  to the Board of  Trustees'
oversight  and review.  Examples of factors  that will be taken 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).  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  or letters of credit 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,  American  Depositary
Shares  or U.S.  dollar-denominated  securities  of  foreign  issuers).  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 on a security  is a contract  that gives the holder of the option
the right,  in return for a premium paid, to buy from the writer (seller) of the
call option, 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 on a
security 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 on a security 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.

                                      -5-

<PAGE>

The  Portfolio  will not  purchase  these  options  unless Alger  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  Commis-

                                      -6-

<PAGE>

sion and will be 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 12 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 13 through 19 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,  except that the Alger American  Leveraged AllCap
Portfolio may purchase or sell stock index futures contracts and related options
thereon  if,  thereafter,  no more than 5% of its total  assets are  invested in
margin and premiums.

   
11.  Investing  more than 10 percent (15  percent in the case of Alger  American
Leveraged  AllCap  Portfolio) 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 limit stated above.

12. Issuing senior  securities,  except that the Alger American Leveraged AllCap
Portfolio may borrow from banks for investment purposes so long as the Portfolio
maintains the required asset coverage.

13.  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.

14. Writing or selling puts, calls, straddles,  spreads or combinations thereof,
except that Alger American  Leveraged  AllCap Portfolio may buy and sell (write)
options.

15. 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.

16.  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.

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

18. 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.

19. 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 and as may be otherwise  stated,  the percentage  limitations
contained  in the  foregoing  restrictions  and in the Fund's  other  investment
policies  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

                                      -8-

<PAGE>

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
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 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 was
paid to Alger Inc. and $500 was paid to other broker-dealers.  During the fiscal
year ended  December  31,  1995,  the Fund paid an  aggregate  of  approximately
$2,023,563  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, 1996,  the Fund paid an aggregate of  approximately  $4,066,005  in
commissions to  broker-dealers  in connection  with portfolio  transactions,  of
which $3,802,749  (93.53%) was paid to Alger Inc. and $263,256 was paid to other
broker-dealers.  During the fiscal year ended  December 31, 1996,  91.52% of the
aggregate  dollar  amount of the Fund's  transactions  involving  the payment of
brokerage  commissions  were  effected  through  Alger Inc.  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 includes 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 (the "NYSE") 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)
    

                                      -9-

<PAGE>

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
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 certain life insurance companies  ("Participating Insurance
Companies")  and 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 and redeem  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 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 next
determined  after  receipt of the  order.  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.

   
Payment for shares tendered for redemption is ordinarily made in cash.  However,
if the Board of Trustees of the Fund  determines that it would be detrimental to
the best interest of the remaining  shareholders  of a Portfolio to make payment
of a redemption order wholly or partly in cash, the Portfolio may pay the re-


                                      -10-

<PAGE>

demption  proceeds in whole or in part by a distribution "in kind" of securities
from the Portfolio,  in lieu of cash, in conformity with applicable rules of the
Securities and Exchange Commission.  The Fund has elected to be governed by Rule
18f-1 under the Act, pursuant to which a Portfolio is obligated to redeem shares
solely  in cash up to the  lesser  of  $250,000  or 1% of the net  assets of the
Portfolio,  during any  90-day  period  for any one  shareholder.  If shares are
redeemed in kind, the redeeming shareholder might incur brokerage or other costs
in selling the  securities for cash.  The method of valuing  securities  used to
make  redemptions  in kind will be the same as the method the Fund uses to value
its  portfolio  securities  and such  valuation  will be made as of the time the
redemption price is determined.
    

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"),  a registered closed-end investment company, and The Alger Fund, The
Alger  Retirement  Fund  and  Spectra  Fund,   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.

                                      -11-

<PAGE>

<TABLE>
<CAPTION>
   

NAME, AGE AND POSITION
WITH THE FUND AND ADDRESS              PRINCIPAL OCCUPATIONS

<S>                                    <C>  
Fred M. Alger III (62)                 Chairman of the Boards 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")
                                       Fred Alger International Advisory S.A. ("International"), The Alger
                                       American Asset Growth Fund ("Asset Growth") and Analysts Resources, Inc.
                                       ("ARI").

David D. Alger (53)                    President and Director of Associates, Alger Management, Alger Inc.,
  President and Trustee                Properties, Services, International and Agency; Executive Vice President
                                       and Director of  ARI.

Gregory S. Duch (46)                   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; Director and Treasurer of International.

Mary E. Marsden-Cochran (44)           General Counsel and Secretary, Associates, Alger Management, Alger Inc.,
  Secretary                            Properties, ARI, Services and Agency (2/96-present); Secretary of
                                       International (7/96-present); Associate General Counsel and Vice President
                                       Smith Barney Inc. (12/94-2/96); Blue Sky Attorney, AMT Capital (1/94-11/94).

Frederick A. Blum (43)                 Senior Vice President of Associates, Alger Management, Alger Inc.,
  Assistant Secretary &                Properties, ARI, Services and Agency.
  Assistant Treasurer

Arthur M. Dubow (64)                   Private investor since 1985; Director of Coolidge Investment Corporation;
  Trustee                              formerly Chairman of the Board of Institutional Shareholder Services,
  P.O. Box 969                         Inc. and President of Fourth Estate, Inc.
  Wainscott, NY 11975


Stephen  E. O'Neil (65)                Of counsel to the law firm of Kohler & Barnes P.C.;  private  investor since
  Trustee                              1981;  Director of Nova Care, Inc. and Brown-Forman  Distillers  Corporation;
  805 Third Avenue                     formerly  President and Vice Chairman of City Investing  Company and Director
  New York, NY 10022                   of  Centerre  Bancorporation  and Syntro  Corporation.


Nathan E. Saint-Amand, M. D. (59)      Medical doctor in private practice.
  Trustee
  2 East 88th Street
  New York, NY 10128

John T. Sargent (72)                   Private investor since 1987; Director of Atlantic Mutual Insurance Co.;
  Trustee                              formerly Director of River Bank America.
  5 Beekman Place
  New York, NY 10022

    
</TABLE>

                                      -12-
<PAGE>


   
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  "Disinterested  Trustee") 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, 1996.  The following  table provides
compensation  amounts paid to Disinterested  Trustees of the Fund for the fiscal
year ended December 31, 1996.

<TABLE>
<CAPTION>

                               COMPENSATION TABLE

                                                                       TOTAL COMPENSATION PAID TO TRUSTEES FROM
                                                                              THE ALGER RETIREMENT FUND,
                                                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
       ------------------------             ----------------            ---------------------------------------
       <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 a  Portfolio  to the extent that its
annual  operating  expenses  (excluding  interest,  taxes,  fees  for  brokerage
services and  extraordinary  expenses)  exceed the  following  percentage of its
average  daily net assets for the fiscal  year:  as to Alger  American  Balanced
Portfolio and Alger  American  Income and Growth  Portfolio--1.25%;  as to Alger
American Small  Capitalization,  Alger American Growth Portfolio,  MidCap Growth
Portfolio  and Alger  American  Leveraged  AllCap  Portfolio--1.50%.  An expense
reimbursement,  if any,  will be estimated  and  reconciled  daily and paid on a
monthly basis.

During the fiscal years ended December 31, 1994, 1995 and 1996, Alger Management
earned  under the terms of the  Management  Agreements  $187,051,  $235,434  and
$92,934 respectively,  in respect of Alger American Income and Growth Portfolio;
$2,366,780,  $5,628,002,  and  $10,617,051  respectively,  in  respect  of Alger
American Small Capitalization Portfolio;  $756,637,  $1,894,223,  and $5,604,710
respectively,  in respect of Alger American Growth Portfolio;  $70,976, $96,391,
and $55,775 respectively,  in respect of Alger American Balanced Portfolio;  and
$311,831,  $900,673, and $2,330,374  respectively,  in respect of Alger American
MidCap Growth Portfolio.  For the period from January 25, 1995  (commencement of
operations) through December 31, 1995 and for the fiscal year ended December 31,
1996, Alger Management earned $9,604 and $177,612, respectively, under the terms
of the Management  Agreement in respect of the Alger American  Leveraged  AllCap
Portfolio.  Certain of these  fees,  however,  were  offset by  various  expense
reimbursements.
    

                                      -13-
<PAGE>


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.

   
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 and net realized short-term capital gains 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  distributes  shares  in the  Portfolios  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  currently 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.

    

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
   
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.  All
holdings are expressed as a percentage of a Portfolio's outstanding shares as of
April 4, 1997 and record and beneficial holdings are in each instance denoted as
follows: record/beneficial.
    

                                      -14-
<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>     
   
American Skandia               --/--        39.0%/--       51.9%/--        --/--        75.7%/--        --/--
Life Assurance
Corporation
Class 1
Tower One
Corporate Drive
P. O. Box 883
Shelton, CT 06484

Ameritas Variable             9.1%/--         */--           */--          --/--          */--           */--
Life Insurance Co.
Separate Acct V
P.O. Box 82550
Lincoln, NE 68501

Ameritas Variable             54.8%/--        */--           */--         48.0%/--      7.3%/--        18.1%/--
Life Insurance Co.
Separate Acct VA-2
Variable Annuity Product
P.O. Box 82550
Lincoln, NE 68501

Aetna Insurance Company        */--           */--           */--         6.3%/--         */--         5.4%/--
of America
151 Farmington Avenue
Hartford, CT  06156

Aetna Life Insurance          32.0%/--       43.2%/--       22.3%/--      37.6%/--       5.3%/--       29.8%/--
and Annuity Company
151 Farmington Avenue
Hartford, CT  06156

CG Variable Annuity            --/--          */--           */--          --/--          */--         15.7%/--
Separate Acct II
900 Cottage Grove Road
Hartford, CT  06152

Great American                 --/--          */--           */--          --/--         --/--         5.1%/--
Reserve Insurance
11825 North Pennsylvania St.
Carmel, IN  46032

Northwestern National          --/--          */--           */--          --/--          */--         5.2%/--
Life Insurance Company
Northern Variable Annuity
Separate Account One
Route 3842
20 Washington Avenue South
Minneapolis, MN 55401

Security Life of Denver        --/--          */--           */--          --/--          */--         5.2%/--
Separate Account A1
8515 East Orchard Rd.
Englewood, CO 80111
    

Officers and                  --/**         --/**          --/**          --/**         --/**          --/**
Trustees as a Group**

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

</TABLE>
                                      -15-
<PAGE>


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").  Alger  American  Small
Capitalization  Portfolio,  Alger American  Income and Growth  Portfolio,  Alger
American Growth Portfolio, Alger American Balanced Portfolio (formerly the Alger
American Fixed Income  Portfolio),  Alger American  MidCap Growth  Portfolio and
Alger American Leveraged AllCap Portfolio commenced  operations on September 21,
1988,  November 15, 1988,  January 9, 1989,  September 5, 1989, May 3, 1993, and
January 25,  1995,  respectively.  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,
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"  referred to 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:

                                      -16-
<PAGE>

                                                PERIOD
                                      FIVE       FROM
                                      YEARS   INCEPTION*
                        YEAR ENDED    ENDED     THROUGH
                         12/31/96   12/31/96   12/31/96
                        ----------  --------  ----------
Alger American Balanced
  (formerly the Alger
  American Fixed Income)  10.17%     9.87%      8.63%

Alger American Income &
  Growth                  19.68%    12.20%     11.30%

Alger American Small
  Capitalization           4.18%    11.02%     20.21%

Alger American Growth     13.35%    16.63%     18.65%

Alger American MidCap
  Growth                  11.90%       n/a     24.08%

Alger American Leveraged
  AllCap                  12.04%       n/a     41.27%


*  The Alger American  Balanced  Portfolio,  the Alger American  Income & Growth
   Portfolio,  the Alger  American  Small  Capitalization  Portfolio,  the Alger
   American Growth Portfolio, the Alger American MidCap Growth Portfolio and the
   Alger American Leveraged AllCap Portfolio  commenced  operations on September
   5, 1989, November 15, 1988,  September 21, 1988, January 9, 1989, May 3, 1993
   and January 25, 1995, respectively.

   
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  (800)  992-3863.  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 to 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  with that of other  mutual  funds with a
similar investment  objective.  The performance of the Portfolios,  for example,
might be compared with rankings  prepared by Lipper  Analytical  Services  Inc.,
which is a widely recognized,  independent service that monitors the performance
of mutual funds, as well as with various unmanaged indexes,  such as the S&P 500
Index,  the Russell 2000 Growth Index,  the S&P SmallCap 600 Index, 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.
    


                                      -17-
<PAGE>
   
THE ALGER AMERICAN FUND
ALGER AMERICAN GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1996

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

 SHARES        COMMON STOCKS--92.2%                      VALUE
 ------                                                  -----
               AEROSPACE--4.9%
  234,500      Boeing Company (The) ......          $ 24,944,937
  263,500      Gulfstream Aerospace Corp.* ........    6,389,875
  291,100      Sundstrand Corp. ..........            12,371,750
   75,500      United Technologies Corp. ..........    4,983,000
                                                    ------------
                                                      48,689,562
                                                    ------------
               APPAREL--.6%
  129,400      Tommy Hilfiger Corporation* ........    6,211,200
                                                    ------------
               BIO-TECHNOLOGY-- .8%
  103,400      Amgen Inc.* ........................    5,622,375
   46,900      BioChem Pharma Inc.*+ ..............    2,356,725
                                                    ------------
                                                       7,979,100
                                                    ------------
               BUSINESS SERVICES--.6%
  110,000      Cintas Corp. .......................    6,462,500
                                                    ------------
               CHEMICALS--2.5%
   52,400      Avery Dennison Corp. ...............    1,853,650
  578,000      Monsanto Co. .......................   22,469,750
                                                    ------------
                                                      24,323,400
                                                    ------------
               COMMUNICATIONS--3.9%
   50,000      LCI International Inc.* ............    1,075,000
   74,100      Lucent Technologies Inc. ...........    3,427,125
  196,600      PictureTel Corp.* ..................    5,111,600
  241,500      Qualcomm Inc.* .....................    9,629,812
  117,200      Telecomunicacoes Brasileiras
                 S.A. ADR+ ........................    8,965,800
  401,900      WorldCom Inc.*                         10,474,720
                                                    ------------
                                                      38,684,057
                                                    ------------
               COMMUNICATIONS EQUIPMENT--6.4%
  153,900      Ascend Communications, lnc.*+ ......    9,561,037
  168,700      Cascade Communications Corp.* ......    9,299,587
  453,200      Cisco Systems, Inc.* ...............   28,834,850
  187,500      Glenayre Technologies Inc.* ........    4,043,063
   39,600      Pairgain Technologies Inc.* ........    1,205,345
  277,900      Tellabs, Inc.* .....................   10,455,988
                                                    ------------
                                                      63,399,870
                                                    ------------
               COMPUTER RELATED &
                 BUSINESS EQUIPMENT--4.7%
  268,900      Hewlett-Packard Company ............   13,512,225
  128,700      Ingram Micro Inc. Cl. A*+ ..........    2,960,100
  452,200      Sun Microsystems Inc.* .............   11,616,113
  256,600      3 Com Corp.* .......................   18,828,025
                                                    ------------
                                                      46,916,463
                                                    ------------
               COMPUTER SERVICES--.3%
   14,400      Diebold Inc. .......................      905,400
   78,400      Sabre Group Holdings Inc.* .........    2,185,400
                                                    ------------
                                                       3,090,800
                                                    ------------
               COMPUTER SOFTWARE--4.5%
   80,600      Computer Associates
                International Inc.* ...............    4,009,850
  167,000      Compuware Corp.* ...................    8,370,875
  400,300      Informix Corporation* ..............    8,156,112
  236,400      Microsoft Corporation* .............   19,532,550
   87,500      Parametric Technology Corporation* .    4,495,313
                                                    ------------
                                                      44,564,700
                                                    ------------
               CONGLOMERATE--.4%
   66,700      Tyco International Ltd.               $ 3,526,763
                                                    ------------
               CONSUMER PRODUCTS--6.2%
  445,200      CUC International Inc.* ............   10,573,500
   90,000      Colgate Palmolive Co. ..............    8,302,500
  223,000      General Electric Co. ...............   22,049,125
  326,900      Nike, Inc. Cl. B ...................   19,532,275
                                                   -------------
                                                      60,457,400
                                                   -------------
               DEFENSE--.6%
   69,120      Lockheed Martin Corp. ..............    6,324,480
                                                   -------------
               ENERGY & ENERGY SERVICES--1.6%
  163,000      Schlumberger Ltd. ..................   16,279,625
                                                   -------------

