ALGER AMERICAN FUND
485BPOS, 1999-04-15
Previous: INTERNET STOCK MARKET RESOURCES INC, 10QSB, 1999-04-15
Next: BRAUVIN HIGH YIELD FUND L P II, 10-K, 1999-04-15




      



 
              As filed with the Securities and Exchange Commission
                                on March 2, 1999
 


                        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. l7                       __X__
    
                                     and/or
                                                                          _____
Registration Statement Under The Investment Company Act of 1940           _____
                                                                          _____
                            Amendment No. 19                              __X__
    

                        (Check appropriate box or boxes)



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

     1 World Trade Center
     Suite 9333
     New York, New York                                     10048
- --------------------------------------------------------------------------------
(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.
                              1 World Trade Center
                                   Suite 9333
                               New York, NY 10048
- --------------------------------------------------------------------------------
                     (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, 1999]  pursuant to paragraph (b), or


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


_____
_____     on [date] pursuant to paragraph (a)(2) of Rule 485


                                   ----------



<PAGE>

   
                                    THE ALGER |
                                AMERICAN FUND |
                                              |
        A POOLED FUNDING  VEHICLE  FOR:       |
        o VARIABLE ANNUITY CONTRACTS          | 1 WORLD TRADE CENTER
        o VARIABLE LIFE INSURANCE POLICIES    | SUITE 9333
        o QUALIFIED PENSION PLANS             | NEW YORK, NY 10048
        o QUALIFIED RETIREMENT PLANS          | 1-800-992-3863
    





                                   PROSPECTUS

                                  MAY 1, 1999

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
       ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
              ALGER AMERICAN GROWTH PORTFOLIO
            ALGER AMERICAN BALANCED PORTFOLIO
    ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
      ALGER AMERICAN INCOME &GROWTH PORTFOLIO






As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
determined if the  information in this  Prospectus is accurate or complete,  nor
has it approved or disapproved  these  securities.  It is a criminal  offense to
represent otherwise.

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.






<PAGE>


THE ALGER
AMERICAN FUND




PROSPECTUS

MAY 1, 1999




     TABLE OF CONTENTS
- -----------------------------------------------------------------

2 ..........  Risk/Return Summary: Investments, 
              Risks & Performance

      2 ....  INVESTMENTS

              Alger American Small
                 Capitalization Portfolio ...................   2
              Alger American MidCap
                 Growth Portfolio ...........................   2
              Alger American Growth Portfolio ...............   2
              Alger American Balanced Portfolio .............   2
              Alger American Leveraged
                 AllCap Portfolio ...........................   2
              Alger American Income &
                 Growth Portfolio ...........................   3

      3 ....   Principal Risks

              Alger American Small
                 Capitalization Portfolio ...................   3
              Alger American MidCap
                 Growth Portfolio ...........................   3
              Alger American Growth Portfolio ...............   3
              Alger American Balanced Portfolio .............   3
              Alger American Leveraged
                 AllCap Portfolio ...........................   3
              Alger American Income &
                 Growth Portfolio ...........................   3

      4 ....  Performance

              Alger American Small
              Capitalization Portfolio ......................   4
              Alger American Growth Portfolio ...............   4
              Alger American MidCap
                 Growth Portfolio ...........................   5
              Alger American Balanced Portfolio .............   5
              Alger American Leveraged
                 AllCap Portfolio ...........................   5
              Alger American Income &
                 Growth Portfolio ...........................   5

6 ..........  Fees and Expenses
7 ..........  Management & Organization
7 ..........  Shareholder Information

              Distributor                                       7
              Transfer Agent                                    7
              Purchasing and Redeeming Fund Shares              8

   
9 ..........  Financial Highlights
    

Back Cover:   How to obtain more information


                                                                               

<PAGE>


[GRAPHIC OMITTED]

RISK/RETURN SUMMARY: INVESTMENTS, RISKS & 
PERFORMANCE

INVESTMENTS: THE ALGER AMERICAN FUND

The  investment  goal  and  primary  approach  of each  portfolio  is  discussed
individually  below. All of the portfolios (other than the fixed-income  portion
of the Balanced Portfolio) invest primarily in equity securities, such as common
or   preferred   stocks,   which  are  listed  on  U.S.   exchanges  or  in  the
over-the-counter  market.  They invest primarily in "growth" stocks.  The Fund's
Manager, Fred Alger Management, Inc., believes that these companies tend to fall
into one of two categories:

o High Unit Volume Growth

   Vital,  creative  companies  which  offer  goods  or  services  to a  rapidly
   expanding  marketplace.  They include both  established  and emerging  firms,
   offering new or improved  products,  or firms simply  fulfilling an increased
   demand for an existing line.

o Positive Life Cycle Change

   Companies   experiencing   a  major  change  which  is  expected  to  produce
   advantageous  results.  These  changes  may be as varied  as new  management,
   products or  technologies;  restructuring  or  reorganization;  or merger and
   acquisition.

The company's market  capitalization  will dictate in which portfolio(s) it will
be  placed.  The  market  capitalization  of a  company  is its  price per share
multiplied by its number of outstanding shares.

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

GOAL

THE ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  SEEKS  LONG-TERM  CAPITAL
APPRECIATION.

APPROACH

It focuses on small,  fast-growing  companies  that offer  innovative  products,
services  or  technologies  to a rapidly  expanding  marketplace.  Under  normal
circumstances, the portfolio invests primarily in the equity securities of small
capitalization  companies.  A small  capitalization  company  is one  that has a
market  capitalization  within the range of the Russell(R)  2000 Growth Index or
the S&P(R) SmallCap 600 Index.

ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

GOAL

THE ALGER AMERICAN MIDCAP GROWTH PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION.

APPROACH

It focuses on midsize  companies with promising growth  potential.  Under normal
circumstances,  the  portfolio  invests  primarily in the equity  securities  of
companies  having a market  capitalization  within the range of companies in the
S&P(R) MidCap 400 Index.

ALGER AMERICAN GROWTH PORTFOLIO

GOAL

The Alger American Growth Portfolio seeks long-term capital appreciation.

APPROACH

   
It  focuses on growing  companies  that  generally  have  broad  product  lines,
markets,   financial   resources   and  depth  of   management.   Under   normal
circumstances, the portfolio invests primarily in the equity securities of large
companies.   The   portfolio   considers  a  large  company  to  have  a  market
capitalization of $1 billion or greater.
    

ALGER AMERICAN BALANCED PORTFOLIO

GOAL

The Alger American Balanced Portfolio seeks current income and long-term capital
appreciation.

APPROACH

   
It  focuses  on stocks of  companies  with  growth  potential  and  fixed-income
securities,  with emphasis on  income-producing  securities which appear to have
some  potential  for  capital  appreciation.  Under  normal  circumstances,  the
portfolio  invests in common stocks and fixed-income  securities,  which include
commercial  paper and bonds rated within the 4 highest  rating  categories by an
established  rating agency or if not rated,  which are  determined by the Fund's
Manager to be of comparable quality. Ordinarily, at least 25% of the portfolio's
net assets are invested in fixed-income securities.
    

Alger American Leveraged AllCap Portfolio

GOAL

The  Alger  American   Leveraged  AllCap   Portfolio  seeks  long-term   capital
appreciation.

APPROACH

Under normal  circumstances,  the portfolio  invests in the equity securities of
companies of any size which demonstrate promising growth potential.



                                                                               2

<PAGE>
   
The portfolio can leverage,  that is, borrow money, up to one-third of its total
assets to buy additional  securities.  By borrowing money, the portfolio has the
potential to increase its returns if the increase in the value of the securities
purchased  exceeds the cost of borrowing,  including  interest paid on the money
borrowed.
    

ALGER AMERICAN INCOME &GROWTH PORTFOLIO

GOAL

The Alger American  Income &Growth  Portfolio  primarily seeks to provide a high
level of dividend income; its secondary goal is to provide capital appreciation.

APPROACH

The portfolio  invests in dividend paying equity  securities,  such as common or
preferred  stocks,  preferably  those  which the  Manager  believes  also  offer
opportunities for capital appreciation.

[GRAPHIC OMITTED]

PRINCIPAL RISKS

RISKS APPLICABLE TO ALL EQUITY PORTFOLIOS

   
As with any fund that invests in stocks,  your  investment will go up or down in
value,  and the loss of your  investment is a risk of  investing.  A portfolio's
price per share  will  fluctuate  due to  changes  in the  market  prices of its
investments.  Also,  a Fund  investment  may not  grow  as  fast as the  rate of
inflation and stocks tend to be more volatile  than some other  investments  you
could make, such as bonds.  Furthermore,  the returns of a fund concentrating on
"growth"  stocks  tend to vary more  widely  over time than  those of funds that
focus on "value"  stocks;  prices of growth stocks tend to be higher in relation
to their companies' earnings and may be more sensitive to market,  political and
economic  developments  than other  stocks,  making their prices more  volatile.
Based on the equity portfolios' investment styles and objectives,  an investment
in them may be better suited to investors who seek long-term  capital growth and
can tolerate fluctuations in their investment's value.
    