               FINANCIAL SERVICES--11.6%
  271,400      Chase Manhattan Corp. ..............   24,222,450
  294,900      Citicorp ...........................   30,374,700
  727,326      First Data Corporation+ ............   26,547,399
  265,000      Green Tree Financial Corp. .........   10,235,625
  112,000      MBNA Corp. .........................    4,648,000
  340,300      Money Store Inc. (The)+ ............    9,400,787
  299,400      Schwab (Charles) Corporation
                 (The)+ ...........................    9,580,800
                                                   -------------
                                                     115,009,761
                                                   -------------










               FOOD CHAINS--.7% 
  155,600      Safeway Inc.*+ .....................    6,651,900
                                                   -------------


               HEALTH CARE--1.5%
  364,900      Columbia/HCA Healthcare
                 Corporation ......................   14,869,675
                                                     -----------


               INSURANCE--3.4%
  251,300      American International Group Inc. ..   27,203,225
   23,700      MGIC Investment Corp.+ .............    1,801,200
  125,900      Travelers/Aetna Property Casualty
                 Corp. Cl.A .......................    4,453,712
                                                     -----------
                                                      33,458,137
                                                     -----------
               LEISURE & ENTERTAINMENT--1.2%
  531,700      International Game Technology ......    9,703,525
  119,300      Mirage Resorts, Incorporated* ......    2,579,863
                                                     -----------
                                                      12,283,388
                                                     -----------
               MACHINERY--.7%
  121,300      Case Corp. .........................    6,610,850
                                                     -----------

               MEDICAL DEVICES--2.3%
  103,100      Boston Scientific Corp.* ...........    6,186,000
  245,400      Medtronic, Inc. ....................   16,687,200
                                                     -----------
                                                      22,873,200
                                                     -----------
                                      F-1
    

<PAGE>
   

THE ALGER AMERICAN FUND
ALGER AMERICAN GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1996 (CONT'D)

- --------------------------------------------------------------------------------
               OIL & GAS--2.7%
   76,300      B.J. Services Corp.*+ ..............  $ 3,891,300
  275,300      Global Marine Inc.* ................    5,678,063
  181,500      Halliburton Co. ....................   10,935,375
  140,200      Tidewater Inc. .....................    6,344,050
                                                     -----------
                                                      26,848,788
                                                     -----------
               PHARMACEUTICALS--8.6%
   80,800      Bristol Myers Squibb Co. ...........    8,787,000
  289,700      Eli Lilly & Company ................   21,148,100
  353,000      Merck & Co., Inc. ..................   27,975,250
  124,600      Pfizer Inc. ........................   10,326,225
  230,500      Warner-Lambert Co. .................   17,287,500
                                                     -----------
                                                      85,524,075
                                                     -----------
               POLLUTION CONTROL--1.3%
  415,300      USA Waste Services, Inc.*+ .........   13,237,687
                                                     -----------

               RESTAURANTS & LODGING--2.6%
  318,700      Boston Chicken Inc.*+ ..............   11,433,363
  478,600      Lone Star Steakhouse &
                 Saloon, lnc.* ....................   12,802,550
   54,800      Outback Steakhouse, Inc.*+ .........    1,465,900
                                                     -----------
                                                      25,701,813
                                                     -----------
               RETAILING--5.4%
   42,000      Dollar General Corp. ...............    1,344,000
  186,800      Gucci Group N.V. ...................   11,931,850
  459,100      Home Depot, lnc.+ ..................   23,012,388
   53,100      Nine West Group Inc.* ..............    2,462,512
1,003,500      OfficeMax Inc.* ....................   10,662,187
   57,000      Rite Aid Corp. .....................    2,265,750
   32,000      TJX Companies, Inc. ................    1,516,000
                                                     -----------
                                                      53,194,687
                                                     -----------
               SEMICONDUCTORS--9.1%
  579,600      Adaptec Inc.* ......................   23,184,000
  265,200      Altera Corporation* ................   19,276,858
  248,900      Intel Corp. ........................   32,590,468
   74,500      Linear Technology Corporation ......    3,268,688
   68,300      Maxim Integrated Products, lnc.* ...    2,953,975
  244,000      Xilinx, Inc.* ......................    8,982,371
                                                     -----------
                                                      90,256,360
                                                     -----------
               MISCELLANEOUS--3.1%
  273,000      Loewen Group Inc. ..................   10,681,125
  708,200      Service Corp International .........   19,829,600
                                                     -----------
                                                      30,510,725
                                                     -----------
               Total Common Stocks
                 (Cost $786,520,689) ..............  913,940,966
                                                     -----------
               WARRANTS
               MANFACTURING
               Windmere Corp.*
        1        expire 1/19/98 (Cost $1) .........  $         5
                                                     -----------

               PREFERRED STOCK--1.1%
               COMMUNICATIONS
  182,500      Nokia Corporation, ADR
                 (Cost $8,980,484) ................   10,516,563
                                                     -----------

 PRINCIPAL
  AMOUNT
 --------
               SHORT-TERM INVESTMENTS--10.1%
               Short-Term Corporate Notes--5.8%
$ 8,383,000    CSC Enterprises.,
                 5.67%, 1/03/97 ...................    8,380,359
 21,617,000    Dynamic Funding Corp. Series A.,
                 6.08%, 1/03/97 ...................  21,609,698
 17,500,000    Ford Motor Credit Corp.,
                 5.88%, 1/02/97 ...................   17,497,142
 10,000,000    Merrill Lynch & Co., Inc.,
                 5.55%, 1/02/97 ...................    9,998,459
                                                     -----------

               TOTAL SHORT-TERM CORPORATE NOTES
                 (COST $57,485,658) ...............   57,485,658
                                                     -----------


               SECURITIES HELD UNDER
                 REPURCHASE
                 AGREEMENTS--4.3%

               Securities  Held  Under  Repurchase
                 Agreements, 6.50%-6.625%,
                 1/2/97, with Bear, Stearns &
                 Co. Inc., dtd 12/31/96,
                 repurchase price $42,917,421;
                 collateralized by U.S.
                 Treasury Strips (par value
                 $209,350,000 due 8/15/06-
                 11/15/22) ........................   42,901,709
                                                     -----------

               TOTAL SHORT-TERM INVESTMENTS
                 (COST $100,387,367) ..............  100,387,367
                                                     -----------


TOTAL INVESTMENTS
  (COST $895,888,541)(A)                    103.4% 1,024,844,901
Liabilities in Excess Of Other Assets        (3.4)   (33,816,533)
                                             ----   ------------
NET ASSETS                                  100.0%  $ 991,028,368
                                            =====   ============

  * Non-income producing security.
  + Securities partially or fully on loan.
(a) At December 31, 1996, the net unrealized appreciation on investments,  based
    on cost  for  federal  income  tax  purposes  of  $895,888,541  amounted  to
    $128,956,360  which consisted of aggregate gross unrealized  appreciation of
    $154,599,898 and aggregate gross unrealized depreciation of $25,643,538.

                       See Notes to Financial Statement.
    

                                      F-2
<PAGE>
   

THE ALGER AMERICAN FUND
ALGER AMERICAN GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS

For a share outstanding throughout the year


<TABLE>
<CAPTION>


                                                                                      YEAR ENDED DECEMBER 31,
                                                               ---------------------------------------------------------------------
                                                                       1996          1995         1994         1993         1992
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>           <C>          <C>           <C>          <C>    
   Net asset value, beginning of year                                $ 31.16       $ 23.13      $ 24.67      $ 20.17      $ 18.00
- ------------------------------------------------------------------------------------------------------------------------------------
   Net investment income                                                0.12          0.02         0.07         0.03         0.03
   Net realized and unrealized gain on investments                      4.00          8.33         0.15         4.50         2.19
- ------------------------------------------------------------------------------------------------------------------------------------
       Total from investment operations                                 4.12          8.35         0.22         4.53         2.22
- ------------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                                (0.02)        (0.07)       (0.03)       (0.03)       (0.03)
   Distributions from net realized gains                               (0.93)        (0.25)       (1.73)          --        (0.02)
- ------------------------------------------------------------------------------------------------------------------------------------
       Total Distributions                                             (0.95)        (0.32)       (1.76)       (0.03)       (0.05)
- ------------------------------------------------------------------------------------------------------------------------------------
   Net asset value, end of year                                      $ 34.33       $ 31.16      $ 23.13      $ 24.67      $ 20.17
====================================================================================================================================
   Total Return                                                        13.35%        36.37%        1.45%       22.47%       12.38%
====================================================================================================================================
   Ratios and Supplemental Data:
     Net assets, end of year (000's omitted)                        $991,028      $502,974     $150,390      $74,878      $30,316
====================================================================================================================================
     Ratio of expenses to average net assets                            0.79%         0.85%        0.86%        0.97%        0.99%
====================================================================================================================================
     Ratio of net investment income to average
       net assets                                                       0.50%         0.18%        0.48%        0.25%        0.33%
====================================================================================================================================
     Portfolio Turnover Rate                                           82.86%       118.33%      111.76%      112.64%       63.91%
====================================================================================================================================
     Average Commission Rate Paid                                    $ .0683
==================================================================================

</TABLE>
    

                       See Notes to Financial Statements.

                                      F-3
<PAGE>
   

THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION  PORTFOLIO
SCHEDULE OF INVESTMENTS-DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 Shares        COMMON STOCKS--94.3%                    Value
 ------                                                -----

               AEROSPACE--2.1%
  224,300      Atlas Air, lnc.*+ .................. $ 10,710,325
  200,000      BE Aerospace Inc.* .................    5,425,000
  190,300      Greenwich Air Services Inc Cl. B.* .    4,234,175
  468,700      Wyman Gordon Co.*+ .................   10,428,575
                                                     -----------
                                                      30,798,075
                                                     -----------
               AGRICULTURE--.4%
  174,800      Delta and Pine Land Co. ............    5,593,600
                                                     -----------

               ALUMINUM--.2%
  290,600      Kaiser Aluminum Corp.*+ ............    3,378,225
                                                     -----------

               APPAREL--4.3%
  242,800      Designer Holdings Ltd.*+ ...........    3,915,150
  150,000      Gymboree Corp.*+ ...................    3,431,250
  424,000      Jones Apparel Group Inc.* ..........   15,847,000
  176,500      Liz Claiborne Inc. .................    6,817,312
  308,500      Mens Wearhouse Inc. ................    7,558,250
  246,600      Nautica Enterprises Inc.* ..........    6,226,650
  218,000      ST. John Knits Inc. ................    9,483,000
  215,100      Tommy Hilfiger Corporation* ........   10,324,800
                                                     -----------
                                                      63,603,412
                                                     -----------
               AUTOMOTIVE EQUIPMENT & SERVICES--.4%
  198,400      Cross-Continent Auto
                 Retailers, Inc.* .................    4,141,600
  201,100      Navistar International Corp.*+ .....    1,835,037
                                                     -----------
                                                       5,976,637
                                                     -----------
               BIO-TECHNOLOGY--2.5%
  247,400      BioChem Pharma Inc.*+ ..............   12,431,850
  290,000      CellPro Incorporated* ..............    3,625,000
  152,300      DEKALB Genetics Corp. Cl. B+ .......    7,767,300
  100,000      Ergo Science Corp.* ................    1,312,500
  193,000      INCYTE Pharmaceuticals, lnc.*+ .....    9,939,500
   63,000      Serologicals Inc.* .................    2,228,625
                                                     -----------
                                                      37,304,775
                                                     -----------
               BUILDING & CONSTRUCTION--.3%
  416,500      Morrison Knudsen Corp.* ............    3,748,500
   65,000      Toll Brothers Inc.*+ ...............    1,267,500
                                                     -----------
                                                       5,016,000
                                                     -----------
               BUSINESS SERVICES--1.0%
  108,000      G & K Services Inc. Cl. A. .........    4,077,000
  247,100      Saville Systems PLC ADR* ...........   10,038,438
                                                     -----------
                                                      14,115,438
                                                     -----------
               COMMUNICATIONS--1.3%
  321,000      LCI International Inc.* ............    6,901,500
  340,000      Pegasus Communications
                 Corp. CI A.* .....................    4,675,000
  255,000      Teleport Communications Group
                 Inc. CI A.* ......................    7,777,500
   20,000      Tollgrade Communications Inc. ......      620,000
                                                     -----------
                                                      19,974,000
                                                     -----------
               COMMUNICATIONS EQUIPMENT--8.6%
  463,100      Ascend Communications, lnc.*+ ......   28,770,088
  179,900      Cascade Communications Corp.* ......    9,916,988
  612,100      DSP Communications, Inc.* ..........   11,859,437
   84,500      Davox Corp.*+ ......................    3,485,625
  468,925      Glenayre Technologies Inc.* ........   10,111,430
  100,000      InterVoice Inc.*+ ..................    1,225,000
  741,700      PictureTel Corp.* ..................   19,284,200
  125,500      Powerwave Technologies, lnc.+ ......    1,835,438
  690,000      Tellabs, Inc.* .....................   25,961,250
  335,000      Videoserver Inc.* ..................   14,237,500
                                                     -----------
                                                     126,686,956
                                                     -----------


               COMPUTER RELATED &
                 BUSINESS EQUIPMENT--1.2%
  513,100      Auspex Systems Inc.* ...............  $ 5,964,788
   51,300      Cymer, Inc. ........................    2,468,813
  163,200      Network Appliance Inc.*+ ...........    8,302,800
   50,000      Xircom Inc.*+ ......................    1,087,500
                                                     -----------
                                                      17,823,901
                                                     -----------
               COMPUTER SERVICES--5.0%
  246,000      Acxiom Corp.* ......................    5,904,000
   72,500      CKS Group Inc.*+ ...................    2,020,938
  250,000      Cambridge Technology Partners Inc.*     8,390,750
  461,200      Employee Solutions Inc.*+ ..........    9,454,600
  269,800      FactSet Research Systems Inc.*+ ....    5,665,800
  200,000      First USA Paymentech Inc.*+ ........    6,775,000
   40,000      Information Management
                 Resources, lnc. ..................      845,000
   15,000      International Network Services*+ ...      452,820
  171,400      Keane Inc.* ........................    5,441,950
  118,300      Logicon Inc.+ ......................    4,317,950
   92,800      National Data Corp.+ ...............    4,036,800
   37,800      Paychex, Inc. ......................    1,944,356
  221,000      Quick Response Service Inc.* .......    6,298,500
  182,200      Sungard Data Systems* ..............    7,196,900
   17,000      TeleFax Inc.+ ......................      886,125
   68,600      Whittman-Hart, Inc.* ...............    1,757,875
   90,000      XLConnect Solutions, Inc.*+ ........    2,587,500
                                                     -----------
                                                      73,976,864
                                                     -----------

               COMPUTER SOFTWARE--9.9%
  206,000      CBT Group PLC ADS* .................   11,175,500
  319,400      Compuware Corp.* ...................   16,009,925
  340,000      Electronics For Imaging Inc.* ......   27,965,000
  182,600      HBO & Company ......................   10,841,875
  655,900      Informix Corporation* ..............   13,363,963
   50,000      Infinity Financial Technology
                 Inc.*+ ...........................      862,500
  164,400      INSO Corp.*+ .......................    6,534,900
  216,000      Integrated Systems Inc.* ...........    5,616,000
  440,800      Learning Company Inc. (The)*+ ......    6,336,500
  311,100      Macromedia Inc.*+ ..................    5,599,800
  395,900      Medic Computer Systems, lnc.*+ .....   15,959,917
   50,000      Parametric Technology
                 Corporation* . ...................    2,568,750
   60,000      Premis Corp. .......................      337,500
  779,300      Structural Dynamics Research
                 Corp.*+ ..........................   15,586,000
  322,600      Systemsoft Corp.*+ .................    4,798,675
   43,000      Wandel Goltermann Technologies
                 Inc.* ............................    1,257,750
                                                     -----------
                                                     144,814,555
                                                     -----------
               COMPUTER TECHNOLOGY--2.3%
  220,000      Checkpoint Systems Inc.*+ ..........    5,445,000
  260,800      Citrix Systems, Inc.* ..............   10,187,630
  228,200      CompuCom Systems Inc.* .............    2,453,150
  228,000      Digital Microwave Corp.* ...........    6,355,500
   20,000      Jabil Circuit Inc.*+ ...............      800,000
  248,900      Sterling Commerce, lnc.*+ ..........    8,773,725
                                                     -----------
                                                      34,015,005
                                                     -----------
               CONSUMER PRODUCTS--1.3%
  122,900      Blyth Industries Inc.*+ ............    5,607,313
  168,000      Fred Meyer, Inc.* ..................    5,964,000
  130,000      Herman Miller Inc. .................    7,361,250
                                                     -----------
                                                      18,932,563
                                                     -----------
    
 
                                      F-4

<PAGE>
   

THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION  PORTFOLIO
SCHEDULE OF INVESTMENTS-DECEMBER 31, 1996 (CONT'D)
- --------------------------------------------------------------------------------
  Shares       COMMON STOCKS--(CONTINUED)                Value
  ------                                                 -----
               DEFENSE--.6%
  194,100      Rohr Inc.*+ ........................  $ 4,391,513
  175,000      Tracor, Inc.* ......................    3,718,750
                                                     -----------
                                                       8,110,263
                                                     -----------

               ENERGY & ENERGY SERVICES--.3%
   81,500      United Meridian Corp. Series A* ....    4,217,625
                                                     -----------

               FINANCIAL SERVICES--5.7%
   28,500      Associated Banc-Corp. ..............    1,211,250
   42,700      CCB Financial Corp.+ ..............     2,914,275
    9,000      Centura Banks Inc. .................      401,625
   37,100      Colonial BancGroup Inc.+ ...........    1,484,000
   84,900      Commerce Bancshares Inc. ...........    3,926,625
  105,000      Compass Bancshares Inc. ............    4,173,750
  405,000      Concord EFS Inc.*+ .................   11,441,250
  332,100      Green Tree Financial Corp. .........   12,827,363
  175,000      Leasing Solutions Inc.*+ ...........    4,506,250
   38,100      Mercantile Bankshares Corp. .......     1,219,200
  805,700      Money Store Inc. (The)+ ...........    22,257,462
   75,000      National Commerce Bancorp. ........     2,868,750
  388,000      PMT Services, Inc.*+ ..............     6,790,000
   95,700      Provident Bankshares Corp.+ .......     3,732,300
   90,000      Wilmington Trust Corp. ............     3,555,000
                                                     -----------
                                                      83,309,100
                                                     -----------
               FOODS & BEVERAGES--.8%
  113,900      Interstate Bakeries Corp. .........     5,595,338
  130,600      JP Foodservice Inc.*+ .............     3,640,475
  164,100      United Natural Foods, lnc. ........     2,789,700
                                                     -----------
                                                      12,025,513
                                                     -----------
               FREIGHT
   15,000      Landstar Systems Inc.*+ ...........       348,750
                                                     -----------

               HEALTH CARE--2.2%
  272,000      Access Health, Inc.* ..............    12,172,000
  140,250      Clintrials Research Inc.*+ ........     3,190,688
  107,500      Omnicare, Inc......................     3,453,438
  166,700      Orthodontic Centers of
                 America Inc.*+ ..................     2,667,200
  560,600      Physicians Sales & Service, Inc.+..     8,058,625
  100,000      United Dental Care, Inc.* .........     3,037,500
                                                     -----------
                                                      32,579,451
                                                     -----------
               HEALTH MAINTENANCE ORGANIZATION--.1%
   73,300      AMISYS Managed Care
                 Systems Inc.*+ ..................     1,246,100
                                                     -----------

               INDUSTRIAL EQUIPMENT--1.2%
  215,000      DT Industries Inc.* ...............     7,525,000
  314,100      Waters Corporation* ...............     9,540,787
                                                     -----------
                                                      17,065,787
                                                     -----------
               INSURANCE--1.2%
   82,500      Equitable of lowa Companies .......     3,784,688
   85,000      Executive Risk Inc. ...............     3,145,000
  156,900      HCC Insurance Holdings Inc. .......     3,765,600
   90,500      Protective Life Corp. .............     3,608,688
   95,000      Vesta Insurance Group Inc.+ .......     2,980,625
                                                     -----------
                                                      17,284,601
                                                     -----------


               LEISURE ENTERTAINMENT--1.5%
  161,300      Anchor Gaming*+ ...................   $ 6,492,325
   40,000      Cinar Films, lnc. Cl. B.* .........     1,040,000
  801,800      International Game Technology .....    14,632,850
                                                     -----------
                                                      22,165,175
                                                     -----------
               MACHINERY--.2%
  200,000      JLG Industries Inc. ...............     3,200,000
                                                     -----------

               MANUFACTURING--1.1%
  402,500      American Power Conversion Corp.* ..    10,968,125
  116,200      Cincinnati Milacron Inc. ..........     2,541,875
   78,000      Palm Harbor Homes Inc.* ...........     2,184,000
                                                     -----------
                                                      15,694,000
                                                     -----------





















               MEDICAL DEVICES--5.9%
  111,300      Biopsys Medical Inc.* .............     2,420,775
   91,200      Conceptus, Inc.*+ .................       934,800
  402,500      CONMED Corporation* ...............     8,251,250
  446,600      ESC Medical Systems Ltd. ..........    11,388,300
   63,500      Fisher Scientific Inc. ............     2,992,438
  187,900      Heartport Inc.*+ ..................     4,298,213
  500,200      Hologic, Inc.* ....................    12,379,950
   64,000      IDEXX Laboratories Inc.*+ .........     2,304,000
  140,500      Intercardia, Inc.* ................     3,020,750
  302,500      Mentor Corp.+ .....................     8,923,750
  296,500      Neuromedical Systems Inc.*+ .......     3,928,625
  200,000      Physio-Control Corp.*+ ............     4,500,000
  218,200      STERIS Corp.* .....................     9,491,700
  286,600      Target Therapeutics, Inc.* ........    12,037,200
                                                     -----------
                                                      86,871,751
                                                     -----------
               MEDICAL SERVICES--4.2%
  222,000      CompDent Corp.* ...................     7,825,500
  161,500      Health Management Associates,
                 lnc. Cl. A.* ....................     3,633,750
  528,000      Lincare Holdings Inc.* ............    21,648,000
   70,000      National Surgery Centers, Inc.* ...     2,660,000
  541,550      PhyCor, Inc.*+ ....................    15,366,480
  166,300      Quintiles Transnational Corp.* ....    11,017,375
                                                     -----------
                                                      62,151,105
                                                     -----------

               MEDICAL TECHNOLOGY--.1%
   50,000      Curative Health Services Inc. .....     1,384,400
                                                     -----------

               METALS--.6%
  247,000      Titanium Metals Corporation*+ .....     8,120,125
                                                     -----------

               OIL & GAS--1.3%
   70,000      B.J. Services Corp.*+ .............     3,570,000
  212,500      Benton Oil & Gas Co.* .............     4,807,812
   76,000      Energy Ventures Inc.* .............     3,866,500
  270,000      Varco International Inc.+ .........     6,243,750
                                                     -----------
                                                      18,488,062
                                                     -----------
               PAPER PACKAGING & FOREST PRODUCTS--.7%
  245,100      Sealed Air Corp.*+ ................    10,202,287
                                                     -----------

               PHARMACEUTICALS--.4%
  115,000      Dura Pharmaceuticals, Inc.*+ ......     5,491,250
                                                     -----------
    

                                      F-5

<PAGE>
   

THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION  PORTFOLIO
SCHEDULE OF INVESTMENTS-DECEMBER 31, 1996 (CONT'D)
- --------------------------------------------------------------------------------
  SHARES       COMMON STOCKS--(CONTINUED)                VALUE
  ------                                                 -----

               POLLUTION CONTROL--4.0%
  142,000      Culligan Water Technologies Inc.+ .   $ 5,751,000
  187,700      Tetra Tech Inc.* ..................     3,707,075
  525,800      USA Waste Services, Inc.* .........    16,759,875
  250,000      U.S. Filter Corp.*+ ...............     7,937,500
  701,800      United Waste Systems, Inc.*+ ......    24,124,375
                                                     -----------
                                                      58,279,825
                                                     -----------
               REAL ESTATE--.3%
  100,000      Security Capital Atlantic
                 Incorporated* ...................     2,450,000
   31,500      Vornado Realty Trust ..............     1,653,750
                                                     -----------
                                                       4,103,750
                                                     -----------

               RESTAURANTS & LODGING--3.4%
  123,000      Apple South, lnc.+ ................     1,660,500
  188,100      Boston Chicken Inc.*+ .............     6,748,088
  297,800      Landry's Seafood Restaurants,
                  Inc.*+ .........................     6,365,475
  771,800      Lone Star Steakhouse & Saloon,
               lnc.* .............................    20,645,650
  211,600      Outback Steakhouse, Inc.*+ ........     5,660,300
  355,000      Prime Hospitality Corp.*+ .........     5,724,375
   50,500      Starwood Lodging Trust+ ...........     2,783,812
                                                     -----------
                                                      49,588,200
                                                     -----------

               RETAILING--8.1%
  115,200      Abercrombie & Fitch Co., Cl. A* ...     1,900,800
   15,000      Borders Group Inc.* ...............       538,125
  100,000      CML Group Inc. ....................       337,500
   38,500      Dominick's Supermarkets, lnc. .....       837,375
   72,500      Footstar Inc.*+ ...................     1,803,437
  312,700      Gucci Group N.V. ..................    19,973,712
   90,000      Loehmann's, Inc.* .................     2,070,000
  169,400      Mail Boxes Etc.*+ .................     3,811,500
  335,000      Marks Brothers Jewelers Inc.* .....     3,894,375
  226,200      Neiman Marcus Group, Inc. (The)* ..     5,768,100
   95,000      Nine West Group Inc.*+ ............     4,405,625
  506,475      OfficeMax, Inc.* ..................     5,381,296
  268,000      PetsMart Inc.*+ ...................     5,862,500
  192,200      Quiksilver Inc.* ..................     4,108,275
   50,600      Saks Holdings, Inc.*+ .............     1,366,200
  200,000      Sothebys Holdings Inc., Cl.A ......     3,725,000
  736,400      Sports Authority Inc. (The)*+ .....    16,016,700
  368,400      Stage Stores, Inc.* ...............     6,723,300
  260,000      TJX Companies, Inc.+ ..............    12,317,500
  378,200      Tiffany & Co. .....................    13,851,575
  146,300      West Marine Inc.*+ ................     4,132,975
                                                     -----------
                                                     118,825,870
                                                     -----------
               SEMICONDUCTORS--5.2%
  544,400      Adaptec Inc.* .....................    21,776,000
  272,000      Altera Corporation* ...............    19,771,135
  264,000      Cirrus Logic, Inc.* ...............     4,092,000
  175,600      Maxim Integrated Products, lnc.* ..     7,594,700
   82,300      Microchip Technology Incorporated*      4,187,012
  671,100      S3 Incorporated*+ .................    10,905,375
  231,400      Xilinx, Inc.* .....................     8,518,528
                                                     -----------
                                                      76,844,750
                                                     -----------
               TRANSPORTATION--1.1%
  472,900      Coach USA Inc.* ...................  $ 13,714,100
  237,400      Fritz Companies Inc.* .............     3,026,850
                                                    ------------
                                                      16,740,950
                                                    ------------
               MISCELLANEOUS--3.3%
   41,200      Central Parking Corp.* ............     1,380,200
  471,600      Loewen Group Inc. .................    18,451,350
  158,500      Metromail Corporation* ............     2,892,625
  149,300      Ogden Corp.+ ......................     2,799,375
  109,500      Outdoor Systems, Inc.* ............     3,079,687
   78,000      Rural/Metro Corporation * .........     2,808,000
  174,000      Sturm Ruger & Co. Inc.+ ...........     3,371,250
  183,200      Uniphase Corp.*+ ..................     9,618,000
  187,000      Universal Outdoor Holdings Inc.* ..     4,394,500
                                                    ------------
                                                      48,794,987
                                                    ------------
               TOTAL COMMON STOCKS
                 (COST $1,184,107,094) ........... 1,385,143,683
                                                    ------------



 PRINCIPAL     SHORT-TERM INVESTMENTS--5.6%
  AMOUNT       SHORT-TERM CORPORATE NOTES--4.5%
  --------
$17,000,000    Countrywide Funding Corp.,
                 5.95%, 1/14/97 ..................    16,963,474
 30,000,000    Ford Motor Credit Corp.,
                 5.88%, 1/02/97 ..................    29,995,100
 20,000,000    Merrill Lynch & Co., Inc.,
                 5.55%, 1/02/97 ..................    19,996,916
                                                    ------------
               TOTAL SHORT-TERM CORPORATE NOTES
                 (COST $66,955,490) ..............    66,955,490
                                                    ------------


               SECURITIES HELD UNDER
                 REPURCHASE AGREEMENTS--1.1%

               Securities  Held  Under  Repurchase
                 Agreements,   6.50%,   1/2/97,
                 with Bear, Stearns & Co. Inc.,
                 dtd 12/31/96, repurchase price
                 $16,689,921; collateralized by
                 U.S.  Treasury  Bonds and U.S.
                 Treasury   Strips  (par  value
                 $57,115,000 
                 due 11/15/13-2/15/22) ...........    16,683,896
                                                  --------------

               TOTAL SHORT-TERM INVESTMENTS
                 (COST $83,639,386)                   83,639,386
                                                  --------------

TOTAL INVESTMENTS
  (COST $1,267,746,480)(A) .............  99.9%    1,468,783,069

Other Assets in Excess of Liabilities ..    .1           735,400
                                         -----    --------------
NET ASSETS ............................. 100.0%   $1,469,518,469
                                         =====    ==============

- --------------------------------------------------------------------------------
  * Non-income producing security.
  + Securities partially or fully on loan.

(a) At December 31, 1996, the net unrealized appreciation on investments, based
    on cost for  federal  income tax  purposes  of  $1,276,746,480  amounted to
    $201,036,589 which consisted of aggregate gross unrealized  appreciation of
    $262,104,139 and aggregate gross unrealized depreciation of $61,067,550.

                       See Notes to Financial Statement.
    