A portfolio's trading in some stocks may be relatively  short-term,  meaning the
Fund may buy a  security  and sell it a short time  later to take  advantage  of
current  gains if it is  believed  that an  alternative  investment  may provide
greater future growth.  This activity may create higher transaction costs due to
commissions and other expenses.

There may be additional risks applicable to a specific  portfolio because of its
investment approach.

RISKS APPLICABLE TO ALGER AMERICAN
SMALL CAPITALIZATION PORTFOLIO

   
An additional risk of investing in the portfolio is:

o  the  possibility  of greater  risk by  investing  in smaller,  less  seasoned
   companies  rather  than  larger,  more  established  companies  owing to such
   factors as inexperienced management and limited financial resources
    

RISKS APPLICABLE TO ALGER AMERICAN
MIDCAP GROWTH PORTFOLIO

   
An additional risk of investing in the portfolio is:

o  the possibility of greater risk by investing in medium-sized companies rather
   than  larger,   more   established   companies   owing  to  such  factors  as
   inexperienced management and limited financial resources
    

RISKS APPLICABLE TO ALGER AMERICAN GROWTH PORTFOLIO

The portfolio's primary risks are those summarized above in "Risks Applicable to
All Equity Portfolios."

RISKS APPLICABLE TO ALGER AMERICAN
BALANCED PORTFOLIO

The primary risks arising from the fixed-income portion of the portfolio are:

o  fixed income securities' sensitivity to interest rate movements

o  the potential for a decline in the  portfolio's  market value in the event of
   an issuer's falling credit rating or actual default

The primary risks for the equity  portion of the portfolio are those  summarized
above in "Risks Applicable to All Equity Portfolios."

RISKS APPLICABLE TO ALGER AMERICAN
LEVERAGED ALLCAP PORTFOLIO

   
An additional risk of investing in the portfolio is:
    

o  the risk that the cost of borrowing money to leverage will exceed the returns
   for the securities purchased or that the securities purchased may actually go
   down in value;  thus,  the  portfolio's  net asset  value can  decrease  more
   quickly than if the portfolio had not borrowed

RISKS APPLICABLE TO ALGER AMERICAN
INCOME & GROWTH PORTFOLIO

   
An additional risk of investing in the portfolio is:
    

o  the  possibility  that companies may cut or fail to declare  dividends due to
   market downturns or other reasons

                                                                               3

<PAGE>

[GRAPHIC OMITTED]

PERFORMANCE

The following bar charts show the changes in each  portfolio's  performance from
year to year and give you some indication of the risks of investing in the Fund.
They assume reinvestment of dividends and distributions.

The Average  Annual Total Return tables compare a portfolio's  performance  over
several periods with that of an appropriate  benchmark index. The annual returns
assume  reinvestment  of  dividends  and  distributions.  Remember  that  how  a
portfolio has performed in the past is not  necessarily  an indication of how it
will perform in the future.
   
The performance  disclosed in these  charts does not  reflect  separate  account
charges which, if reflected, would lower returns.
    
Each index used in the tables is a broad index  designed  to track a  particular
market or market  segment.  No expenses or fees are reflected in the returns for
the  indexes,   which  are  unmanaged.   All  returns  for  the  indexes  assume
reinvestment of dividends and interest on the underlying securities that make up
the respective index.

o  S&P 500 Index(R):  An index of large company  common stocks  considered to be
   representative of the U.S. stock market in general.

o  Russell 2000 Growth  Index(R):  An index of common  stocks  designed to track
   performance of small capitalization companies.

o  S&P  Midcap  400  Index(R):  An  index of  common  stocks  designed  to track
   performance of medium capitalization companies.

o  Lehman  Brothers  Government/Corporate  Bond  Index(R):  An index designed to
   track performance of government and corporate bonds.

   
Since the Balanced Portfolio invests in both equity and fixed income securities,
you should compare its performance to both indexes presented.
    


ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]
   
64.48   8.71   57.54   3.55    13.28    -4.38    44.31     4.18    11.39   15.53
- -----  -----   -----   ----    -----    -----    -----    -----    -----   -----
 89      90      91     92       93       94       95       96       97      98
    

Best Quarter:      25.73%     Q1    1991
Worst Quarter:    -20.72%     Q3    1990

Average Annual Total Return as of December 31, 1998

                                                Since
                                              Inception
                    1 Year   5 Years 10 Years (9/21/88)
- -------------------------------------------------------
American Small
  Capitalization     15.53%    13.09%  19.85%   18.86%
Russell 2000 Growth
  Index(R)            1.23%    10.22%  11.54%   11.22%



ALGER AMERICAN GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]


4.14    40.39     12.38    22.47     1.45      36.37    13.35    25.75    48.07
- ----   ------     -----    -----     ----      -----    -----    -----    -----
 90      91        92       93        94         95       96       97       98


Best Quarter:       25.93%    Q4      1998
Worst Quarter:     -16.21%    Q3      1990

Average Annual Total Return as of December 31, 1998


                                                 Since
                                               Inception
                            1 Year   5 Years    (1/9/89)
- ----------------------------------------------------------
American Growth             48.07%   23.90%     22.03%
S&P 500 Index(R)            28.58%   24.06%     19.05%


4

<PAGE>


ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)

[GRAPH]
- -1.54    44.45    11.9   15.01     30.30
- -----    -----    ----   -----     -----
  94       95      96      97       98

Best Quarter:     27.07%     Q4     1998
Worst Quarter:   -14.91%     Q3     1998

Average Annual Total Return as of December 31, 1998

                                               Since
                                             Inception
                            1 Year   5 Years (5/3/93)
- ------------------------------------------------------
American MidCap             30.30%   18.98%   23.50%
S&P Midcap 400 Index        19.11%   18.84%   18.99%


ALGER AMERICAN BALANCED PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]
6.53    4.7    9.48    7.79    -4.27     28.62    10.17    19.82    31.51
- ----    ---   -----    ----   ------     -----    -----    -----    -----
 90      91     92      93      94         95       96       97       98
   
Best Quarter:    16.94%    Q4       1998
Worst Quarter:   -5.70%    Q1       1994
    
Average Annual Total Return as of December 31, 1998

   
                                                 Since
                                               Inception
                            1 Year   5 Years   (9/5/89)
- ---------------------------------------------------------
American Balanced           31.51%   16.41%     12.05%
S&P 500 Index               28.58%   24.06%     17.44%
Lehman Brothers Gov't/Corp
   Bond Index(R)             9.46%    7.30%      8.94%
    


ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]

12.04     19.68     57.83
- -----     -----     -----
 96        97        98

Best Quarter:       31.95%    Q4      1998
Worst Quarter:      -5.70%    Q4      1997

Average Annual Total Return as of December 31, 1998

                                         Since
                                       Inception
                            1 Year     (1/25/95)
- --------------------------------------------------
American Leveraged
  AllCap                    57.83%      39.34%
S&P 500 Index(R)            28.58%      30.43%


ALGER AMERICAN INCOME & GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]

7.40    0.28    23.51    8.64   10.34   -8.28   35.13   19.68    36.29    32.39
- ---     ----    -----    ----   -----   -----   -----   -----    -----    -----
89       90       91      92      93      94      95      96       97       98

Best Quarter:     21.37%   Q4       1998
Worst Quarter:    -13.94%  Q3       1990

Average Annual Total Return as of December 31, 1998

                                                  Since
                                                Inception
                   1 Year   5 Years  10 Years   (11/15/88)
- -----------------------------------------------------------
American
  Income & Growth   32.39%  21.76%    15.62%     15.51%
S&P 500 Index(R)    28.58%  24.06%    19.21%     19.06%

                                                                               5

<PAGE>

[GRAPHIC OMITTED]

FEES AND EXPENSES

Investors  incur certain fees and expenses in  connection  with an investment in
the Fund. The following  table shows the fees and expenses that you may incur if
you buy and hold shares of the portfolios.


<TABLE>
<CAPTION>
                                                                           ANNUAL FUND OPERATING
                                                                           EXPENSES
                                                                           (expenses that are deducted
                                                                           from Fund assets)
                         Shareholder Fees
                     (fees paid directly from                                                          TOTAL ANNUAL FUND
                         your investment)       Management Fees   Distribution Fees   Other Expenses   OPERATING EXPENSES
=========================================================================================================================
<S>                            <C>                    <C>                <C>               <C>                <C>
Alger American Small           None                   .85%               None              .04%               .89%
Capitalization
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .80%               None              .04%               .84%
MidCap Growth
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .75%               None              .04%               .79%
Growth
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .75%               None              .17%               .92%
Balanced Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .85%               None              .11%*              .96%
Leveraged AllCap
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                  .635%               None             .075%               .70%
Income & Growth
Portfolio
</TABLE>

*INCLUDE IN OTHER EXPENSES IS 0.03% OF INTEREST EXPENSE.





EXAMPLE

   
The  following  example,  which  reflects  the  shareholder  fees and  operating
expenses listed in the preceding table, is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual funds.