                                      F-6

<PAGE>

   

THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION  PORTFOLIO
FINANCIAL HIGHLIGHTS

For a share outstanding throughout the year

<TABLE>
<CAPTION>


                                                                                      Year Ended December 31,
                                                                --------------------------------------------------------------------
                                                                    1996          1995        1994         1993           1992
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>              <C>         <C>          <C>          <C>     
   Net asset value, beginning of year                              $ 39.41        $ 27.31     $ 30.88      $ 27.26      $ 26.79
- ------------------------------------------------------------------------------------------------------------------------------------
   Net investment income (loss)                                      (0.04)(i)      (0.09)      (0.03)(i)    (0.05)       (0.06)
   Net realized and unrealized gain
     (loss) on investments                                            1.70          12.19       (1.45)        3.67         0.91
- ------------------------------------------------------------------------------------------------------------------------------------
       Total from investment operations                               1.66          12.10       (1.48)        3.62         0.85
   Distributions from net realized gains                             (0.16)            --       (2.09)          --        (0.38)
- ------------------------------------------------------------------------------------------------------------------------------------
   Net asset value, end of year                                    $ 40.91        $ 39.41     $ 27.31      $ 30.88      $ 27.26
====================================================================================================================================
   Total Return                                                       4.18%         44.31%      (4.38%)      13.28%        3.55%
====================================================================================================================================
   Ratios and Supplemental Data:
     Net assets, end of year (000's omitted)                    $1,469,518       $984,212    $397,037     $238,850     $135,718
====================================================================================================================================
     Ratio of expenses to average net assets                          0.88%          0.92%       0.96%        1.03%        0.98%
====================================================================================================================================
     Ratio of net investment income (loss) to
       average net assets                                            (0.09%)        (0.48%)     (0.10%)      (0.35%)      (0.37%)
====================================================================================================================================
     Portfolio Turnover Rate                                        110.04%         80.66%     117.61%      148.07%      108.06%
====================================================================================================================================
     Average Commission Rate Paid                                  $ .0591
=================================================================================
(i) Amount was computed based on average shares outstanding during the year.


</TABLE>

                       See Notes to Financial Statements
    

                                      F-7

<PAGE>

   

THE ALGER AMERICAN FUND
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1996
- --------------------------------------------------------------------------------
   SHARES      COMMON STOCKS--95.8%                       VALUE
   ------                                                 -----

               AEROSPACE--7.7%
     7,000     Boeing Company (The) ..............     $ 744,625
    18,000     Sundstrand Corp. ..................       765,000
     1,500     United Technologies Corp. .........        99,000
                                                       ---------
                                                       1,608,625
               ---------------------
               BIO-TECHNOLOGY--2.2%
     9,000     DEKALB Genetics Corp. Cl. B+ ......       459,000
                                                       ---------

               CHEMICALS--2.8%
    15,000     Monsanto Co. ......................       583,125
                                                       ---------

               COMMUNICATIONS--.5%
     1,500     Lucent Technologies Inc. ..........        69,375
     1,700     WorldCom Inc.* ....................        44,307
                                                       ---------
                                                         113,682
                                                       ---------
               COMMUNICATIONS EQUIPMENT--1.8%
    10,000     Tellabs, Inc.*.....................       376,250
                                                       ---------
               COMPUTER RELATED &
                 BUSINESS EQUIPMENT--2.2%
     4,000     Hewlett-Packard Company ...........       201,000
     2,000     3 Com Corp.* ......................       146,750
     2,000     Xerox Corp. .......................       105,250
                                                       ---------
                                                         453,000
                                                       ---------
               COMPUTER SERVICES--2.0%
     8,000     Paychex, Inc. .....................       411,503
                                                       ---------
               COMPUTER SOFTWARE--.3%
     1,500     Computer Associates International
                 Inc.* ...........................        74,625
                                                       ---------
               CONGLOMERATE--1.0%
     4,000     Tyco International Ltd. ...........       211,500
                                                       ---------

               CONSUMER PRODUCTS--3.2%
     2,000     Colgate Palmolive Co. .............       184,500
     5,000     General Electric Co. ..............       494,375
                                                       ---------
                                                         678,875
                                                       ---------
               DEFENSE--.9%
     2,050     Lockheed Martin Corp. .............       187,575
                                                       ---------
               ENERGY & ENERGY SERVICES--2.1%
     4,400     Schlumberger Ltd...................       439,450
                                                       ---------

               FINANCIAL SERVICES--21.0%
     3,800     American Express Co. ..............       214,700
    12,000     Bank Of New York Co. Inc. .........       405,000
     6,000     BankAmerica Corp. .................       598,500
     7,500     Chase Manhattan Corp. .............       669,375
     5,600     Citicorp ..........................       576,800
     6,000     Equifax Inc. ......................       183,750
    11,674     First Data Corporation+ ...........       426,101
     6,000     Mellon Bank Corp. .................       426,000
     5,000     Money Store Inc. (The)+ ...........       138,125
    10,000     Schwab (Charles) Corporation
                 (The)+                                  320,000
    10,000     SunAmerica Inc. ...................       443,750
                                                       ---------
                                                       4,402,101
                                                       ---------

               HEALTH CARE--1.8%
     9,500     Columbia/HCA Healthcare Corporation     $ 387,125
                                                       ---------

               HEALTH MAINTENANCE ORGANIZATIONS--2.5%
    11,500     United Healthcare Corporation .....       517,500
                                                       ---------

               INSURANCE--2.2%
     4,300     American International Group Inc...       465,475
                                                       ---------

               LEISURE & ENTERTAINMENT--1.3%
    14,500     International Game Technology .....       264,625
                                                       ---------

               MACHINERY--1.1%
     4,200     Case Corp..........................       228,900
                                                       ---------

               MANUFACTURING--3.7%
     8,850     Precision Castparts Corp. .........       439,181
     8,000     Thermo Electron Corp. .............       330,000
                                                       ---------
                                                         769,181
                                                       ---------
               MEDICAL DEVICES--2.2%
     6,700     Medtronic, Inc. ...................       455,600
                                                       ---------











               OIL & GAS--5.3%
     2,000     Chevron Corp. .....................       130,000
     3,000     Exxon Corp.........................       294,000
     5,300     Halliburton Co. ...................       319,325
     8,000     Tidewater Inc. ....................       362,000
                                                       ---------
                                                       1,105,325
                                                       ---------
               PHARMACEUTICALS--12.3%
     3,000     Bristol Myers Squibb Co. ..........       326,250
     7,400     Eli Lilly & Company ...............       540,200
     6,600     Merck & Co., lnc. .................       523,050
     5,000     Pfizer Inc. .......................       414,375
     3,500     SmithKline Beecham PLC ADS ........       238,000
     7,000     Warner-Lambert Co. ................       525,000
                                                       ---------
                                                       2,566,875
                                                       ---------
               RETAILING--7.9%
    17,800     Dollar General Corp. ..............       569,600
     2,300     Gucci Group N.V. ..................       146,913
     8,000     Home Depot, Inc.+ .................       401,000
     8,000     Rite Aid Corp. ....................       318,000
     4,500     TJX Companies, Inc. ...............       213,188
                                                       ---------
                                                       1,648,701
                                                       ---------
               SEMICONDUCTORS--4.9%
     2,000     Altera Corporation* ...............       145,376
     5,100     Intel Corp. .......................       667,784
     4,900     Linear Technology Corporation .....       214,987
                                                       ---------
                                                       1,028,147
                                                       ---------
    

                                      F-8

<PAGE>

   

THE ALGER AMERICAN FUND
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1996 (CONT'D)
- --------------------------------------------------------------------------------

   SHARES      COMMON STOCKS (CONTINUED)                 VALUE
   ------                                                -----

               MISCELLANEOUS--2.9%
     4,500     Loewen Group Inc. .................     $ 176,063
    15,000     Service Corp. International .......       420,000
                                                       ---------
                                                         596,063
                                                       ---------
               TOTAL COMMON STOCKS
                 (COST $17,051,950) ..............    20,032,828
                                                       ---------


               PREFERRED STOCK--.6%
               COMMUNICATIONS
     2,100     Nokia Corporation, ADR
                 (Cost $99,063) ..................       121,013
                                                       ---------

               SHORT-TERM INVESTMENTS--6.3%
               SECURITIES HELD
                 UNDER REPURCHASE
                 AGREEMENTS
               Securities  Held  Under  Repurchase   
                 Agreements,   6.50%-6.625%,
                 1/2/97, with Bear, Stearns & 
                 Co. Inc., dtd 12/31/96, repurchase
                 price  $1,312,758;  collateralized 
                 by U.S. Treasury Strips (par
                 value $4,190,000 due 11/15/13)
                 (Cost $1,312,280) ...............     1,312,280
                                                      ----------

TOTAL INVESTMENTS
  (COST $18,463,293)(A) ................ 102.7%       21,466,121

Liabilities In Excess of Other Assets ..  (2.7)         (555,881)
                                         -----       -----------

NET ASSETS ............................. 100.0%      $20,910,240
                                         =====       ===========

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

  * Non-income producing security.
  + Securities partially or fully on loan.
(a) At December 31, 1996, the net unrealized appreciation on investments,  based
    on cost  for  federal  income  tax  purposes  of  $18,463,293,  amounted  to
    $3,002,828  which  consisted of aggregate gross  unrealized  appreciation of
    $3,089,806 and aggregate gross unrealized depreciation of $86,978.

                       See Notes to Financial Statements.
    

                                      F-9

<PAGE>

   

THE ALGER AMERICAN FUND
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS

For a share outstanding throughout the year

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

<TABLE>
<CAPTION>


                                                                                      Year Ended December 31,
                                                                     ---------------------------------------------------------------
                                                                       1996          1995         1994         1993         1992
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>         <C>           <C>          <C>    
   Net asset value, beginning of year                                $ 17.79       $ 13.30      $ 15.31      $ 13.93      $ 13.08
- ------------------------------------------------------------------------------------------------------------------------------------
   Net investment income                                                0.09(i)       0.11(i)      0.17         0.07         0.08
   Net realized and unrealized gain
     (loss) on investments                                              1.87          4.54        (1.47)        1.37         1.02
- ------------------------------------------------------------------------------------------------------------------------------------
       Total from investment operations                                 1.96          4.65        (1.30)        1.44         1.10
- ------------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                                (0.33)        (0.16)       (0.15)       (0.06)       (0.12)
   Distributions from net realized gains                              (11.00)           --        (0.56)          --        (0.13)
- ------------------------------------------------------------------------------------------------------------------------------------
       Total Distributions                                            (11.33)        (0.16)       (0.71)       (0.06)       (0.25)
- ------------------------------------------------------------------------------------------------------------------------------------
   Net asset value, end of year                                       $ 8.42       $ 17.79      $ 13.30      $ 15.31      $ 13.93
====================================================================================================================================
   Total Return                                                        19.68%        35.13%       (8.28%)      10.34%        8.64%
====================================================================================================================================
   Ratios and Supplemental Data:
     Net assets, end of year (000's omitted)                        $ 20,910       $ 8,639      $29,135      $31,895      $ 8,671
====================================================================================================================================
     Ratio of expenses to average net assets                            0.81%         0.75%        0.75%        0.97%        1.25%
====================================================================================================================================
     Decrease reflected in above expense ratios
       due to expense reimbursements                                      --            --           --           --         0.01%
====================================================================================================================================
     Ratio of net investment income to average
       net assets                                                       0.94%         0.61%        1.22%        1.51%        1.62%
====================================================================================================================================
     Portfolio Turnover Rate                                          121.60%       164.05%      177.97%      105.80%      100.62%
====================================================================================================================================
     Average Commission Rate Paid                                    $ .0728
==================================================================================
(i)      Amount was computed based on average shares outstanding during the year.

</TABLE>
    

                       See Notes to Financial Statements.

                                      F-10


<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1996
- --------------------------------------------------------------------------------


    SHARES     COMMON STOCKS--56.9%                       VALUE
    ------                                                -----
               AEROSPACE--3.1%
    1,200      Boeing Company (The) ..............     $ 127,650
    2,200      Gulfstream Aerospace Corp.* .......        53,350
    2,500      Sundstrand Corp. ..................       106,250
      500      United Technologies Corp. .........        33,000
                                                       ---------

                                                         320,250
                                                       ---------

               APPAREL--.5%
    1,000      Tommy Hilfiger Corporation* .......        48,000
                                                       ---------

               BIO-TECHNOLOGY--.3%
      600      Amgen Inc.* .......................        32,625
                                                       ---------

               BUSINESS SERVICES--.3%
      500      Cintas Corp. ......................        29,375
                                                       ---------

               CHEMICALS--1.5%
    3,925      Monsanto Co. ......................       152,584
                                                       ---------

               COMMUNICATIONS--1.5%
      800      LCI International, Inc.* ..........        17,200
      500      Lucent Technologies Inc. ..........        23,125
      600      Telecomunicacoes Brasileiras
                 S.A. ADR ........................        45,900
    2,600      WorldCom Inc.* ....................        67,763
                                                       ---------

                                                         153,988
                                                       ---------

               COMMUNICATIONS EQUIPMENT--3.9%
    1,000      Ascend Communications, lnc.* ......        62,125
      500      Cascade Communications Corp.* .....        27,563
    3,100      Cisco Systems, Inc.* ..............       197,237
    1,000      Glenayre Technologies Inc.* .......        21,562
      900      PictureTel Corp.* .................        23,400
    2,000      Tellabs, Inc.* ....................        75,250
                                                       ---------

                                                         407,137
                                                       ---------

               COMPUTER RELATED &
                 BUSINESS EQUIPMENT--2.6%
    1,600      Hewlett-Packard Company ...........        80,400
    2,800      Sun Microsystems Inc.* ............        71,926
    1,700      3 Com Corp.* ......................       124,738
                                                       ---------

                                                         277,064
                                                       ---------

               COMPUTER SERVICES--.4%
      700      Diebold Inc. ......................        44,013
                                                       ---------

               COMPUTER SOFTWARE--3.2%
      600      Computer Associates International
                 Inc.* ...........................        29,850
    1,500      Compuware Corp.* ..................        75,188
    4,200      Informix Corporation* .............        85,575
    1,500      Microsoft Corporation* ............       123,938
      500      Parametric Technology
                 Corporation* ....................        25,688
                                                       ---------

                                                         340,239
                                                       ---------


               CONGLOMERATE--.4%
      700      Tyco International Ltd. ...........      $ 37,013
                                                       ---------

               CONSUMER PRODUCTS--3.8%
    2,850      CUC International Inc.* ...........        67,688
      600      Colgate Palmolive Co. .............        55,350
    1,500      General Electric Co. ..............       148,313
    2,100      Nike, Inc. Cl. B ..................       125,475
                                                       ---------

                                                         396,826
                                                       ---------

               DEFENSE--.6%
      741      Lockheed Martin Corp. .............        67,802
                                                       ---------

               ENERGY & ENERGY SERVICES--1.0%
    1,100      Schlumberger Ltd. .................       109,862
                                                       ---------











               FINANCIAL SERVICES--7.5%
    1,600      Chase Manhattan Corp. .............       142,800
    1,800      Citicorp ..........................       185,400
    4,926      First Data Corporation+ ...........       179,799
    2,560      GreenTree Financial Corp. .........        98,880
      800      MBNA Corp. ........................        33,200
    3,000      Money Store Inc. (The) ............        82,875
    2,000      Schwab (Charles) Corporation (The)+        64,000
                                                       ---------

                                                         786,954
                                                       ---------

               FOOD CHAINS--.3%
      700      Safeway Inc.*+ ....................        29,925
                                                       ---------

               HEALTH CARE--.9%
    2,500      Columbia/HCA Healthcare Corporation       101,875
                                                       ---------

               INSURANCE--2.4%
    1,700      American International Group, Inc.        184,025
      800      MGIC Investment Corp.+ ............        60,800
                                                       ---------

                                                         244,825
                                                       ---------

               LEISURE & ENTERTAINMENT--.7%
    3,700      International Game Technology .....        67,525
                                                       ---------

               MACHINERY--.5%
    1,000      Case Corp. ........................        54,500
                                                       ---------

               MEDICAL DEVICES--1.3%
      500      Boston Scientific Corp.* ..........        30,000
    1,500      Medtronic, Inc. ...................       102,000
                                                       ---------

                                                         132,000
                                                       ---------

               OIL & GAS--1.0%
      900      Halliburton Co. ...................        54,225
    1,100      Tidewater Inc. ....................        49,775
                                                       ---------

                                                         104,000
                                                       ---------
    

                                      F-11

<PAGE>


   
THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1996 (CONT'D)
- --------------------------------------------------------------------------------

   SHARES       COMMON STOCKS (CONTINUED)                VALUE
  --------                                               -----
               PHARMACEUTICALS--6.0%
      600      Bristol Myers Squibb Co. ..........      $ 65,250
    2,200      Eli Lilly & Company ...............       160,600
    2,500      Merck & Co., Inc. .................       198,125
      800      Pfizer Inc. .......................        66,300
    1,900      Warner-Lambert Co. ................       142,500
                                                       ---------

                                                         632,775
                                                       ---------

               POLLUTION CONTROL--.9%
    3,000      USA Waste Services, Inc.* .........        95,625
                                                       ---------

               RESTAURANTS & LODGING--1.5%
    1,700      Boston Chicken Inc.*+ .............        60,987
    3,000      Lone Star Steakhouse &
                 Saloon, lnc.* ...................        80,250
      700      Outback Steakhouse, Inc.* .........        18,725
                                                       ---------

                                                         159,962
                                                       ---------

               RETAILING--3.3%
      900      Borders Group Inc.* ...............        32,288
    1,000      Dollar General Corp. ..............        32,000
      500      Gucci Group N.V. ..................        31,938
    2,500      Home Depot, lnc.+ .................       125,312
    1,000      Nine West Group Inc.* .............        46,375
    7,500      OfficeMax, Inc.* ..................        79,687
                                                       ---------

                                                         347,600
                                                       ---------

               SEMICONDUCTORS--5.5%
    4,000      Adaptec, Inc.* ....................       160,000
    1,800      Altera Corporation* ...............       130,838
    1,600      Intel Corp. .......................       209,501
    2,100      Xilinx, Inc.* .....................        77,306
                                                       ---------

                                                         577,645
                                                       ---------

               MISCELLANEOUS--2.0%
    1,900      Loewen Group Inc. .................        74,338
    5,000      Service Corp. International .......       140,000
                                                       ---------

                                                         214,338
                                                       ---------

               TOTAL COMMON STOCKS
                 (COST $5,148,472) ...............     5,966,327
                                                       ---------

               PREFERRED STOCK--.4%
               COMMUNICATIONS
      700      Nokia Corporation, ADR
                 (Cost $33,021) ..................        40,338


  PRINCIPAL
   AMOUNT      CORPORATE BONDS--9.0%                      VALUE
  --------                                               -----

               AUTOMOTIVE--4.2%
$ 200,000      Ford Motor Credit Corp.,
                 9.50%, 6/1/10 ...................     $ 237,531
  200,000      General Motors Acceptance Corp.,
                 7.125%, 6/1/99 ..................       203,236
                                                       ---------

                                                         440,767
                                                       ---------

               CHEMICALS & PHARMACEUTICALS--2.0%
  200,000      WMX Technologies Corp.,
                 8.25%, 11/15/99 .................       209,274
                                                       ---------

               ELECTRIC UTILITIES--.9%
  100,000      Cincinnati Gas & Electric Co.,
                 7.20%, 10/01/23 .................        95,500
                                                       ---------

               FINANCIAL SERVICES--.9%
  100,000      Bank America Corp.,
                 7.125%, 05/12/05 ................       100,754
                                                       ---------

               INSURANCE--1.0%
  100,000      Travelers Inc.,
                 7.75%, 06/15/99 .................       102,602
                                                       ---------

               TOTAL CORPORATE BONDS
                 (COST $984,355) .................       948,897
                                                       ---------

               U.S. GOVERNMENT AND AGENCY
                 OBLIGATIONS--13.7%
  200,000      U.S. Treasury Notes,
                 5.625%, 11/30/98 ................       199,094
  200,000      U.S. Treasury Notes,
                 7.50%, 10/31/99 .................       207,438
  200,000      U.S. Treasury Notes,
                 5.875%,11/30/01 .................       197,094
  200,000      U.S. Treasury Bonds,
                 7.625%, 11/15/22 ................       220,782
  200,000      Federal Home Loan Mortgage Corp.,
                 8.20%, 1/16/98 ..................       200,698
  200,000      Federal National Mortgage
                 Association, 7.60%, 4/14/04 .....       199,468
  200,000      Federal National Mortgage
                  Association, 8.50%, 2/01/05 ....       210,434
                                                       ---------

               TOTAL U.S. GOVERNMENT & AGENCY 
                 OBLIGATIONS (COST $1,389,688) ...     1,435,008
                                                       ---------
    

                                      F-12

<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1996 (CONT'D)
- --------------------------------------------------------------------------------


               
  PRINCIPAL   
   AMOUNT       SHORT-TERM INVESTMENTS--20.4%            VALUE
  --------                                               -----
               SHORT-TERM CORPORATE NOTES--12.4%
 $500,000      Countrywide Funding Corp.,
                 5.95%, 1/14/97 ..................     $ 498,926
  300,000      Dynamic Funding Corp., Series A,
                 6.08%, 1/03/97 ..................       299,899
  500,000      Ford Motor Credit Corp.,
                 5.88%, 1/02/97 ..................       499,917
                                                       ---------

               TOTAL SHORT-TERM CORPORATE NOTES
                 (COST $1,298,742) ...............     1,298,742
                                                       ---------



               SHORT-TERM U.S. GOVERNMENT
                 OBLIGATIONS--4.7%
  250,000      U.S. Treasury Bills, 4.86%, 3/20/97       247,862
  250,000      U.S. Treasury Bills, 5.04%, 6/19/97       244,528
                                                       ---------

               TOTAL SHORT-TERM U.S. GOVERNMENT
                 OBLIGATIONS (COST $491,452) .....       492,390
                                                       ---------



               SECURITIES HELD UNDER
                 REPURCHASE AGREEMENTS--3.3%
               Securities Held Under Repurchase
                 Agreements, 6.50%-6.625%, 1/2/97,
                 with Bear, Stearns & Co. Inc., dtd
                 12/31/96, repurchase price $342,157;
                 collateralized  by U.S. Treasury
                 Strips (par value $1,290,000
                 due 2/15/16) ....................       342,033
                                                       ---------

               TOTAL SHORT-TERM INVESTMENTS
                 (COST $2,132,227) ...............     2,133,165
                                                       ---------

TOTAL INVESTMENTS
  (COST $9,687,763)(A) ................. 100.4%       10,523,735

Liabilities in Excess of Other Assets ..   (.4)          (38,051)
                                         -----       -----------
NET ASSETS ............................. 100.0%      $10,485,684
                                         =====       ===========

  * Non-income producing security.
  + Securities partially or fully on loan.
(a) At December 31, 1996, the net unrealized appreciation on investments,  based
    on cost for federal  income tax purposes of $9,687,763  amounted to $835,972
    which consisted of aggregate gross unrealized appreciation of $1,036,598 and
    aggregate gross unrealized depreciation of $200,626.

                       See Notes to Financial Statements.
    

                                      F-13
<PAGE>





   
THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO (I)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------


                                                                               YEAR ENDED DECEMBER 31,
                                                       -----------------------------------------------------------------
                                                         1996           1995          1994        1993         1992
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>           <C>            <C>          <C>          <C>

   Net asset value, beginning of year                   $ 13.64       $  10.80       $  11.58     $ 10.77      $ 10.02
- ------------------------------------------------------------------------------------------------------------------------
   Net investment income                                   0.21(ii)       0.33(ii)       0.20        0.15         0.22
   Net realized and unrealized gain
     (loss) on investments                                 1.01           2.73          (0.70)       0.69         0.72
- ------------------------------------------------------------------------------------------------------------------------
       Total from investment operations                    1.22           3.06          (0.50)       0.84         0.94
- ------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                   (0.73)         (0.22)         (0.13)      (0.03)       (0.19)
   Distributions from net realized gains                  (4.89)            --          (0.15)         --           --
- ------------------------------------------------------------------------------------------------------------------------
       Total Distributions                                (5.62)         (0.22)         (0.28)      (0.03)       (0.19)
- ------------------------------------------------------------------------------------------------------------------------
   Net asset value, end of year                         $  9.24       $  13.64       $  10.80     $ 11.58      $ 10.77
========================================================================================================================
   Total Return                                           10.17%         28.62%         (4.27%)      7.79%        9.48%
========================================================================================================================
   Ratios and Supplemental Data:
     Net assets, end of year (000's omitted)            $10,486       $  3,671       $ 10,394     $ 7,848      $ 4,009
========================================================================================================================
     Ratio of expenses to average net
       assets                                              1.14%          1.00%          1.08%       1.25%        1.25%
========================================================================================================================
     Decrease reflected in above expense
       ratios due to expense
       reimbursements                                        --             --             --        0.19%        0.42%
========================================================================================================================
     Ratio of net investment income to
       average net assets                                  2.06%          2.49%          2.30%       2.05%        1.99%
========================================================================================================================
     Portfolio Turnover Rate                              68.66%        113.02%         78.80%      85.46%       15.27%
========================================================================================================================
     Average Commission Rate Paid                       $ .0712
=====================================================================
(i)  Prior to October 1, 1992, the American Balanced Portfolio was the American
     Fixed Income Portfolio.
(ii) Amount was computed based on average shares outstanding during the year.
</TABLE>
    

                       See Notes to Financial Statements.

                                      F-14
<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1996


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

   SHARES                                                VALUE
   ------                                                -----


               AEROSPACE--3.3%
   50,000      Greenwich Air Services Inc. CI. A ....$ 1,125,000
  179,000      Gulfstream Aerospace Corp.* ..........  4,340,750
  182,000      Sundstrand Corp. .....................  7,735,000
                                                     -----------
                                                      13,200,750
                                                     -----------
               APPAREL--1.6%
   48,500      Liz Claiborne Inc. ...................  1,873,312
   24,900      Nautica Enterprises Inc.* ............    628,725
   83,100      Tommy Hilfiger Corporation* ..........  3,988,800
                                                     -----------
                                                       6,490,837
                                                     -----------
               BIO-TECHNOLOGY--1.0%
   78,400      BioChem Pharma Inc.*+ ................  3,939,600
                                                     -----------
               BROADCASTING--.6%
   65,000      Univision Communications
                Inc. CI. A. .........................  2,405,000
                                                     -----------
               BUSINESS SERVICES--1.6%
   84,500      Cintas Corp. .........................  4,964,375
   31,000      G & K Services Inc. Cl. A. ...........  1,170,250
                                                     -----------
                                                       6,134,625
                                                     -----------
               COMMUNICATIONS--3.7%
  103,100      LCI International Inc.* ..............  2,216,650
  210,800      Qualcomm Inc.* .......................  8,405,650
  156,100      WorldCom Inc.* .......................  4,068,434
                                                     -----------
                                                      14,690,734
                                                     -----------
               COMMUNICATIONS EQUIPMENT--5.8%
   66,600      Ascend Communications, lnc.* .........  4,137,525
   60,000      Cascade Communications Corp.* ........  3,307,500
   56,100      Cisco Systems, Inc.* .................  3,569,363
  111,075      Glenayre Technologies Inc.* ..........  2,395,110
   43,200      Pairgain Technologies Inc.* ..........  1,314,922
  149,000      PictureTel Corp.* ....................  3,874,000
  109,000      Tellabs, Inc.* .......................  4,101,125
                                                      ----------
                                                      22,699,545
                                                      ----------
               COMPUTER RELATED &
                 BUSINESS EQUIPMENT--3.0%
   66,000      Cable Design Technologies Corp.* .....  2,054,250
  110,000      Ingram Micro Inc. Cl. A* .............  2,530,000
  101,000      3 Com Corp.* .........................  7,410,875
                                                      ----------
                                                      11,995,125
                                                      ----------
               COMPUTER SERVICES--.5%
   54,600      Cambridge Technology Partners Inc.* ..  1,832,540
                                                      ----------
               COMPUTER SOFTWARE--7.7%
   99,900      Compuware Corp.* .....................  5,007,488
   46,500      Electronics For lmaging Inc.* ........  3,824,625
   28,900      HBO & Company ........................  1,715,938
  269,200      Informix Corporation* ................  5,484,950
   96,400      Learning Company Inc. (The)*+ ........  1,385,750
   87,500      Medic Computer Systems, lnc.* ........  3,527,388
  103,000      Parametric Technology Corporation* ...  5,291,625
  203,000      Structural Dynamics Research Corp.* ..  4,060,000
                                                      ----------
                                                      30,297,764
                                                      ----------
               COMPUTER TECHNOLOGY--1.3%
   67,000      Citrix Systems, Inc.* ................  2,617,221
   72,500      Sterling Commerce, lnc.* .............  2,555,625
                                                      ----------
                                                       5,172,846
                                                      ----------
               CONGLOMERATE--.5%
   40,500      Tyco International Ltd. ..............  2,141,438
                                                      ----------
               CONSUMER PRODUCTS--1.7%
  218,250      CUC International Inc.* ..............  5,183,437
   29,000      Herman Miller Inc. ...................  1,642,125
                                                      ----------
                                                       6,825,562
                                                      ----------
               ENERGY SERVICES--.7%
   59,000      Smith International Inc. .............  2,647,625
                                                      ----------

               FINANCIAL SERVICES--8.5%
  125,300      Equifax Inc. .......................... 3,837,313
  111,012      First Data Corporation+ ............... 4,051,938
  126,400      Green Tree Financial Corp. ............ 4,882,200
   84,800      Leasing Solutions Inc.* ............... 2,183,600
   45,500      MBNA Corp. ............................ 1,888,250
  303,500      Money Store Inc. (The)+ ............... 8,384,188
  137,700      Schwab (Charles) Corporation (The)+ ... 4,406,400
   91,400      SunAmerica Inc. ....................... 4,055,875
                                                      ----------
                                                      33,689,764
                                                      ----------

               FOOD CHAINS--1.1%
  103,000      Safeway Inc.*+ .......................  4,403,250
                                                      ----------
               HEALTH CARE--.5%
   41,500      Access Health, Inc.* .................  1,857,125
                                                      ----------


               INSURANCE--1.5%
   54,000      MGIC Investment Corp.+ ...............  4,104,000
   43,000      Travelers/Aetna Property Casualty Corp.
                 Cl. A ..............................  1,521,125
                                                      ----------
                                                       5,625,125
                                                      ----------
    

                                      F-15

<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1996 (CONT'D)