The example  assumes  that you invest  $10,000 in the Fund for the time  periods
indicated.  The example also assumes that your  investment  has a 5% return each
year and that the  Fund's  operating  expenses  remain  the same as in the prior
table.  The figures  shown would be the same whether or not you sold your shares
at the end of each  period.  Although  your actual costs may be higher or lower,
based on these assumptions your costs would be:
    

                               1 Year       3 Years      5 Years      10 Years
================================================================================
  ALGER AMERICAN SMALL          $91          $284         $493         $1,096
  CAPITALIZATION
  PORTFOLIO
- --------------------------------------------------------------------------------
  ALGER AMERICAN                $86          $268         $466         $1,037
  MIDCAP GROWTH
  PORTFOLIO
- --------------------------------------------------------------------------------
  ALGER AMERICAN                $81          $252         $439           $978
  GROWTH
  PORTFOLIO
- --------------------------------------------------------------------------------
  ALGER AMERICAN                $94          $293         $509         $1,131
  BALANCED
  PORTFOLIO
- --------------------------------------------------------------------------------
  ALGER AMERICAN                $98          $306         $531         $1,178
  LEVERAGED ALLCAP
  PORTFOLIO
- --------------------------------------------------------------------------------
  ALGER AMERICAN                $72          $224         $390           $871
  INCOME &GROWTH
  PORTFOLIO


The example above does not reflect charges and deductions  which are, or may be,
imposed under variable annuity contracts,  variable life insurance policies,  or
pension or retirement  plans.  Such charges and  deductions are described in the
prospectus  for the contract or policy  accompanying  this  prospectus or in the
Plan documents.

ADDITIONAL INFORMATION ABOUT
THE FUND'S INVESTMENTS

   
Each portfolio may invest up to 100% of its assets in cash, high-grade bonds, or
cash  equivalents for temporary  defensive  reasons if the Manager believes that
adverse market or other  conditions  warrant.  This is to attempt to protect the
portfolio's  assets  from a  temporary  unacceptable  risk of loss,  rather than
directly to promote the portfolio's investment objective.  The portfolio may not
achieve its objective during such periods.
    

Other  securities  the  portfolios  may  invest in are  discussed  in the Fund's
Statement of Additional Information (see back cover).




6

<PAGE>


[GRAPHIC OMITTED]

MANAGEMENT AND ORGANIZATION

MANAGER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048

   
The Manager has been an investment  adviser since 1964, and manages  investments
totaling  (at  12/31/98)  $6.64  billion in mutual  fund assets as well as $3.95
billion  in  other  assets.   The  Manager  is  responsible  for  managing  each
portfolio's   assets   according  to  its  goal  and  for  placing  orders  with
broker-dealers to purchase and sell securities on behalf of the portfolios.  The
Fund has had the same manager  since  inception  and, for the most recent fiscal
year,  the  portfolios  paid the Manager  fees at these  annual rates based on a
percentage  of average  daily net assets:  Small  Capitalization  and  Leveraged
AllCap  Portfolios--.85%;  MidCap  Growth  Portfolio--.80%;  Growth and Balanced
Portfolios--.75%; Income & Growth Portfolio--.625%.
    

PORTFOLIO MANAGERS

   
David  Alger,  Seilai  Khoo,  Ron Tartaro and Steven  Thumm are the  individuals
responsible for the day-to-day  management of the portfolios'  investments.  Mr.
Alger,  a manager  of all of the  portfolios  since  their  inception,  has been
employed by the Manager as  Executive  Vice  President  and Director of Research
since 1971,  and as President  since 1995.  Ms. Khoo, a co-manager  of the Small
Capitalization and Leveraged AllCap Portfolios, has been employed by the Manager
since  1989,  as a senior  research  analyst  until  1995  and as a Senior  Vice
President and  co-manager  since 1995. Mr.  Tartaro,  a co-manager of the MidCap
Growth,  Growth,  Income & Growth and Balanced Portfolios,  has been employed by
the Manager since 1990, as a senior research  analyst until 1995 and as a Senior
Vice President and co-manager  since 1995.  Steven Thumm serves as co-manager of
the Balanced  Portfolio.  He has been  employed by the Manager as a fixed income
analyst since 1991.
    

YEAR 2000
   
The Fund's Manager and  Distributor  (Fred Alger & Company,  Incorporated)  have
advised  the Fund that they are  implementing  a Year 2000 plan to  address  any
issues arising from computer systems' potentially  erroneous reading of dates in
the year 2000.  Specifically,  they are in the  process of  confirming  that the
Fund's  service  providers are resolving any Year 2000 issues as the  millennium
approaches.  While there can be no assurance that there will be no impairment of
services  at that time,  currently,  it is not  anticipated  that  shareholders'
investments  in the Fund will be impacted  negatively  as a result of the Fund's
Year 2000  transition.  However,  people and resources have been devoted to this
important review.
    
Year 2000 issues, real or perceived, may also adversely affect stock prices. The
Manager intends to review SEC filings and other Year 2000 readiness  information
from companies in which the Fund may invest significantly,  as well as readiness
information  from  other  sources.  The  Manager  and the Fund have no reason to
believe that such measures  will not be  sufficient to avoid a material  adverse
effect on the Fund's  investments,  although there can be no assurance that they
will be.

[GRAPHIC OMITTED]

SHAREHOLDER INFORMATION

DISTRIBUTOR

Fred Alger & Company, Incorporated
30 Montgomery Street
Jersey City, NJ 07302

TRANSFER AGENT

Alger Shareholder Services, Inc.
30 Montgomery Street
Jersey City, NJ 07302

   
NET ASSET VALUE

The  price of one  share  is its "net  asset  value",  or NAV.  The NAV for each
portfolio is calculated as of the close of business  (normally 4:00 p.m. Eastern
time) every day the New York Stock Exchange is open. Generally,  the Exchange is
closed on weekends  and various  national  holidays.  It may close on other days
from time to time.
    

The Fund  generally  values the assets of each  portfolio on the basis of market
quotations or, where market quotations are not readily  available,  on the basis
of fair value as  determined  by the  Manager  under  procedures  adopted by the
Fund's  Board of  Trustees.  Short-term  money  market  instruments  held by the
portfolios are valued on the basis of amortized cost.
   
DIVIDENDS AND DISTRIBUTIONS

The Fund  declares  and  pays  dividends  and  distributions  by the  portfolios
annually.  The Fund  expects  that these annual  payments to  shareholders  will
consist of both capital gains and net investment income.

Participants in variable annuity  contracts,  variable life insurance  policies,
and qualified  pension and retirement  plans  ordinarily  will not be subject to
taxation on dividends  from net  investment  income and  distributions  from net
realized  capital gains until they receive a distribution  of the dividends from
their plan accounts. Generally, distributions from these investment vehicles are
taxable as ordinary  income at the rate  applicable to each  participant  at the
time of distribution.In certain cases, distributions made to a participant prior
to the participant's reaching age 59-1/2 are subject to a penalty tax equivalent
to 10% of the distributed amount, in addition to the ordinary income tax payable
on such amount.
    

                                                                               7


<PAGE>

Because  everyone's  tax situation is unique,  see a tax advisor about  federal,
state and local tax consequences of investing in the Fund.

NAV  (NET  ASSET  VALUE)  IS  COMPUTED  BY  ADDING  TOGETHER  THE  VALUE  OF THE
PORTFOLIO'S INVESTMENTS PLUS CASH AND OTHER ASSETS,  SUBTRACTING ITS LIABILITIES
AND THEN DIVIDING THE RESULT BY THE NUMBER OF ITS OUTSTANDING SHARES.

PURCHASING AND REDEEMING FUND SHARES

The Fund is an investment  vehicle for variable  annuity  contracts and variable
life  insurance  policies  offered by the  separate  accounts of life  insurance
companies,  as well as qualified  pension and  retirement  plans.  An individual
cannot invest in a portfolio  directly,  but may do so only through one of these
sources.  The Fund's  shares are held in the names of the separate  accounts and
plans.

   
Shares of the Fund can be  purchased  or  redeemed on any day the New York Stock
Exchange is open.  They will be processed at the NAV next  calculated  after the
purchase or redemption  request is received in good order by the Transfer Agent.
All orders for purchase of shares are subject to  acceptance  by the Fund or its
Transfer Agent.  The Transfer Agent pays for redemptions  within 7 days after it
accepts a redemption request.
    

The Fund may redeem some shares "in kind", which means that some of the proceeds
will be paid with securities the Fund owns instead of cash.





8

<PAGE>

[GRAPHIC OMITTED]

FINANCIAL HIGHLIGHTS

   
The  financial  highlights  table  is  intended  to  help  you  understand  each
portfolio's  financial  performance for the periods shown.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent  the rate  that an  investor  would  have  earned or lost on an
investment   in  the  Fund   (assuming   reinvestment   of  all   dividends  and
distributions).  The financial  highlights for the years ended December 31, 1990
through 1998 have been audited by Arthur  Andersen  LLP, the Fund's  independent
public accountants.  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.   Arthur  Andersen  LLP's  report,  along  with  the  Fund's  financial
statements, are included in the Annual Report, which is available upon request.
    


ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

For a share outstanding throughout the period


<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                    May 3, 1993
                                                                                                   (commencement
                                                                                                 of operations) to
                                                           Year Ended December 31,                 December 31,
- -------------------------------------------------------------------------------------------------------------------
                                            1998        1997        1996       1995        1994       1993(i)
                                            -----       -----       -----      -----       -----      -------
<S>                                       <C>         <C>         <C>        <C>          <C>         <C>
Net asset value, beginning of period      $  24.18    $ 21.35     $ 19.44    $  13.46     $ 13.72     $ 10.00
                                          --------    --------    --------   --------     -------     -------
Net investment income (loss)                  0.00(ii)   (0.04)       0.03      (0.03)       0.00(ii)   (0.02)
Net realized and unrealized gain (loss)
 on investments                               6.95        3.20        2.29       6.01       (0.21)       3.88
                                          --------    --------    --------   --------     -------     -------
Total from investment operations              6.95        3.16        2.32       5.98       (0.21)       3.86
                                          --------    --------    --------   --------     -------     -------
Dividends from net investment income            --       (0.01)         --         --          --           --
Distributions from net realized gains        (2.26)      (0.32)      (0.41)        --       (0.05)      (0.14)

                                          --------    --------    --------   --------     -------     -------
Total Distributions                          (2.26)      (0.33)      (0.41)        --       (0.05)      (0.14)
                                          --------    --------    --------   --------     -------     -------
Net asset value, end of period            $  28.87    $  24.18    $  21.35   $  19.44     $ 13.46     $ 13.72
                                          ========    ========    ========   ========     =======     =======
Total Return                                30.30%      15.01%      11.90%     44.45%      (1.54%)     38.67%
                                          ========    ========    ========   ========     =======     =======
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $689,571    $444,967    $394,847   $185,349     $62,178     $21,301
                                          ========    ========    ========   ========     =======     =======
 Ratio of expenses to average net assets     0.84%       0.84%       0.84%      0.90%       0.97%       1.50%(iii)
                                          ========    ========    ========   ========     =======     =======
 Ratio of net investment income (loss)
  to average net assets                      0.00%      (0.15%)      0.08%     (0.25%)      0.03%      (0.58%)
                                          ========    ========    ========   ========     =======     =======
 Portfolio Turnover Rate                   152.21%     151.98%      90.97%    104.74%      83.96%      67.22%
                                          ========    ========    ========   ========     =======     =======
</TABLE>

  (i) Ratios have been annualized; total return has not been annualized.
 (ii) Amount was computed based on average shares outstanding durin the period.
(iii) Amounts have been reduced by 0.33% due to expense reimbursements.





                                                                               9

<PAGE>


ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR

   
<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>              <C>          <C>             <C>            <C>
Net asset value, beginning of year      $    43.75       $  40.91     $    39.41      $  27.31       $  30.88
                                        ----------       --------     ----------      --------       --------
Net investment income (loss)                 (0.02)         (0.05)(i)      (0.04)(i)     (0.09)         (0.03)(i)
Net realized and unrealized gain (loss)
 on investments                               6.30           4.45           1.70         12.19          (1.45)
                                        ----------       --------     ----------      --------       --------
Total from investment operations              6.28           4.40           1.66         12.10          (1.48)
                                        ----------       --------     ----------      --------       --------
Dividends from net investment income            --             --             --            --             --
Distributions from net realized gains        (6.06)         (1.56)         (0.16)           --          (2.09)

                                        ----------       --------     ----------      --------       --------
Total distributions                          (6.06)         (1.56)         (0.16)           --          (2.09)
                                        ----------       --------     ----------      --------       --------
Net asset value, end of year            $    43.97       $  43.75     $    40.91      $  39.41        $ 27.31
                                        ==========       ========     ==========      ========       ========
Total Return                                15.53%         11.39%          4.18%        44.31%         (4.38%)
                                        ==========       ========     ==========      ========       ========
Ratios and Supplemental Data:

 Net assets, end of year 
     (000's omitted)                     1,216,584       $997,586     $1,469,518      $984,212       $397,037
                                        ==========       ========     ==========      ========       ========
 Ratio of expenses to average net assets     0.89%          0.89%          0.88%         0.92%          0.96%
                                        ==========       ========     ==========      ========       ========
 Ratio of net investment income (loss)

  to average net assets                     (0.20%)        (0.12%)        (0.09%)       (0.48%)        (0.10%)
                                        ==========       ========     ==========      ========       ========
 Portfolio Turnover Rate                   142.90%        104.43%        110.04%        80.66%        117.61%
                                        ==========       ========     ==========      ========       ========
</TABLE>
    



10

<PAGE>


<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990           1989
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  27.26       $  26.79       $  17.02      $  15.79       $   9.60
                                          --------       --------       --------      --------       --------
Net investment income (loss)                 (0.05)         (0.06)         (0.03)         0.02           0.04
Net realized and unrealized gain (loss)
 on investments                               3.67           0.91           9.82          1.35           6.15
                                          --------       --------       --------      --------       --------
Total from investment operations              3.62           0.85           9.79          1.37           6.19
                                          --------       --------       --------      --------       --------
Dividends from net investment income            --             --          (0.02)        (0.01)            --
Distributions from net realized gains           --          (0.38)            --         (0.13)            --
                                          --------       --------       --------      --------       --------
Total distributions                             --          (0.38)         (0.02)        (0.14)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  30.88       $  27.26       $  26.79      $  17.02       $  15.79
                                          ========       ========       ========      ========       ========
Total Return                                13.28%          3.55%         57.54%         8.71%         64.48%(ii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
 Net assets, end of year (000's omitted)  $238,850       $135,718       $ 56,798      $  7,149       $    569
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     1.03%          0.98%          1.06%         1.50%(iii)     1.50%(iii)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                     (0.35%)        (0.37%)        (0.12%)        0.50%          1.11%
                                          ========       ========       ========      ========       ========
  Portfolio Turnover Rate                   148.07%        108.06%        125.90%       132.46%        133.61%
                                          ========       ========       ========      ========       ========
</TABLE>

  (i) Amount was computed based on average shares outstanding during the year
 (ii) Unaudited
   
(iii) Amounts have been reduced by 0.33% and 9.15% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    




                                                                              11


<PAGE>


ALGER AMERICAN GROWTH PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- --------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>            <C>              <C>           <C>            <C>
Net asset value, beginning of period    $    42.76     $    34.33       $  31.16      $  23.13       $  24.67
                                        ----------     ----------       --------      --------       --------
Net investment income (loss)                  0.09           0.13           0.12          0.02           0.07
Net realized and unrealized gain (loss)
 on investments                              18.32           8.66           4.00          8.33           0.15
                                        ----------     ----------       --------      --------       --------
Total from investment operations             18.41           8.79           4.12          8.35           0.22
                                        ----------     ----------       --------      --------       --------
Dividends from net investment income         (0.13)         (0.13)         (0.02)        (0.07)         (0.03)
Distributions from net realized gains        (7.82)         (0.23)         (0.93)        (0.25)         (1.73)
                                        ----------     ----------       --------      --------       --------
Total Distributions                          (7.95)         (0.36)         (0.95)        (0.32)         (1.76)
                                        ----------     ----------       --------      --------       --------
Net asset value, end of period          $    53.22        $ 42.76        $ 34.33       $ 31.16        $ 23.13
                                        ==========     ==========       ========      ========       ========
Total Return                                48.07%         25.75%         13.35%        36.37%          1.45%
                                        ==========     ==========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                        $1,905,719     $1,072,529       $991,028      $502,974       $150,390
                                        ==========     ==========       ========      ========       ========

 RATIO OF EXPENSES TO AVERAGE NET ASSETS     0.79%          0.79%          0.79%         0.85%          0.86%
                                        ==========     ==========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.27%          0.50%         0.18%          0.48%
                                        ==========     ==========       ========      ========       ========
 Portfolio Turnover Rate                   127.38%        129.50%         82.86%       118.33%        111.76%
                                        ==========     ==========       ========      ========       ========
</TABLE>





12

<PAGE>

<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                  January 9, 1989
                                                                                                   (commencement
                                                                                                 of operations) to
                                          Year Ended December 31,                                  December 31,
- ------------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990         1989(ii)
                                            -----          -----          -----         -----         -------
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of period      $  20.17       $  18.00       $  12.86      $  12.41       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income (loss)                  0.03           0.03           0.08(i)       0.07           0.09
Net realized and unrealized gain (loss)
 on investments                               4.50           2.19           5.11          0.44           2.32
                                          --------       --------       --------      --------       --------
Total from investment operations              4.53           2.22           5.19          0.51           2.41
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.03)         (0.03)         (0.05)        (0.06)            --
Distributions from net realized gains           --          (0.02)            --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.03)         (0.05)         (0.05)        (0.06)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of period            $  24.67       $  20.17       $  18.00      $  12.86       $  12.41
                                          ========       ========       ========      ========       ========
Total Return                                22.47%         12.38%         40.39%         4.14%         24.10%(iii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:

Net assets, end of period 
 000's omitted)                           $ 74,878       $ 30,316       $ 10,094      $  1,228       $    171
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.97%          0.99%          1.29%         1.50%(iv)      1.50%(iv)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.33%          0.52%         1.69%          1.30%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   112.64%         63.91%         58.95%        86.77%         79.59%
                                           ========       ========       ========      ========       ========
</TABLE>


 (i)  Amount was computed based on average shares outstanding during the period.
 (ii) Ratios have been annualized; total return has not been annualized
(iii) Unaudited
   
 (iv) Amounts have been reduced by 2.31% and 7.32% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    