- --------------------------------------------------------------------------------
   SHARES      COMMON STOCKS (CONTINUED)                 VALUE
   ------                                                -----
               LEISURE & ENTERTAINMENT--3.2%
  457,300      International Game Technology ....... $ 8,345,725
  203,000      Mirage Resorts, Incorporated* .......   4,389,875
                                                     -----------
                                                      12,735,600
                                                     -----------
               MACHINERY--.6%
   43,000      Case Corp. ..........................   2,343,500
                                                     -----------
               MANUFACTURING--1.0%
  142,500      American Power Conversion Corp.* ....   3,883,125
                                                     -----------
                MEDICAL DEVICES--3.2%
   64,000      Boston Scientific Corp.* ............   3,840,000
   25,000      Hologic, Inc.* ......................     618,750
   45,000      IDEXX Laboratories Inc.* ............   1,620,000
   31,800      Mentor Corp. ........................     938,100
   54,000      STERIS Corp.* .......................   2,349,000
   80,600      Target Therapeutics, Inc.* ..........   3,385,200
                                                     -----------
                                                      12,751,050
                                                     -----------
               MEDICAL SERVICES--1.1%
  155,000      PhyCor, Inc.* .......................   4,398,125
                                                     -----------
               METALS--1.0%
  120,000      Titanium Metals Corporation*+ .......   3,945,000
                                                     -----------
               OIL & GAS--3.9%
   79,000      B.J. Services Corp.*+ ...............   4,029,000
  145,100      Global Marine Inc.* .................   2,992,687
   90,900      Halliburton Co. .....................   5,476,725
   65,100      Tidewater Inc. ......................   2,945,775
                                                     -----------
                                                      15,444,187
                                                     -----------
               PAPER & PACKAGING
                 & FOREST PRODUCTS--1.3%
  120,000      Sealed Air Corp.*+ ..................   4,995,000
                                                     -----------
               POLLUTION CONTROL--4.7%
  274,600      USA Waste Services, Inc.*+ ..........   8,752,875
  116,000      U.S. Filter Corp.*+ .................   3,683,000
  182,600      United Waste Systems, Inc.* .........   6,276,875
                                                     -----------
                                                       18,712,750
               RESTAURANTS &
                 LODGING--4.6%
  189,400      Boston Chicken Inc.*+ ...............   6,794,725
   95,300      Landry's Seafood Restaurants, lnc.* .   2,037,037
  243,300      Lone Star Steakhouse & Saloon, lnc.*+   6,508,275
  110,800      Outback Steakhouse, Inc.* ...........   2,963,900
                                                     -----------
                                                      18,303,937
                                                     -----------
               RETAILING--10.5%
  218,700      Dollar General Corp. ................   6,998,400
  113,900      Gucci Group N.V. ....................   7,275,362
   17,000      Neiman Marcus Group, Inc. (The)* ....     433,500
  116,100      Nine West Group Inc.* ...............   5,384,137
  495,300      OfficeMax, Inc.* ....................   5,262,563
  119,800      PetsMart Inc.*+ .....................   2,620,625
   76,600      Rite Aid Corp. ......................   3,044,850
  212,200      Sports Authority Inc. (The)*+ .......   4,615,350
   84,800      TJX Companies, Inc. .................   4,017,400
   47,000      Tiffany & Co. .......................   1,721,375
                                                     -----------
                                                      41,373,562
                                                     -----------
               SEMICONDUCTORS--9.1%
  268,700      Adaptec, Inc.* ......................  10,748,000
  147,400      Altera Corporation* .................  10,714,210
   47,800      Linear Technology Corporation .......   2,097,225
   43,600      Maxim Integrated Products, lnc.* ....   1,885,700
   39,400      Microchip Technology Incorporated* ..   2,004,475
  150,000      S3 Incorporated* ....................   2,437,500
  159,200      Xilinx, Inc.* .......................   5,860,630
                                                     -----------
                                                      35,747,740
                                                     -----------
               TRANSPORTATION--.6%
   76,000      Coach USA Inc.* .....................   2,204,000
                                                     -----------
               MISCELLANEOUS--4.3%
  220,800      Loewen Group Inc. ...................   8,638,800
  298,000      Service Corp International ..........   8,344,000
                                                     -----------
                                                      16,982,800
                                                     -----------
               Total Common Stocks
                 (Cost $322,117,641) ............... 369,869,631
                                                     -----------
    

                                      F-16
<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1996 (CONT'D)


- --------------------------------------------------------------------------------
   SHARES                                                VALUE
  --------                                               -----
               PREFERRED STOCK--1.5%
               COMMUNICATIONS
  105,800      Nokia Corporation, ADR
                 (Cost $5,108,232) ................. $ 6,096,725
                                                     -----------
  PRINCIPAL
   AMOUNT      SHORT-TERM INVESTMENTS--4.6%
  --------
               SHORT-TERM CORPORATE NOTES--3.3%
$5,000,000     Countrywide Funding Corp.,
                 5.95%, 1/14/ 97 ...................   4,989,257
 8,000,000     Dynamic Funding Corp., Series A,
                 6.08%, 1/03/ 97 ...................   7,997,298
                                                     -----------
               TOTAL SHORT-TERM CORPORATE NOTES
                 (COST $12,986,555) ................  12,986,555
                                                     -----------

               SECURITIES HELD UNDER
                 REPURCHASE AGREEMENTS--1.3%
               Securities Held Under Repurchase
                 Agreements, 6.50%,
                 1/2/97, with Bear, Stearns & Co. Inc.,
                 dtd 12/31/96, repurchase price
                 $5,302,050; collateralized by
                   U.S. Treasury Strips (par value
                 $19,865,000 due 2/15/16) ..........   5,300,136
                                                     -----------

               TOTAL SHORT-TERM INVESTMENTS
                 (COST $18,286,691) ................  18,286,691
                                                     -----------

TOTAL INVESTMENTS
  (COST $345,512,564)(a) ...............  99.8%      394,253,047

Other Assets in Excess of Liabilities ..    .2           593,687
                                         -----      ------------
NET ASSETS ............................. 100.0%     $394,846,734
                                         =====      ============
- --------------------------------------------------------------------------------
  * Non-income producing security.
  + Securities partially or fully on loan.
(a) At December 31, 1996, the net unrealized appreciation on investments,  based
    on cost for  federal  income  tax  purposes  of  $345,512,564,  amounted  to
    $48,740,483  which consisted of aggregate gross  unrealized  appreciation of
    $59,552,909 and aggregate gross unrealized depreciation of $10,812,426.

                       See Notes to Financial Statements.
    

                                      F-17
<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS


FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                                 
                                                                                                                 FROM MAY 3, 1993
                                                                       YEAR ENDED DECEMBER 31,                   (COMMENCEMENT OF
                                                         -----------------------------------------------           OPERATIONS) TO 
                                                           1996               1995                1994         DECEMBER 31, 1993(i)
                                                                                                               --------------------
<S>                                                       <C>              <C>                  <C>                   <C>

- -----------------------------------------------------------------------------------------------------------------------------------
   Net asset value, beginning of period                  $ 19.44           $ 13.46              $ 13.72               $ 10.00
- -----------------------------------------------------------------------------------------------------------------------------------
   Net investment income (loss)                             0.03             (0.03)                0.00(ii)             (0.02)
   Net realized and unrealized gain (loss) on investments   2.29              6.01                (0.21)                 3.88
- -----------------------------------------------------------------------------------------------------------------------------------
       Total from investment operations                     2.32              5.98                (0.21)                 3.86
   Distributions from net realized gains                   (0.41)               --                (0.05)                (0.14)
- -----------------------------------------------------------------------------------------------------------------------------------
   Net asset value, end of period                        $ 21.35           $ 19.44              $ 13.46               $ 13.72
===================================================================================================================================
   Total Return                                            11.90%            44.45%               (1.54%)               38.67%
===================================================================================================================================
   Ratios and Supplemental Data:
     Net assets, end of period (000's omitted)          $394,847          $185,349              $62,178               $21,301
===================================================================================================================================
     Ratio of expenses to average net assets                0.84%             0.90%                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                                           0.08%            (0.25%)               0.03%                (0.58%)
===================================================================================================================================
     Portfolio Turnover Rate                               90.97%           104.74%               83.96%                67.22%
===================================================================================================================================
     Average Commission Rate Paid                        $ .0663
=======================================================================

</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-18

<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1996


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

 Shares        COMMON STOCKS--96.8%                       Value
 ------                                                   -----
               AEROSPACE--5.3%
   8,800       Boeing Company (The) .................  $ 936,100
   6,500       Gulfstream Aerospace Corp.* ..........    157,625
  10,000       Sundstrand Corp. .....................    425,000
   5,100       United Technologies Corp. ............    336,600
                                                      ----------
                                                       1,855,325
                                                      ----------
               APPAREL--.4%
   1,600       Nautica Enterprises Inc.* ............     40,400
   2,000       Tommy Hilfiger Corporation* ..........     96,000
                                                      ----------
                                                         136,400
                                                      ----------

               BIO-TECHNOLOGY--1.7%
   2,500       Amgen Inc.* ..........................    135,938
   6,100       BioChem Pharma Inc.*+ ................    306,525
  12,000       CellPro Incorporated* ................    150,000
                                                      ----------
                                                         592,463
                                                      ----------
                BUSINESS SERVICES--1.2%
   9,900       Saville Systems PLC ADR* .............    402,188
                                                      ----------
               CHEMICALS--2.1%
  18,500       Monsanto Co. .........................    719,188
                                                      ----------
               COMMUNICATIONS--2.6%
  14,500       LCI International Inc.* ..............    311,750
   2,700       Lucent Technologies Inc. .............    124,875
   3,700       Qualcomm Inc.* .......................    147,538
  13,700       WorldCom Inc.* .......................    357,063
                                                      ----------
                                                         941,226
                                                      ----------
               COMMUNICATIONS EQUIPMENT--12.5%
  16,100       Ascend Communications, lnc.* .........  1,000,212
   7,000       Cascade Communications Corp.* ........    385,875
  16,000       Cisco Systems, Inc.* .................  1,018,000
   7,775       Glenayre Technologies Inc* ...........    167,652
  14,000       Pairgain Technologies Inc.* ..........    426,132
   9,600       PictureTel Corp.* ....................    249,600
  28,600       Tellabs, Inc.* .......................  1,076,075
                                                      ----------
                                                       4,323,546
                                                      ----------
               COMPUTER RELATED &
                 BUSINESS EQUIPMENT--4.9%
   4,200       Hewlett-Packard Company ..............    211,050
  14,800       Sun Microsystems Inc.* ...............    380,182
  15,200       3 Com Corp.* .........................  1,115,300
                                                      ----------
                                                       1,706,532
                                                      ----------
               COMPUTER SERVICES--2.3%
  10,000       FactSet Research Systems Inc.* .......    210,000
  11,800       Paychex, Inc. ........................    606,968
                                                      ----------
                                                         816,968
                                                      ----------
               COMPUTER SOFTWARE--11.7%
   2,600       Computer Associates 
                 International Inc.* ................    129,350
  10,000       Compuware Corp.* .....................    501,250
   8,700       Electronics For Imaging Inc.* ........    715,575
   9,900       HBO & Company ........................    587,813
  23,900       Informix Corporation* ................    486,963
   9,900       Learning Company Inc. (The)* .........    142,313
   6,000       Medic Computer Systems, lnc.* ........    241,878
   8,200       Microsoft Corporation* ...............    677,525
   5,000       Parametric Technology Corporation* ...    256,875
  18,100       Structural Dynamics Research Corp.* ..    362,000
                                                      ----------
                                                       4,101,542
                                                      ----------
               COMPUTER TECHNOLOGY--1.9%
   8,000       Citrix Systems, Inc.* ................    312,504
  10,300       Sterling Commerce, lnc.* .............    363,075
                                                      ----------
                                                         675,579
                                                      ----------
               CONSUMER PRODUCTS--2.0%
   3,200       Colgate Palmolive Co. ................    295,200
   7,000       Nike, Inc. Cl. B .....................    418,250
                                                      ----------
                                                         713,450
                                                      ----------
               DEFENSE--.9%
   3,500       Lockheed Martin Corp. ................    320,250
                                                      ----------
               ENERGY & ENERGY SERVICES--1.4%
   4,800       Schlumberger Ltd. ....................    479,400
                                                      ----------














               FINANCIAL SERVICES--8.3%
   7,600       Chase Manhattan Corp. ................    678,300
   7,000       Citicorp .............................    721,000
  18,000       First Data Corporation+ ..............    657,000
   3,000       Green Tree Financial Corp. ...........    115,875
  14,600       Money Store Inc. (The)+ ..............    403,325
  10,000       Schwab (Charles) Corporation (The)+ ..    320,000
                                                      ----------
                                                       2,895,500
                                                      ----------
               FOOD CHAINS--.4%
   3,500       Safeway Inc.*+ .......................    149,625
                                                      ----------
               INSURANCE--2.2%
   7,000       American International Group Inc. ....    757,750
                                                      ----------
               LEISURE & ENTERTAINMENT--1.9%
  24,000       International Game Technology ........    438,000
  10,800       Mirage Resorts, Incorporated* ........    233,550
                                                      ----------
                                                         671,550
                                                      ----------
               MEDICAL DEVICES--3.5%
   8,700       ESC Medical Systems Ltd. .............    221,850
  13,200       Hologic, Inc.* .......................    326,700
   1,000       Intercardia, Inc.* ...................     21,500
   8,000       Medtronic, Inc. ......................    544,000
   2,700       Target Therapeutics, Inc.* ...........    113,400
                                                      ----------
                                                       1,227,450
                                                      ----------
    

                                      F-19

<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1996 (CONT'D)


- --------------------------------------------------------------------------------
 SHARES        COMMON STOCKS (CONTINUED)                 VALUE
 ------                                                  -----
               MEDICAL SERVICES--2.4%
   5,600       Lincare Holdings Inc.* ................ $ 229,600
  11,000       PhyCor, Inc.*+ ........................   312,125
   4,300       Quintiles Transnational Corp.* ........   284,875
                                                      ----------
                                                         826,600
                                                      ----------
               METALS--.5%
   5,000       Titanium Metals Corporation* ..........   164,375
                                                      ----------
               OIL & GAS--.9%
   1,800       Halliburton Co. .......................   108,450
   4,800       Tidewater Inc. ........................   217,200
                                                      ----------
                                                         325,650
                                                      ----------
               PHARMACEUTICALS--6.2%
   1,500       Bristol Myers Squibb Co. ..............   163,125
   9,000       Eli Lilly & Company ...................   657,000
   6,200       Merck & Co., Inc. .....................   491,350
   3,600       Pfizer Inc. ...........................   298,350
   7,500       Warner-Lambert & Co. ..................   562,500
                                                      ----------
                                                       2,172,325
                                                      ----------
               POLLUTION CONTROL--1.2%
  10,000       USA Waste Services, Inc.* .............   318,750
   3,200       United Waste Systems, Inc.* ...........   110,000
                                                      ----------
                                                         428,750
                                                      ----------
               RESTAURANTS & LODGING--.6%
   7,900       Lone Star Steakhouse & Saloon Inc.* ...   211,325
                                                      ----------
               RETAILING--7.2%
  10,500       Dollar General Corp. ..................   336,000
  10,400       Gucci Group N.V. ......................   664,300
   7,500       Home Depot, lnc.+ .....................   375,937
   9,700       Nine West Group Inc.* .................   449,837
  17,000       Sports Authority Inc. (The)* ..........   369,750
   6,500       TJX Companies, Inc. ...................   307,938
                                                      ----------
                                                       2,503,762
                                                      ----------
               SEMICONDUCTORS--7.8%
  19,200       Adaptec, Inc.* ........................   768,000
  12,900       Altera Corporation* ...................   937,675
   1,600       Intel Corp. ...........................   209,501
   4,300       Linear Technology Corporation .........   188,662
   6,600       Maxim Integrated Products, lnc.* ......   285,450
   9,000       Xilinx, Inc.* .........................   331,317
                                                      ----------
                                                       2,720,605
                                                      ----------
               MISCELLANEOUS--2.8%
  14,500       Loewen Group Inc. .....................   567,312
  14,000       Service Corp. International ...........   392,000
                                                      ----------
                                                         959,312
                                                      ----------
               TOTAL COMMON STOCKS
                 (COST $31,404,661) ..................33,798,636
                                                      ----------
               PREFERRED STOCK--.6%
               COMMUNICATIONS
   3,700       Nokia Corporation, ADR
                 (COST $174,550) .....................   213,213
                                                      ----------

               SHORT TERM INVESTMENTS--4.0%

               SECURITIES HELD
                 UNDER REPURCHASE
                 AGREEMENTS
               Securities Held Under Repurchase
                 Agreements, 6.50%-6.625%, 1/2/97,
                 with Bear, Stearns & Co. Inc., dtd
                 12/31/96, repurchase price
                 $1,398,650; collateralized by
                 U.S. Treasury Strips (par
                 value $1,530,000 due 2/15/98)
                 (COST $1,398,139) ................... 1,398,139
                                                     -----------

TOTAL INVESTMENTS
  (COST $32,977,350)(A) ................ 101.4%       35,409,988

Liabilities in Excess Of Other Assets ..  (1.4)         (484,718)
                                         -----       -----------
NET ASSETS ............................. 100.0%      $34,925,270
                                         =====       ===========


- --------------------------------------------------------------------------------
  * Non-income producing security.
  + Securities partially or fully on loan.
(a) At December 31, 1996, the net unrealized appreciation on investments,  based
    on cost  for  federal  income  tax  purposes  of  $32,977,350,  amounted  to
    $2,432,638  which  consisted of aggregate gross  unrealized  appreciation of
    $3,746,272 and aggregate gross unrealized depreciation of $1,313,634.

                       See Notes to Financial Statements.
    

                                      F-20

<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                              FROM JANUARY 25, 1995
                                                                                               YEAR ENDED       (COMMENCEMENT OF
                                                                                               DECEMBER 31,      OPERATIONS) TO
                                                                                                  1996         DECEMBER 31, 1995(I)
<S>                                                                                              <C>                 <C>
- -----------------------------------------------------------------------------------------------------------------------------------
   Net asset value, beginning of period                                                          $ 17.43             $  10.00
- -----------------------------------------------------------------------------------------------------------------------------------
   Net investment (loss)                                                                           (0.03)(ii)           (0.03)
   Net realized and unrealized gain (loss) on investments                                           2.14                 7.46
- -----------------------------------------------------------------------------------------------------------------------------------
       Total from investment operations                                                             2.11                 7.43
   Distribution from net realized gains                                                            (0.18)                  --
- -----------------------------------------------------------------------------------------------------------------------------------
   Net asset value, end of period                                                                $ 19.36             $  17.43
===================================================================================================================================
   Total Return                                                                                    12.04%               74.30%
===================================================================================================================================
   Ratios and Supplemental Data:
     Net assets, end of period (000's omitted)                                                   $34,925             $  5,497
===================================================================================================================================
     Ratio of expenses excluding interest to average net assets                                     1.06%                1.50%
===================================================================================================================================
     Ratio of expenses including interest to average net assets                                     1.09%                1.56%
===================================================================================================================================
     Decrease reflected in above expense ratios
       due to expense reimbursements                                                                  --                 2.36%
===================================================================================================================================
     Ratio of net investment (loss) to average net assets                                          (0.15%)              (0.71%)
===================================================================================================================================
     Portfolio Turnover Rate                                                                      102.10%              178.23%
===================================================================================================================================
   Amount of debt outstanding at end of period                                                        --                    --
===================================================================================================================================
   Average amount of debt outstanding during the period                                          $76,079             $  8,122
===================================================================================================================================
   Average daily number of shares outstanding during the period                                1,107,187               75,460
===================================================================================================================================
   Average amount of debt per share during the period                                            $   .07             $   0.11
===================================================================================================================================
   Average Commission Rate Paid                                                                  $ .0682
================================================================================================================
   (i)Ratios have been annualized; total return has not been annualized.
  (ii)Amount was computed based on average shares outstanding during the period.
</TABLE>

                       See Notes to Financial Statements.

                                      F-21
<PAGE>

   
THE ALGER AMERICAN FUND
STATEMENTS OF ASSETS AND LIABILITIES


DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                           AMERICAN        AMERICAN
                                                             SMALL          INCOME                        AMERICAN       AMERICAN
                                           AMERICAN       CAPITALIZA-         AND           AMERICAN       MIDCAP        LEVERAGED
                                            GROWTH           TION           GROWTH          BALANCED       GROWTH         ALLCAP
                                           PORTFOLIO       PORTFOLIO       PORTFOLIO        PORTFOLIO     PORTFOLIO      PORTFOLIO
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>               <C>            <C>           <C>            <C>

ASSETS:
  Investments in securities, at value
    (identified cost*)--see accompany-
    ing schedules of investments        $1,024,844,901   $1,468,783,069    $21,466,121    $10,523,735   $394,253,047   $35,409,988
  Receivable for investment securities
    sold                                    11,532,925       10,730,639             --         63,837      4,422,652       118,367
  Receivable for shares of beneficial
    interest sold                            6,171,974          686,631         52,160         20,698        741,882       346,855
  Interest and dividends receivable            568,180          274,594         14,938         40,014         53,395         9,199
  Other assets                                  16,876           28,519             --            303          8,168           458
- ----------------------------------------------------------------------------------------------------------------------------------
      Total Assets                       1,043,134,856    1,480,503,452     21,533,219     10,648,587    399,479,144    35,884,867
- ----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES:
  Payable for securities loaned             32,470,434               --        600,436         66,334             --       914,436
  Payable for investment securities
    purchased                               18,661,927        2,595,909             --         74,638      3,761,381            --
  Payable for shares of beneficial
    interest redeemed                          253,478        7,201,135          1,934          6,295        556,311         1,097
  Accrued investment management fees           648,454        1,080,267         11,151          6,794        278,783        25,571
  Accrued expenses                              72,195          107,672          9,458          8,842         35,935        18,493
- ----------------------------------------------------------------------------------------------------------------------------------
      Total Liabilities                     52,106,488       10,984,983        622,979        162,903      4,632,410       959,597
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS                               $ 991,028,368   $1,469,518,469    $20,910,240    $10,485,684   $394,846,734   $34,925,270
==================================================================================================================================
Net Assets Consist of:
  Paid-in capital                         $853,061,438   $1,226,865,358    $16,599,760     $9,293,064   $340,402,368   $33,283,516
  Undistributed net investment
    income (accumulated loss)                3,745,616       (5,560,628)       150,862        147,959        (62,882)      (40,367)
  Undistributed net realized gain
    (accumulated loss)                       5,264,954       47,177,150      1,156,790        208,689      5,766,765      (750,517)
  Net unrealized appreciation              128,956,360      201,036,589      3,002,828        835,972     48,740,483     2,432,638
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS                                $991,028,368   $1,469,518,469    $20,910,240    $10,485,684   $394,846,734   $34,925,270
==================================================================================================================================
Shares of beneficial interest
  outstanding--Note 6                       28,868,474       35,924,690      2,482,483      1,134,492     18,494,256     1,803,878
==================================================================================================================================
  NET ASSET VALUE PER SHARE               $      34.33   $        40.91    $      8.42    $      9.24   $      21.35   $     19.36
==================================================================================================================================
   *Identified cost                       $895,888,541   $1,267,746,480    $18,463,293    $9,687,763    $345,512,564   $32,977,350
==================================================================================================================================

</TABLE>

                       See Notes to Financial Statements.
    

                                      F-22

<PAGE>

   
THE ALGER AMERICAN FUND
STATEMENTS OF OPERATIONS


FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                              AMERICAN        AMERICAN
                                                                SMALL          INCOME                         AMERICAN    AMERICAN
                                               AMERICAN      CAPITALIZA-         AND          AMERICAN         MIDCAP     LEVERAGED
                                                GROWTH          TION           GROWTH         BALANCED         GROWTH      ALLCAP
                                               PORTFOLIO      PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO   PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>           <C>            <C>           <C>           <C>           <C>         
INVESTMENT INCOME
  Income:
    Interest                                  $ 5,084,368   $ 8,662,712     $  106,242      $210,102    $2,103,965     $ 116,532
    Dividends                                   4,541,995     1,218,045        154,109        28,016       596,804        79,611
- -----------------------------------------------------------------------------------------------------------------------------------
      Total Income                              9,626,363     9,880,757        260,351       238,118     2,700,769       196,143
- -----------------------------------------------------------------------------------------------------------------------------------
  Expenses:
    Management fees-- Note 3(a)                 5,604,710    10,617,051         92,934        55,775     2,330,374       177,612
    Interest expense                                   --            --             --            --            --         6,433
    Custodian fees                                183,801       324,785         13,791        16,263        86,704        25,179
    Transfer Agent fees                             2,500         2,500          2,500         2,500         2,500         2,500
    Professional fees                              26,498        26,498          2,093         2,727        13,165         4,355
    Trustees' fees                                  4,000         4,000          4,000         4,000         4,000         4,000
    Miscellaneous                                  47,579        77,071          5,078         3,400        22,127         8,366
- -----------------------------------------------------------------------------------------------------------------------------------
      Total Expenses                            5,869,088    11,051,905        120,396        84,665     2,458,870       228,445
- -----------------------------------------------------------------------------------------------------------------------------------
Net Investment Income
  (Loss)                                        3,757,275    (1,171,148)       139,955       153,453       241,899       (32,302)
- -----------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED
  GAIN (LOSS) ON INVESTMENTS
    Net realized gain (loss) on investments    10,026,741    74,215,000      1,169,219       215,191     9,953,972      (496,035)
    Net change in unrealized appreciation
      (depreciation) on investments            75,821,385   (40,231,403)     1,638,507       327,089    17,131,537     2,028,927
- -----------------------------------------------------------------------------------------------------------------------------------
      Net realized and unrealized gain
        on investments                         85,848,126    33,983,597      2,807,726       542,280    27,085,509     1,532,892
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET
  ASSETS RESULTING FROM
  OPERATIONS                                  $89,605,401   $32,812,449     $2,947,681      $695,733   $27,327,408    $1,500,590
===================================================================================================================================

</TABLE>



                       See Notes to Financial Statements.
    


                                      F-23


<PAGE>

   
THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>


FOR THE YEAR ENDED DECEMBER 31, 1996
- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------
<S>                                                                                                      <C>         
   Increase (decrease) in cash
   Cash flows from operating activities:
     Interest received                                                                                   $    116,197
     Dividends received                                                                                        72,865
     Operating expenses paid                                                                                 (193,711)
     Disposition (purchase) of short-term securities, net                                                    (185,661)
     Purchase of portfolio securities                                                                     (47,681,604)
     Proceeds from disposition of portfolio securities                                                     19,447,087
     Other                                                                                                       (446)
- ----------------------------------------------------------------------------------------------------------------------

         Net cash provided by (used in) operating activities                                              (28,425,273)
- ----------------------------------------------------------------------------------------------------------------------

   Cash flows from financing activities:
     Dividends paid                                                                                          (145,132)
     Proceeds from shares sold and dividends reinvested                                                    39,611,775
     Payments on shares redeemed                                                                          (11,767,133)
     Increase (decrease) in cash collateral received on securities loaned                                     725,763
- ----------------------------------------------------------------------------------------------------------------------
         Net cash provided by (used in) financing activities                                               28,425,273

   Net increase in cash                                                                                            --
   Cash--beginning of year                                                                                         --
- ----------------------------------------------------------------------------------------------------------------------
   Cash--end of year                                                                                     $         --
=====================================================================================================================
   RECONCILIATION  OF NET  INCREASE IN NET ASSETS TO NET CASH  PROVIDED BY (USED IN) OPERATING ACTIVITIES:
   Net increase in net assets resulting from operations                                                  $  1,500,590
   (Increase) decrease in investments                                                                     (27,415,506)
   (Increase) decrease in receivable for investments sold                                                    (118,367)
   (Increase) decrease in interest and dividends receivable                                                    (7,081)
   Increase (decrease) in payable for investments purchased                                                  (886,306)
   Net realized (gain) loss                                                                                   496,035
   Net (increase) decrease in unrealized appreciation                                                      (2,028,927)
   Increase (decrease) in accrued expenses                                                                     26,185
   Net (increase) decrease in other assets                                                                      8,104
- ----------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used in) operating activities                                                   $(28,425,273)
=====================================================================================================================

</TABLE>

                       See Notes to Financial Statements.
    


                                      F-24

<PAGE>


   
THE ALGER AMERICAN FUND
STATEMENTS OF CHANGES IN NET ASSETS


FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                             AMERICAN
                                                              AMERICAN        INCOME                        AMERICAN       AMERICAN
                                              AMERICAN          SMALL           AND           AMERICAN       MIDCAP        LEVERAGED
                                               GROWTH      CAPITALIZATION     GROWTH          BALANCED       GROWTH         ALLCAP
                                              PORTFOLIO       PORTFOLIO      PORTFOLIO        PORTFOLIO     PORTFOLIO      PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>              <C>           <C>           <C>            <C>          
Net investment income (loss)                $   3,757,275  $    (1,171,148) $    139,955  $    153,453  $     241,899  $    (32,302)
- -----------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments        10,026,741       74,215,000     1,169,219       215,191      9,953,972      (496,035)
Net change in unrealized appreciation
  (depreciation) on investments                75,821,385      (40,231,403)    1,638,507       327,089     17,131,537     2,028,927
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting
  from operations                              89,605,401       32,812,449     2,947,681       695,733     27,327,408     1,500,590
Dividends to shareholders:
  Net investment income                          (460,331)              --      (229,100)     (324,679)            --            --
  Net realized gains                          (19,459,452)      (4,872,722)   (7,658,484)   (2,173,260)    (5,502,860)     (145,132)
Additional paid-in capital                             --        1,653,352            --            --             --            --
Net increase from
  shares of beneficial
  interest transactions-- Note 6              418,369,211      455,713,242    17,210,684     8,616,721    187,673,423    28,072,726
- -----------------------------------------------------------------------------------------------------------------------------------
    Total increase                            488,054,829      485,306,321    12,270,781     6,814,515    209,497,971    29,428,184
Net Assets
  Beginning of year                           502,973,539      984,212,148     8,639,459     3,671,169    185,348,763     5,497,086
- -----------------------------------------------------------------------------------------------------------------------------------
  End of year                               $ 991,028,368  $ 1,469,518,469  $ 20,910,240  $ 10,485,684  $ 394,846,734  $ 34,925,270
===================================================================================================================================
  Undistributed net investment income
    (accumulated loss)                      $   3,745,616  $    (5,560,628) $    150,862  $    147,959  $     (62,882) $    (40,367)
===================================================================================================================================

</TABLE>

                       See Notes to Financial Statements.
    

                                      F-25


<PAGE>

   
THE ALGER AMERICAN FUND
STATEMENTS OF CHANGES IN NET ASSETS


FOR THE YEAR ENDED DECEMBER 31, 1995

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

<TABLE>
<CAPTION>

                                                                              AMERICAN                                 
                                                              AMERICAN         INCOME                       AMERICAN      AMERICAN
                                              AMERICAN          SMALL            AND         AMERICAN        MIDCAP       LEVERAGED
                                               GROWTH      CAPITALIZATION      GROWTH        BALANCED        GROWTH        ALLCAP
                                              PORTFOLIO       PORTFOLIO       PORTFOLIO      PORTFOLIO      PORTFOLIO   PORTFOLIO(*)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>            <C>            <C>            <C>            <C>           
Net investment income (loss)               $     447,177  $  (3,177,269) $     229,201  $     320,176  $    (275,972) $      (8,065)
Net realized gain (loss) on investments       15,710,698     (5,203,810)    10,080,314      2,423,578      3,625,757       (109,350)
Net change in unrealized appreciation
  on investments                              42,409,681    195,831,810        678,273        354,713     26,654,319        403,711
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting
  from operations                             58,567,556    187,450,731     10,987,788      3,098,467     30,004,104        286,296
Dividends to shareholders:
  Net investment income                         (480,697)            --       (352,788)      (217,622)       (10,668)            --
  Net realized gains                          (1,703,042)            --             --             --             --             --
Net increase (decrease) from
  shares of beneficial interest
  transactions-- Note 6                      296,199,246    399,724,319    (31,130,440)    (9,604,163)    93,177,691      5,210,790
- -----------------------------------------------------------------------------------------------------------------------------------
    Total increase (decrease)                352,583,063    587,175,050    (20,495,440)    (6,723,318)   123,171,127      5,497,086
Net Assets
  Beginning of year                          150,390,476    397,037,098     29,134,899     10,394,487     62,177,636             --
- -----------------------------------------------------------------------------------------------------------------------------------
  End of year                              $ 502,973,539  $ 984,212,148  $   8,639,459  $   3,671,169  $ 185,348,763  $   5,497,086
===================================================================================================================================
  Undistributed net investment income
    (accumulated loss)                     $     448,672  $  (4,389,480) $     240,007  $     319,185  $    (304,781) $      (8,065)
===================================================================================================================================
(*)   Commenced operations January 25, 1995.