                                                                              13


<PAGE>


ALGER AMERICAN INCOME & GROWTH PORTFOLIO
   
FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- -------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  10.99        $  8.42       $  17.79      $  13.30       $  15.31
                                          --------       --------       --------      --------       --------
Net investment income                         0.03           0.03           0.09(ii)      0.11(ii)       0.17
Net realized and unrealized gain (loss)
 on investments                               3.30           2.94           1.87          4.54          (1.47)
                                          --------       --------       --------      --------       --------
Total from investment operations              3.33           2.97           1.96          4.65          (1.30)
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.04)         (0.04)         (0.33)        (0.16)         (0.15)
Distributions from net realized gains        (1.16)         (0.36)        (11.00)           --          (0.56)
                                          --------       --------       --------      --------       --------
Total Distributions                          (1.20)         (0.40)        (11.33)        (0.16)         (0.71)
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  13.12       $  10.99        $  8.42      $  17.79       $  13.30
                                          ========       ========       ========      ========       ========
Total Return                                32.39%         36.29%         19.68%        35.13%         (8.28%)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $ 77,926       $ 47,399       $ 20,910      $  8,639       $ 29,135
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.70%          0.74%          0.81%         0.75%          0.75%
                                          ========       ========       ========      ========       ========
 Decrease reflected in above expense
  ratios due to expense reimbursements         --              --             --            --             --

                                          ========       ========       ========      ========       ========
 Ratio of net investment income to
  average net assets                         0.31%          0.56%          0.94%         0.61%          1.22%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   131.67%        150.09%        121.60%       164.05%        177.97%
                                          ========       ========       ========      ========       ========
</TABLE>
    



14


<PAGE>

   
<TABLE>
<CAPTION>
                                                                Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990           1989
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  13.93       $  13.08       $  10.67      $  10.74       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income                         0.07           0.08           0.09          0.11           0.18
Net realized and unrealized gain (loss)
 on investments                               1.37           1.02           2.41         (0.08)          0.56
                                          --------       --------       --------      --------       --------
Total from investment operations              1.44           1.10           2.50          0.03           0.74
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.06)         (0.12)         (0.09)        (0.10)            --
Distributions from net realized gains           --          (0.13)            --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.06)         (0.25)         (0.09)        (0.10)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  15.31       $  13.93       $  13.08      $  10.67       $  10.74
                                          ========       ========       ========      ========       ========
Total Return                                10.34%          8.64%         23.51%         0.28%          7.40%(i)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $ 31,895       $  8,671       $  2,663      $    436       $     98
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.97%          1.25%          1.25%         1.25%          1.25%
                                          ========       ========       ========      ========       ========
 Decrease reflected in above expense
  ratios due to expense reimbursements          --          0.01%          0.66%         5.41%         23.72%
                                          ========       ========       ========      ========       ========
 Ratio of net investment income to
  average net assets                         1.51%          1.62%          2.54%         3.61%          7.36%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   105.80%        100.62%         61.11%        56.90%             --
                                          ========       ========       ========      ========       ========
</TABLE>
    

  (i) Unaudited.
 (ii) Amount was computed based on average shares outstanding during the period.




                                                                              15

<PAGE>


ALGER AMERICAN BALANCED PORTFOLIO (I)

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of period      $  10.76       $   9.24       $  13.64      $  10.80       $  11.58
                                          --------       --------       --------      --------       --------
Net investment income (loss)                  0.19           0.17           0.21(iv)      0.33(iv)       0.20
Net realized and unrealized gain (loss)
 on investments                               3.02           1.63           1.01          2.73          (0.70)
                                          --------       --------       --------      --------       --------
Total from investment operations              3.21           1.80           1.22          3.06          (0.50)
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.18)         (0.12)         (0.73)        (0.22)         (0.13)
Distributions from net realized gains        (0.81)         (0.16)         (4.89)           --          (0.15)
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.99)         (0.28)         (5.62)        (0.22)         (0.28)
                                          --------       --------       --------      --------       --------
Net asset value, end of period            $  12.98       $  10.76       $   9.24      $  13.64       $  10.80
                                          ========       ========       ========      ========       ========
Total Return                                31.51%         19.82%         10.17%        28.62%         (4.27%)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $ 28,208       $ 16,614       $ 10,486      $  3,671       $ 10,394
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.92%          1.01%          1.14%         1.00%          1.08%
                                          ========       ========       ========      ========       ========
 Decrease reflected in above expense
  ratios due to expense reimbursements          --             --             --            --             --
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      2.09%          2.14%          2.06%         2.49%          2.30%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                    94.64%        105.01%         68.66%       113.02%         78.80%
                                          ========       ========       ========      ========       ========
</TABLE>



16

<PAGE>


<TABLE>
<CAPTION>
                                                                                                     From
                                                                                               September 5, 1989
                                                                                                 (commencement
                                                                                               of operations) to
                                          Year Ended December 31,                                December 31,
- --------------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990         1989(ii)
                                            -----          -----          -----         -----         -------
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of period      $  10.77       $  10.02       $  10.01      $  10.04       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income (loss)                  0.15           0.22           0.45          0.66           0.22
Net realized and unrealized gain (loss)
 on investments                               0.69           0.72           0.01         (0.03)          0.04
                                          --------       --------       --------      --------       --------
Total from investment operations              0.84           0.94           0.46          0.63           0.26
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.03)         (0.19)         (0.45)        (0.66)         (0.22)
Distributions from net realized gains           --             --             --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.03)         (0.19)         (0.45)        (0.66)         (0.22)
                                          --------       --------       --------      --------       --------
Net asset value, end of period            $  11.58       $  10.77       $  10.02      $  10.01       $  10.04
                                          ========       ========       ========      ========       ========
Total Return                                 7.79%          9.48%          4.70%         6.53%          2.65%(iii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
  Net assets, end of period 
   (000's omitted)                        $  7,848       $  4,009       $  1,487      $    365       $    131
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     1.25%          1.25%          1.25%         1.25%          1.25%
                                          ========       ========       ========      ========       ========
 Decrease reflected in above expense
  ratios due to expense reimbursements       0.19%          0.42%          1.37%         4.81%          5.89%
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      2.05%          1.99%          4.22%         6.60%          6.92%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                     85.46%        15.27%             --       132.55%             --
                                          ========       ========       ========      ========       ========
</TABLE>
 
  (i) Prior to  October 1, 1992, the  Alger American  Balanced Portfolio was the
      Alger American Fixed Income Portfolio.
 (ii) Ratios have been annualized; total return has not been annualized.
(iii) Unaudited
 (iv) Amount was computed based on average shares outstanding during the period.





                                                                              17

<PAGE>

ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                 January 25, 1995
                                                                                                   (commencement
                                                                                                 of operations) to
                                                                       Year Ended December 31,     December 31,
- --------------------------------------------------------------------------------------------------------------------
                                                                  1998       1997        1996       1995(i)
                                                                  -----      -----       -----      -------
<S>                                                              <C>        <C>         <C>          <C>
Net asset value, beginning of period                             $   23.17  $   19.36     $ 17.43     $ 10.00
                                                                 ---------  ---------   ---------    --------
Net investment income (loss)                                         (0.05)     (0.03)      (0.03)(ii)  (0.03)
Net realized and unrealized gain on investments                      12.99       3.84        2.14        7.46
                                                                 ---------  ---------   ---------    --------
Total from investment operations                                     12.94       3.81        2.11        7.43
Distributions from net realized gains                                (1.21)        --       (0.18)         --
                                                                 ---------  ---------   ---------    --------
Net asset value, end of period                                   $   34.90   $  23.17     $ 19.36     $ 17.43
                                                                 =========  =========   =========    ========
Total Return                                                        57.83%     19.68%      12.04%      74.30%
                                                                 =========  =========   =========    ========
Ratios and Supplemental Data:
 Net assets, end of period (000's omitted)                       $ 101,710  $  53,488    $ 34,925     $ 5,497
                                                                 =========  =========   =========    ========
 Ratio of expenses excluding interest
  to average net assets                                              0.93%      0.96%       1.06%       1.50%
                                                                 =========  =========   =========    ========
 Ratio of expenses including interest
  to average net assets                                              0.96%      1.00%       1.09%       1.56%(iii)
                                                                 =========  =========   =========    ========
 Ratio of net investment income (loss)
  to average net assets                                             (0.27%)    (0.17%)     (0.15%)     (0.71%)
                                                                 =========  =========   =========    ========
 Portfolio Turnover Rate                                           143.59%    164.27%     102.10%     178.23%
                                                                 =========  =========   =========    ========
 Amount of debt outstanding at end of period                            --         --          --          --
                                                                 =========  =========   =========    ========
 Average amount of debt outstanding during the period            $ 246,101  $ 201,644   $  76,079    $  8,122
                                                                 =========  =========   =========    ========
 Average daily number of shares outstanding
  during the period                                              2,480,478  2,135,458   1,107,187      75,460
                                                                 =========  =========   =========    ========
 Average amount of debt per share during the period              $    0.10  $    0.09   $    0.07    $   0.11
                                                                 =========  =========   =========    ========
</TABLE>

  (i) Ratios have been annualized; total return has not been annualized.
 (ii) Amount was computed based on average shares outstanding during the year.
(iii) Amount has been reduced by 2.36% due to expense reimbursements.





18

<PAGE>

FOR FUND INFORMATION:

By telephone:   1-800-992-3863

By mail:        The Alger American Fund
                1 World Trade Center
                Suite 9333
                New York, NY 10048

STATEMENT OF ADDITIONAL INFORMATION

For more detailed  information about the Fund and its policies,  please read the
Statement of Additional Information, which is incorporated by reference into (is
legally  made a part  of)  this  Prospectus.  You  can  get a free  copy  of the
Statement of Additional Information by calling the Fund's toll-free number or by
writing to the address above. The Statement of Additional Information is on file
with the Securities and Exchange Commission.

ANNUAL AND SEMI-ANNUAL REPORTS

   
Additional  information about the Fund's  investments is available in the Fund's
annual and semi-annual reports to shareholders.  In the Fund's annual report you
will find a discussion of the market  conditions and investment  strategies that
significantly  affected the Fund's  performance during the period covered by the
report. You can receive free copies of these reports,  and make inquiries to the
Fund, by calling the Fund's toll-free number or by writing to the address above.
    

Another way you can obtain copies is by visiting the SEC's Public Reference Room
or by  forwarding  your  request  and a  duplicating  fee  to the  SEC's  Public
Reference Section,  Washington,  DC 20549-6009.  Information on the operation of
the Public Reference Room is available by calling 1-800-SEC-0330.

DISTRIBUTOR: FRED ALGER & COMPANY, INCORPORATED















THE ALGER AMERICAN FUND
SEC FILE #811-5550]


<PAGE>


   
                                   THE ALGER  |
                                AMERICAN FUND |
                                              |
        A POOLED FUNDING  VEHICLE  FOR:       |
        o VARIABLE ANNUITY CONTRACTS          | 1 WORLD TRADE CENTER
        o VARIABLE LIFE INSURANCE POLICIES    | SUITE 9333
        o QUALIFIED PENSION PLANS             | NEW YORK, NY 10048
        o QUALIFIED RETIREMENT PLANS          | 1-800-992-3863
    




                                   PROSPECTUS

                                  MAY 1, 1999

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
       ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
              ALGER AMERICAN GROWTH PORTFOLIO
    ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
      ALGER AMERICAN INCOME &GROWTH PORTFOLIO






As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
determined if the  information in this  Prospectus is accurate or complete,  nor
has it approved or disapproved  these  securities.  It is a criminal  offense to
represent otherwise.

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.


                                                                          <PAGE>

   
                                                                       THE ALGER
                                                                   AMERICAN FUND
    
                                   ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
                                          ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
                                                 ALGER AMERICAN GROWTH PORTFOLIO
                                       ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
                                         ALGER AMERICAN INCOME &GROWTH PORTFOLIO

   
                                                                      PROSPECTUS

                                                                     MAY 1, 1999
    

     TABLE OF CONTENTS
- -------------------------------------------------------------------

2 ........... Risk/Return Summary: Investments,   
              Risks & Performance

      2 ..... Investments

              Alger American Small
                Capitalization Portfolio ....................  2
              Alger American MidCap
                Growth Portfolio ............................  2
              Alger American Growth Portfolio ...............  2
              Alger American Leveraged
                AllCap Portfolio ............................  2
              Alger American Income &
                Growth Portfolio ............................  2

      3 ..... Principal Risks

              Alger American Small
                Capitalization Portfolio ....................  3
              Alger American MidCap
                Growth Portfolio ............................  3
              Alger American Growth Portfolio ...............  3
              Alger American Leveraged
                AllCap Portfolio ............................  3
              Alger American Income &
                Growth Portfolio ............................  3

      3 ..... Performance

              Alger American Small
                Capitalization Portfolio ....................  4
              Alger American MidCap
                Growth Portfolio ............................  4
              Alger American Growth Portfolio ...............  4
              Alger American Leveraged
                AllCap Portfolio ............................  4
              Alger American Income &
                Growth Portfolio ............................  5

5 ........... FEES AND EXPENSES
6 ........... Management & Organization
7 ........... Shareholder Information

              Distributor ...................................  7
              Transfer Agent ................................  7
              Purchasing and Redeeming Fund Shares ..........  7

8 ........... Financial Highlights

Back Cover:   How to obtain more information


<PAGE>

[GRAPHIC OMITTED]

RISK/RETURN SUMMARY: INVESTMENTS, RISKS & PERFORMANCE

INVESTMENTS: THE ALGER AMERICAN FUND

   
The  investment  goal  and  primary  approach  of each  portfolio  is  discussed
individually below. All of the portfolios invest primarily in equity securities,
such as common or preferred stocks, which are listed on U.S. exchanges or in the
over-the-counter  market.  They invest primarily in "growth" stocks.  The Fund's
Manager, Fred Alger Management, Inc., believes that these companies tend to fall
into one of two categories:
    

o High Unit  Volume Growth

   Vital,  creative  companies  which  offer  goods  or  services  to a  rapidly
   expanding  marketplace.  They include both  established  and emerging  firms,
   offering new or improved  products,  or firms simply  fulfilling an increased
   demand for an existing line.

o Positive Life Cycle Change

   Companies   experiencing   a  major  change  which  is  expected  to  produce
   advantageous  results.  These  changes  may be as varied  as new  management,
   products or  technologies;  restructuring  or  reorganization;  or merger and
   acquisition.

The company's market  capitalization  will dictate in which portfolio(s) it will
be  placed.  The  market  capitalization  of a  company  is its  price per share
multiplied by its number of outstanding shares.

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

GOAL

THE ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  SEEKS  LONG-TERM  CAPITAL
APPRECIATION.

APPROACH

It focuses on small,  fast-growing  companies  that offer  innovative  products,
services  or  technologies  to a rapidly  expanding  marketplace.  Under  normal
circumstances, the portfolio invests primarily in the equity securities of small
capitalization  companies.  A small  capitalization  company  is one  that has a
market  capitalization  within the range of the Russell(R)  2000 Growth Index or
the S&P(R) SmallCap 600 Index


ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

GOAL

THE ALGER AMERICAN MIDCAP GROWTH PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION.

APPROACH

It focuses on midsize  companies with promising growth  potential.  Under normal
circumstances,  the  portfolio  invests  primarily in the equity  securities  of
companies  having a market  capitalization  within the range of companies in the
S&P(R) MidCap 400 Index.

ALGER AMERICAN GROWTH PORTFOLIO

GOAL

THE ALGER AMERICAN GROWTH PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION.

APPROACH

   
It  focuses on growing  companies  that  generally  have  broad  product  lines,
markets,   financial   resources   and  depth  of   management.   Under   normal
circumstances, the portfolio invests primarily in the equity securities of large
companies.   The   portfolio   considers  a  large  company  to  have  a  market
capitalization of $1 billion or greater.
    

ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

GOAL

THE  ALGER  AMERICAN   LEVERAGED  ALLCAP   PORTFOLIO  SEEKS  LONG-TERM   CAPITAL
APPRECIATION.

APPROACH

Under normal  circumstances,  the portfolio  invests in the equity securities of
companies of any size which demonstrate promising growth potential.

   
The portfolio can leverage, that is, borrow money, up to 1/3 of its total assets
to buy  additional  securities.  By  borrowing  money,  the  portfolio  has  the
potential to increase its returns if the increase in the value of the securities
purchased  exceeds the cost of borrowing,  including  interest paid on the money
borrowed.
    

ALGER AMERICAN INCOME &GROWTH PORTFOLIO

GOAL

THE ALGER AMERICAN  INCOME &GROWTH  PORTFOLIO  PRIMARILY SEEKS TO PROVIDE A HIGH
LEVEL OF DIVIDEND INCOME; ITS SECONDARY GOAL IS TO PROVIDE CAPITAL APPRECIATION.

APPROACH

The portfolio  invests in dividend paying equity  securities,  such as common or
preferred  stocks,  preferably  those  which the  Manager  believes  also  offer
opportunities for capital appreciation.

2

<PAGE>

[GRAPHIC OMITTED]

PRINCIPAL RISKS

RISKS APPLICABLE TO ALL PORTFOLIOS

As with any fund that invests in stocks,  your  investment will go up or down in
value,  and the loss of your  investment is a risk of  investing.  A portfolio's
price per share  will  fluctuate  due to  changes  in the  market  prices of its
investments.  Also,  a Fund  investment  may not  grow  as  fast as the  rate of
inflation  and stocks tend to be more  volatile  than some other  investmentsyou
could make such as bonds.  Furthermore,  the returns of a fund  concentrating on
"growth"  stocks  tend to vary more  widely  over time than  those of funds that
focus on "value"  stocks;  prices of growth stocks tend to be higher in relation
to their companies' earnings and may be more sensitive to market,  political and
economic  developments  than other  stocks,  making their prices more  volatile.
Based on the portfolios' investment styles and objectives, an investment in them
may be better  suited to investors  who seek  long-term  capital  growth and can
tolerate fluctuations in their investment's value.

   
A portfolio's trading in some stocks may be relatively  short-term,  meaning the
Fund may buy a  security  and sell it a short time  later to take  advantage  of
current  gains if it is  believed  that an  alternative  investment  may provide
greater future growth.  This activity may create higher transaction costs due to
commissions and other expenses.
    