</TABLE>

                       See Notes to Financial Statements.
    

                                      F-26




<PAGE>

   
THE ALGER AMERICAN FUND
NOTES TO FINANCIAL STATEMENTS




DECEMBER 31, 1996
- --------------------------------------------------------------------------------


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 qualified  retirement plans and for life insurance companies
writing all types of variable  annuity  contracts  and variable  life  insurance
policies.


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 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 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.  The Portfolios earn fees on the securities loaned
which  are  included  in  interest  income  in the  accompanying  Statements  of
Operations.  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 ensures 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 December 31, 1996, the value of securities loaned and collateral
received thereon were as follows:

                                     VALUE OF
                                    SECURITIES        VALUE OF
                                      LOANED         COLLATERAL
                                     ---------        ---------
American Growth Portfolio......    $ 31,835,521     $ 32,470,434
American Small Capitalization
  Portfolio....................     191,128,175      194,952,709
American Income and Growth
  Portfolio....................         607,566          600,436
American Balanced Portfolio....          66,196           66,334
American MidCap Growth
  Portfolio....................      21,686,890       22,121,524
American Leveraged AllCap
  Portfolio....................         894,625          914,436

(e) DIVIDENDS TO SHAREHOLDERS: Dividends payable to shareholders are recorded by
the Fund on the ex-dividend date.

Dividends from net investment income 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  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, 1996, the net capital loss carryforward of the
American Leveraged AllCap Portfolio which may be used to offset future
net realized gains was approximately $678,000, and expires in 2004.
    

                                      F-27

<PAGE>

   
(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.

(h) OTHER:  These  financial  statements  have been prepared using estimates and
assumptions that affect the reported amounts therein.  Actual results may differ
from those estimates.

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:


American Growth Portfolio............................      .750%
American Small Capitalization Portfolio..............      .850
American Income and Growth Portfolio.................      .625
American Balanced Portfolio..........................      .750
American MidCap Growth Portfolio.....................      .800
American Leveraged AllCap Portfolio..................      .850

The  Agreements  further  provide  that  if in any  fiscal  year  the  aggregate
expenses,  excluding interest,  taxes, brokerage commissions,  and extraordinary
expenses,  of 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%; the American MidCap
Growth Portfolio exceed 1.50% and the American Leveraged AllCap Portfolio exceed
1.50% of the  average  daily  net  assets  of the  applicable  Portfolio,  Alger
Management will reimburse that Portfolio for the excess expenses.  

(B) BROKERAGE COMMISSIONS: During the year ended December 31, 1996, the American
Growth Portfolio,  American Small Capitalization Portfolio,  American Income and
Growth Portfolio,  American Balanced Portfolio, American MidCap Growth Portfolio
and  the  American  Leveraged  AllCap  Portfolio  paid  Fred  Alger  &  Company,
Incorporated ("Alger Inc.") $1,406,836,  $1,731,476,  $50,688,  $9,748, $561,637
and $42,363, 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, 1996, Alger Inc. and affiliates owned 36,243 shares, 21,807 shares,
2,836 shares,  2,380 shares,  1 share,  and 24,714 shares 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.

During the year ended December 31, 1996, Alger Management contributed additional
paid in capital of approximately $1,653,000 to the American Small Capitalization
Portfolio for the purpose of correcting an error.

NOTE 4--SECURITIES TRANSACTIONS:
Purchases and sales of securities,  other than  short-term  securities,  for the
year ended December 31, 1996, were as follows:

                                     Purchases          Sales
                                     ---------          -----
American Growth Portfolio......   $ 975,333,681    $ 548,414,442
American Small Capitalization
  Portfolio....................   1,657,330,520    1,213,617,574
American Income and Growth
  Portfolio....................      25,498,206       15,777,721
American Balanced Portfolio....       8,484,423        3,900,167
American MidCap Growth
  Portfolio....................     412,327,838      233,284,595
American Leveraged AllCap
  Portfolio....................      46,795,298       19,565,454


NOTE 5--SHORT-TERM BORROWINGS:
The American Leveraged AllCap Portfolio has a line of credit with a bank whereby
it may borrow up to  one-third  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.  During the year ended December 31, 1996, the American  Leveraged AllCap
Portfolio had borrowings  which averaged  $76,079 at a weighted average interest
rate of 8.32%.

NOTE 6--SHARE CAPITAL:
The Fund has an unlimited number of authorized shares of beneficial  interest of
$.001 par value.
    

                                      F-28

<PAGE>


   
During the year ended  December 31, 1996,  transactions  of shares of beneficial
interest were as follows:


                                        Shares         Amount
                                        ------         -------
American Growth
  Portfolio:
    Shares sold................      19,647,051     $642,965,537
    Dividends reinvested.......         603,264       19,919,783
                                      ---------      -----------
                                     20,250,315      662,885,320
    Shares redeemed............      (7,525,422)    (244,516,109)
                                      ---------      -----------
      Net increase.............      12,724,893     $418,369,211
                                      =========      ===========

                                        Shares         Amount
                                        ------         -------
American Small Capitalization
   Portfolio:
    Shares sold................      23,962,644     $986,432,069
    Dividends reinvested.......         107,827        4,872,722
                                      ---------      -----------
                                     24,070,471      991,304,791
    Shares redeemed............     (13,122,238)    (535,591,549)
                                      ---------      -----------

      Net increase.............      10,948,233     $455,713,242
                                      =========      ===========

                                        Shares         Amount
                                        ------         -------
American Income and Growth
   Portfolio:
    Shares sold................       1,280,083     $ 12,357,144
    Dividends reinvested.......       1,064,451        7,887,584
                                      ---------      -----------
                                      2,344,534       20,244,728
    Shares redeemed............        (347,790)      (3,034,044)
                                      ---------      -----------
      Net increase.............       1,996,744     $ 17,210,684
                                      =========      ===========

                                        Shares         Amount
                                        ------         -------
American Balanced
   Portfolio:
    Shares sold................         701,980     $  7,239,916
    Dividends reinvested.......         278,167        2,497,939
                                      ---------      -----------
                                        980,147        9,737,855
    Shares redeemed............        (114,847)     (1,121,134)
                                      ---------      -----------
      Net increase.............         865,300     $  8,616,721
                                      =========      ===========

                                        Shares         Amount
                                        ------         -------
American MidCap Growth
   Portfolio:
    Shares sold................      16,365,480     $340,608,341
    Dividends reinvested.......         252,773        5,502,860
                                      ---------      -----------
                                     16,618,253      346,111,201
    Shares redeemed............      (7,657,192)    (158,437,778)
                                      ---------      -----------
      Net increase.............       8,961,061     $187,673,423
                                      =========      ===========

                                        Shares         Amount
                                        ------         -------
American Leveraged AllCap
   Portfolio:
    Shares sold................       2,109,229     $ 39,694,878
    Dividends reinvested.......           7,221          145,132
                                      ---------      -----------
                                      2,116,450       39,840,010
    Shares redeemed............        (627,954)     (11,767,284)
                                      ---------      -----------
      Net increase.............       1,488,496     $ 28,072,726
                                      =========      ===========

                                        Shares         Amount
                                        ------         -------
American Growth
  Portfolio:
    Shares sold................      13,397,031     $401,141,672
    Dividends reinvested.......          84,119        2,183,739
                                      ---------      -----------
                                     13,481,150      403,325,411
    Shares redeemed............      (3,839,223)    (107,126,165)
                                      ---------      -----------
      Net increase.............       9,641,927     $296,199,246
                                      =========      ===========

                                        Shares         Amount
                                        ------         -------
American Small Capitalization
   Portfolio:
    Shares sold................      18,702,535     $691,048,373
    Shares redeemed............      (8,263,881)    (291,324,054)
                                      ---------      -----------
      Net increase.............      10,438,654     $399,724,319
                                      =========      ===========

                                        Shares         Amount
                                        ------         -------










American Income and Growth
   Portfolio:
    Shares sold................         887,706     $ 14,574,940
    Dividends reinvested.......          23,363          352,788
                                      ---------      -----------
                                        911,069       14,927,728
    Shares redeemed............      (2,616,215)     (46,058,168)
                                      ---------      -----------
      Net decrease.............      (1,705,146)    $(31,130,440)
                                      =========      ===========

                                        Shares         Amount
                                        ------         -------
American Balanced
   Portfolio:
    Shares sold................         392,582     $  4,925,776
    Dividends reinvested.......          18,568          217,622
                                      ---------      -----------
                                        411,150        5,143,398
    Shares redeemed............      (1,104,001)     (14,747,561)
                                      ---------      -----------
      Net decrease.............        (692,851)    $ (9,604,163)
                                      =========      ===========

                                        Shares         Amount
                                        ------         -------
American MidCap Growth
   Portfolio:
    Shares sold................       8,606,684    $ 160,082,716
    Dividends reinvested.......             706           10,668
                                      ---------      -----------
                                      8,607,390      160,093,384
    Shares redeemed............      (3,694,620)     (66,915,693)
                                      ---------      -----------
      Net increase.............       4,912,770     $ 93,177,691
                                      =========      ===========

                                        Shares         Amount
                                        ------         -------
American Leveraged AllCap
   Portfolio:
    Shares sold................         405,310     $  6,744,547
    Shares redeemed............         (89,928)      (1,533,757)
                                      ---------      -----------
      Net increase.............         315,382     $  5,210,790
                                      =========      ===========

    

                                      F-29

<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,  Alger  American  MidCap Growth
Portfolio  and Alger  American  Leveraged  AllCap  Portfolio) as of December 31,
1996, 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, 1996, 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,  1996,  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
January 31, 1997

    

                                      F-30


<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
- --------------------------------------------------------------------------------
       
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, N.Y 10176
    
- --------------------------------------------------------------------------------



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








                 Statement      |
             of Additional      |       May 1, 1997
               Information      |


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


                                     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, 1996 and for the
                        period then ended;


          (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 (6)
    


                                      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 4, 1997.



               Title or Class                        Number of Record Holders
               --------------                        ------------------------


     Alger American Income and Growth Portfolio                  6
     Alger American Small Capitalization Portfolio              40
     Alger American Growth Portfolio                            36
     Alger American Balanced Portfolio                           5
     Alger American MidCap Growth Portfolio                     26
     Alger American Leveraged AllCap Portfolio                  17



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 one  closed-end  investment  company  and to  three  other  open-end
investment  companies.  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,  The Alger
Retirement  Fund,  Spectra Fund and The Alger Fund and has acted as subscription
agent for Castle Convertible 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  certifies  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  15th day of
April, 1997.
    

                                            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        April 15, 1997
- --------------------------------
      Fred M. Alger III


/s/ David D. Alger                   President and Trustee        April 15, 1997
- --------------------------------     (Chief Executive Officer)
      David D. Alger                 

/s/ Gregory S. Duch                  Treasurer                    April 15, 1997
- --------------------------------     (Chief Financial and 
      Gregory S. Duch                 Accounting Officer)                      
                                     
/s/ Nathan E. Saint-Amand*           Trustee                      April 15, 1997
- --------------------------------
      Nathan E. Saint-Amand

/s/ Stephen E. O'Neil*               Trustee                      April 15, 1997
- --------------------------------
      Stephen E. O'Neil

/s/ Arthur M. Dubow*                 Trustee                      April 15, 1997
- --------------------------------
      Arthur M. Dubow

/s/ John T. Sargent*                 Trustee                      April 15, 1997
- --------------------------------
      John T. Sargent

*/s/ Gregory S. Duch
- --------------------------------
*By: Gregory S. Duch
     Attorney-In-Fact
    

                                      C-7

<PAGE>

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-1A

                                                                     ---
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933              ---

                                                                     ---
     Pre-Effective Amendment No.                                     ---


                                                                     ---
     Post-Effective Amendment No. 14                                   X
                                                                     ---



                                     and/or

                                                                     ---
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      ---


                                                                     ---
     Amendment No. 16                                                  x
                                                                     ---



                        (Check appropriate box or boxes)

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

                           --------------------------
                                 E X H I B I T S
                           --------------------------

<PAGE>


                                INDEX TO EXHIBITS

Exhibit                                               Page Number in Sequential
  No.                                                       Number System
- ------                                                -------------------------

  11      Consent of Arthur Andersen LLP .............

   
  16      Schedule of computation of
          performance quotations
          provided in the Statement
          of Additional Information ..................
    

 





   
                           ARTHUR ANDERSEN & CO. LLP



                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                   -----------------------------------------

As independent  public  accountants,  we hereby consent to the use of our report
dated January 31, 1997, on the financial  statements of The Alger  American Fund
for the  period  ended  December  31,  1996  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.  16),  Investment  Company Act File No.
811-5550 with the Securities and Exchange Commission.


                                             /s/ Arthur Andersen LLP
                                                 ----------------------------
                                                 ARTHUR ANDERSEN LLP


New York, New York
April 14, 1997
    





                       AVERAGE ANNUAL RETURN COMPUTATION

                  The Average Annual Return for each Portfolio
                was computed according to the following formula:

                n
FORMULA:  P(1+T) =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>

                                                        AVERAGE
                                              ENDING    ANNUAL
                         PERIOD             REDEEMABLE  RATE OF
     PORTFOLIO           COVERED              VALUE     RETURN    FORMULA*
     ---------           -------            ----------  --------  --------
<S>                 <C>                      <C>        <C>       <C>               
ALGER AMERICAN
 INCOME & GROWTH:   11/15/88 (commencement
                    of operations)
                    through 12/31/96**       2,387.84   11.30%    @RATE(2387.84,8.13)

                    5 YEARS ENDED 12/31/96   1,778.15   12.20%    @RATE(1778.15,1000,5)

                    YEAR ENDED 12/31/96      1,196.79   19.68%    @RATE(1196.79,1000,1)


ALGER AMERICAN SMALL
 CAPITALIZATION:    9/21/88 (commencement
                    of operations)
                    through 12/31/96***      4,591.62   20.21%    @RATE(4591.62,1000,8.28)

                    5 YEARS ENDED 12/31/96   1,686.39   11.02%    @RATE(1686.39,1000,5)

                    YEAR ENDED 12/31/96      1,041.81    4.18%    @RATE(1041.81,1000,1)


ALGER AMERICAN
 GROWTH:            1/9/89 (commencement
                    of operations)
                    through 12/31/96****     3,915.34   18.65%    @RATE(3915.34,1000,7.98)

                    5 YEARS ENDED 12/31/96   2,158.12   16.63%    @RATE(2158.12,1000,5)

                    YEAR ENDED 12/31/96      1,133.47   13.35%    @RATE(1133.47,1000,1)

ALGER AMERICAN
 BALANCED:          9/5/89 (commencement
                    of operations)
                    through 12/31/96*****    1,832.98    8.63%    @RATE(1832.98,1000,7.32)

                    5 YEARS ENDED 12/31/96   1,600.82    9.87%    @RATE(1600.82,1000,5)

                    YEAR ENDED 12/31/96      1,101.68   10.17%    @RATE(1101.68,1000,1)

ALGER AMERICAN
 MIDCAP GROWTH:     5/3/93 (commencement
                    of operations)
                    through 12/31/96******   2,206.80   24.08%    @RATE(2206.80,1000,3.67)

                    YEAR ENDED 12/31/96      1,118.97   11.90%    @RATE(1118.97,1000,1)

ALGER AMERICAN
 LEVERAGED ALLCAP:  1/25/95 (commencement
                    of operations)
                    through 12/31/96*******  1,952.86   41.27%    @RATE(1952.86,1000,1.94)

                    YEAR ENDED 12/31/96      1,120.41   12.04%    @RATE(1120.41,1000,1)

                    *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".

</TABLE>

                    **Period equals 8.13 years.

                    ***Period equals 8.28 years.

                    ****Period equals 7.98 years.

                    *****Period equals 7.32 years.

                    ******Period equals 3.67 years.

                    *******Period equals 1.94 years.



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