There may be additional risks applicable to a specific  portfolio because of its
investment approach.

RISKS APPLICABLE TO ALGER AMERICAN
SMALL CAPITALIZATION PORTFOLIO

   
An additional risk of investing in the portfolio is:
    

o  the  possibility  of greater  risk by  investing  in smaller,  less  seasoned
   companies  rather  than  larger,  more  established  companies  owing to such
   factors as inexperienced management and limited financial resources

RISKS APPLICABLE TO ALGER AMERICAN
MIDCAP GROWTH PORTFOLIO

   
An additional risk of investing in the portfolio is:

o  the possibility of greater risk by investing in medium-sized companies rather
   than  larger,   more   established   companies   owing  to  such  factors  as
   inexperienced management and limited financial resources
    

RISKS APPLICABLE TO ALGER AMERICAN GROWTH PORTFOLIO

The portfolio's primary risks are those summarized above in "Risks Applicable to
All Portfolios."

RISKS APPLICABLE TO ALGER AMERICAN
LEVERAGED ALLCAP PORTFOLIO

   
An additional risk of investing in the portfolio is:
    

o  the risk that the cost of borrowing money to leverage will exceed the returns
   for the securities purchased or that the securities purchased may actually go
   down in value;  thus,  the  portfolio's  net asset  value can  decrease  more
   quickly than if the portfolio had not borrowed

RISKS APPLICABLE TO ALGER AMERICAN
INCOME & GROWTH PORTFOLIO

   
An additional risk of investing in the portfolio is:
    

o  the  possibility  that companies may cut or fail to declare  dividends due to
   market downturns or other reasons

[GRAPHIC OMITTED]

PERFORMANCE

   
The following bar charts show the changes in each  portfolio's  performance from
year to year and give you some indication of the risks of investing in the Fund.
They assume reinvestment of dividends and distributions.
    

The Average  Annual Total Return tables compare a portfolio's  performance  over
several periods with that of an appropriate  benchmark index. The annual returns
assume  reinvestment  of  dividends  and  distributions.  Remember  that  how  a
portfolio has performed in the past is not  necessarily  an indication of how it
will  perform in the  future. 
   
The  performance  disclosed  in these  charts does not reflect separate  account
charges which, if reflected, would lower returns.
    
Each index used in the tables is a broad index  designed  to track a  particular
market or market  segment.  No expenses or fees are reflected in the returns for
the  indexes,   which  are  unmanaged.   All  returns  for  the  indexes  assume
reinvestment of dividends and interest of the underlying securities that make up
the respective index.

o  S&P 500 Index(R):  An index of large company  common stocks  considered to be
   representative of the U.S. stock market in general.

o  Russell 2000 Growth  Index(R):  An index of common  stocks  designed to track
   performance of small capitalization companies.

o  S&P  Midcap  400  Index(R):  An  index of  common  stocks  designed  to track
   performance of medium capitalization companies.

                                                                               3

<PAGE>


ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]
   
64.48   8.71   57.54   3.55    13.28    -4.38    44.31     4.18    11.39   15.53
- -----  -----   -----   ----    -----    -----    -----    -----    -----   -----
 89      90      91     92       93       94       95       96       97      98
    

Best Quarter:      25.73%     Q1    1991
Worst Quarter:    -20.72%     Q3    1990

Average Annual Total Return as of December 31, 1998

                                                Since
                                              Inception
                    1 Year   5 Years 10 Years (9/21/88)
- -------------------------------------------------------
American Small
  Capitalization     15.53%    13.09%  19.85%   18.86%
Russell 2000 Growth
  Index(R)            1.23%    10.22%  11.54%   11.22%



ALGER AMERICAN GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]


4.14    40.39     12.38    22.47     1.45      36.37    13.35    25.75    48.07
- ----   ------     -----    -----     ----      -----    -----    -----    -----
 90      91        92       93        94         95       96       97       98


Best Quarter:       25.93%    Q4      1998
Worst Quarter:     -16.21%    Q3      1990

Average Annual Total Return as of December 31, 1998


                                                 Since
                                               Inception
                            1 Year   5 Years    (1/9/89)
- ----------------------------------------------------------
American Growth             48.07%   23.90%     22.03%
S&P 500 Index(R)            28.58%   24.06%     19.05%


ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)


- -1.54    44.45    11.9   15.01     30.30
- -----    -----    ----   -----     -----
  94       95      96      97       98

Best Quarter:     27.07%     Q4     1998
Worst Quarter:   -14.91%     Q3     1998

Average Annual Total Return as of December 31, 1998

                                               Since
                                             Inception
                            1 Year   5 Years (5/3/93)
- ------------------------------------------------------
American MidCap             30.30%   18.98%   23.50%
S&P Midcap 400 Index        19.11%   18.84%   18.99%


ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]

12.04     19.68     57.83
- -----     -----     -----
 96        97        98

Best Quarter:       31.95%    Q4      1998
Worst Quarter:      -5.70%    Q4      1997

Average Annual Total Return as of December 31, 1998

                                         Since
                                       Inception
                            1 Year     (1/25/95)
- --------------------------------------------------
American Leveraged
  AllCap                    57.83%      39.34%
S&P 500 Index(R)            28.58%      30.43%



4

<PAGE>


ALGER AMERICAN INCOME & GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]

   
7.40    0.28    23.51    8.64   10.34   -8.28   35.13   19.68    36.29    32.39
- ---     ----    -----    ----   -----   -----   -----   -----    -----    -----
89       90       91      92      93      94      95      96       97       98
    

Best Quarter:     21.37%   Q4       1998
Worst Quarter:   -13.94%   Q3       1990

Average Annual Total Return as of December 31, 1998

                                                  Since
                                                Inception
                   1 Year   5 Years  10 Years   (11/15/88)
- -----------------------------------------------------------
American
  Income & Growth   32.39%  21.76%    15.62%     15.51%
S&P 500 Index(R)    28.58%  24.06%    19.21%     19.06%


[GRAPHIC OMITTED]

FEES AND EXPENSES

Investors  incur certain fees and expenses in  connection  with an investment in
the Fund. The following  table shows the fees and expenses that you may incur if
you buy and hold shares of the portfolios.



   
<TABLE>
<CAPTION>
                                                                              ANNUAL FUND OPERATING
                                                                              EXPENSES
                                                                              (expenses that are deducted
                                                                              from Fund assets)
                         SHAREHOLDER FEES
                     (fees paid directly from                                                          TOTAL ANNUAL FUND
                         your investment)       Management Fees   Distribution Fees   Other Expenses   OPERATING EXPENSES
=========================================================================================================================
<S>                            <C>                    <C>                <C>               <C>                <C>
Alger American Small           None                   .85%               None              .04%               .89%
Capitalization
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .80%               None              .04%               .84%
MidCap Growth
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .75%               None              .04%               .79%
Growth
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .85%               None              .11%*              .96%
Leveraged AllCap
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                  .635%               None             .075%               .70%
Income & Growth
Portfolio
</TABLE>
    

*INCLUDED IN OTHER EXPENSES IS 0.03% OF INTEREST EXPENSE.




                                                                               5
<PAGE>

EXAMPLE

   
The  following  example,  which  reflects  the  shareholder  fees and  operating
expenses listed in the preceding table, is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual funds.

The example  assumes  that you invest  $10,000 in the Fund for the time  periods
indicated.  The example also assumes that your  investment  has a 5% return each
year and that the  Fund's  operating  expenses  remain  the same as in the prior
table.  The figures  shown would be the same whether or not you sold your shares
at the end of each  period.  Although  your actual costs may be higher or lower,
based on these assumptions your costs would be:
    

   
                             1 Year   3 Years   5 Years     10 Years
- --------------------------------------------------------------------------------
  Alger American Small        $91      $284      $493        $1,096
  Capitalization
  Portfolio

  Alger American              $86      $268      $466        $1,037
  MidCap Growth
  Portfolio

  Alger American              $81      $252      $439          $978
  Growth
  Portfolio

  Alger American              $98      $306      $531        $1,178
  Leveraged AllCap
  Portfolio

  Alger American              $72      $224      $390          $871
  Income &Growth
  Portfolio
    

The example above does not reflect charges and deductions  which are, or may be,
imposed under variable annuity contracts,  variable life insurance policies,  or
pension or retirement  plans.  Such charges and  deductions are described in the
prospectus  for the contract or policy  accompanying  this  prospectus or in the
Plan documents.

ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENTS

   
Each portfolio may invest up to 100% of its assets in cash, high-grade bonds, or
cash  equivalents for temporary  defensive  reasons if the Manager believes that
adverse market or other  conditions  warrant.  This is to attempt to protect the
portfolio's  assets  from a  temporary  unacceptable  risk of loss,  rather than
directly to promote the portfolio's investment objective.  The portfolio may not
achieve its objective during such periods.
    

Other  securities  the  portfolios  may  invest in are  discussed  in the Fund's
Statement of Additional Information (see back cover).

[GRAPHIC OMITTED]

MANAGEMENT AND ORGANIZATION

MANAGER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048

   
The Manager has been an investment  adviser since 1964, and manages  investments
totaling  (at  12/31/98)  $6.64  billion in mutual  fund assets as well as $3.95
billion  in  other  assets.   The  Manager  is  responsible  for  managing  each
portfolio's   assets   according  to  its  goal  and  for  placing  orders  with
broker-dealers to purchase and sell securities on behalf of the portfolios.  The
Fund has had the same manager  since  inception  and, for the most recent fiscal
year,  the  portfolios  paid the Manager  fees at these  annual rates based on a
percentage  of average  daily net assets:  Small  Capitalization  and  Leveraged
AllCap Portfolios -- .85%;  MidCap Growth  Portfolio--.80%;  Growth  Portfolio--
 .75%; Income & Growth Portfolio-- .625%.
    

PORTFOLIO MANAGERS

   
David Alger, Seilai Khoo and Ron Tartaro are the individuals responsible for the
day-to-day  management of the portfolios'  investments.  Mr. Alger, a manager of
all of the portfolios since their inception, has been employed by the Manager as
Executive  Vice  President and Director of Research since 1971, and as President
since 1995.  Ms. Khoo, a co-manager  of the Small  Capitalization  and Leveraged
AllCap  Portfolios,  has been  employed by the Manager  since 1989,  as a senior
research  analyst until 1995 and as a Senior Vice President and co-manager since
1995. Mr. Tartaro, a co-manager of the MidCap Growth, Income & Growth and Growth
Portfolios,  has been employed by the Manager  since 1990, as a senior  research
analyst until 1995 and as a Senior Vice President and co-manager since 1995.
    

YEAR 2000

   
The Fund's Manager and  Distributor  (Fred Alger & Company,  Incorporated)  have
advised  the Fund that they are  implementing  a Year 2000 plan to  address  any
issues arising from computer systems' potentially  erroneous reading of dates in
the year 2000.  Specifically,  they are in the  process of  confirming  that the
Fund's  service  providers are resolving any Year 2000 issues as the  millennium
approaches.  While there can be no assurance that there will be no impairment of
services  at that time,  currently,  it is not  anticipated  that  shareholders'
investments  in the Fund will be impacted  negatively  as a result of the Fund's
Year 2000  transition.  However,  people and resources have been devoted to this
important review.
    
6

<PAGE>

Year 2000 issues, real or perceived, may also adversely affect stock prices. The
Manager intends to review SEC filings and other Year 2000 readiness  information
from companies in which the Fund may invest significantly,  as well as readiness
information  from  other  sources.  The  Manager  and the Fund have no reason to
believe that such measures  will not be  sufficient to avoid a material  adverse
effect on the Fund's  investments,  although there can be no assurance that they
will be.

[GRAPHIC OMITTED]

SHAREHOLDER INFORMATION

DISTRIBUTOR

Fred Alger & Company, Incorporated
30 Montgomery Street
Jersey City, NJ 07302

TRANSFER AGENT

Alger Shareholder Services, Inc.
30 Montgomery Street
Jersey City, NJ 07302

   
NET ASSET VALUE
The  price of one  share  is its "net  asset  value",  or NAV.  The NAV for each
portfolio is calculated as of the close of business  (normally 4:00 p.m. Eastern
time) every day the New York Stock Exchange is open. Generally,  the Exchange is
closed on weekends  and various  national  holidays.  It may close on other days
from time to time.
    

The Fund  generally  values the assets of each  portfolio on the basis of market
quotations or, where market quotations are not readily  available,  on the basis
of fair value as  determined  by the  Manager  under  procedures  adopted by the
Fund's  Board of  Trustees.  Short-term  money  market  instruments  held by the
portfolios are valued on the basis of amortized cost.

   
DIVIDENDS AND
DISTRIBUTIONS
The Fund  declares  and  pays  dividends  and  distributions  by the  portfolios
annually.  The Fund  expects  that these annual  payments to  shareholders  will
consist of both capital gains and net investment income.
    

Participants in variable annuity  contracts,  variable life insurance  policies,
and qualified  pension and retirement  plans  ordinarily  will not be subject to
taxation on dividends from net investment  income and net realized capital gains
until they receive a  distribution  of the dividends  from their plan  accounts.
Generally,  distributions from these investment vehicles are taxable as ordinary
income at the rate applicable to each participant at the time of distribution.In
certain cases,  distributions  made to a participant  prior to the participant's
reaching  age  59-1/2  are  subject to a penalty  tax  equivalent  to 10% of the
distributed  amount,  in  addition  to the  ordinary  income tax payable on such
amount.

Because  everyone's  tax situation is unique,  see a tax advisor about  federal,
state and local tax consequences of investing in the Fund.

NAV  (NET  ASSET  VALUE)  IS  COMPUTED  BY  ADDING  TOGETHER  THE  VALUE  OF THE
PORTFOLIO'S INVESTMENTS PLUS CASH AND OTHER ASSETS,  SUBTRACTING ITS LIABILITIES
AND THEN DIVIDING THE RESULT BY THE NUMBER OF ITS OUTSTANDING SHARES.

PURCHASING AND REDEEMING FUND SHARES

The Fund is an investment  vehicle for variable  annuity  contracts and variable
life  insurance  policies  offered by the  separate  accounts of life  insurance
companies,  as well as qualified  pension and  retirement  plans.  An individual
cannot invest in a portfolio  directly,  but may do so only through one of these
sources.  The Fund's  shares are held in the names of the separate  accounts and
plans.

   
Shares of the Fund can be  purchased  or  redeemed on any day the New York Stock
Exchange is open.  They will be processed at the NAV next  calculated  after the
purchase or redemption  request is received in good order by the Transfer Agent.
All orders for purchase of shares are subject to  acceptance  by the Fund or its
Transfer Agent.  The Transfer Agent pays for redemptions  within 7 days after it
accepts a redemption request.
    

The Fund may redeem some shares "in kind", which means that some of the proceeds
will be paid with securities the Fund owns instead of cash.



                                                                               7


<PAGE>


[GRAPHIC OMITTED]

FINANCIAL HIGHLIGHTS

   
The  financial  highlights  table  is  intended  to  help  you  understand  each
portfolio's  financial  performance for the periods shown.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent  the rate  that an  investor  would  have  earned or lost on an
investment   in  the  Fund   (assuming   reinvestment   of  all   dividends  and
distributions).  The financial  highlights for the years ended December 31, 1990
through 1998 have been audited by Arthur  Andersen  LLP, the Fund's  independent
public accountants.  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.   Arthur  Andersen  LLP's  report,  along  with  the  Fund's  financial
statements, are included in the Annual Report, which is available upon request.
    


ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR

   
<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>              <C>          <C>             <C>            <C>
Net asset value, beginning of year      $    43.75       $  40.91     $    39.41      $  27.31       $  30.88
                                        ----------       --------     ----------      --------       --------
Net investment income (loss)                 (0.02)         (0.05)(i)      (0.04)(i)     (0.09)         (0.03)(i)
Net realized and unrealized gain (loss)
 on investments                               6.30           4.45           1.70         12.19          (1.45)
                                        ----------       --------     ----------      --------       --------
Total from investment operations              6.28           4.40           1.66         12.10          (1.48)
                                        ----------       --------     ----------      --------       --------
Dividends from net investment income            --             --             --            --             --
Distributions from net realized gains        (6.06)         (1.56)         (0.16)           --          (2.09)
                                        ----------       --------     ----------      --------       --------
Total distributions                          (6.06)         (1.56)         (0.16)           --          (2.09)
                                        ----------       --------     ----------      --------       --------
Net asset value, end of year            $    43.97       $  43.75     $    40.91      $  39.41        $ 27.31
                                        ==========       ========     ==========      ========       ========
Total Return                                15.53%         11.39%          4.18%        44.31%         (4.38%)
                                        ==========       ========     ==========      ========       ========
Ratios and Supplemental Data:
 Net assets, end of year 
     (000's omitted)                     1,216,584       $997,586     $1,469,518      $984,212       $397,037
                                        ==========       ========     ==========      ========       ========
 Ratio of expenses to average net assets     0.89%          0.89%          0.88%         0.92%          0.96%
                                        ==========       ========     ==========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                     (0.20%)        (0.12%)        (0.09%)       (0.48%)        (0.10%)
                                        ==========       ========     ==========      ========       ========
 Portfolio Turnover Rate                   142.90%        104.43%        110.04%        80.66%        117.61%
                                        ==========       ========     ==========      ========       ========
</TABLE>
    



8

<PAGE>


<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990           1989
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  27.26       $  26.79       $  17.02      $  15.79       $   9.60
                                          --------       --------       --------      --------       --------
Net investment income (loss)                 (0.05)         (0.06)         (0.03)         0.02           0.04
Net realized and unrealized gain (loss)
 on investments                               3.67           0.91           9.82          1.35           6.15
                                          --------       --------       --------      --------       --------
Total from investment operations              3.62           0.85           9.79          1.37           6.19
                                          --------       --------       --------      --------       --------
Dividends from net investment income            --             --          (0.02)        (0.01)            --
Distributions from net realized gains           --          (0.38)            --         (0.13)            --
                                          --------       --------       --------      --------       --------
Total distributions                             --          (0.38)         (0.02)        (0.14)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  30.88       $  27.26       $  26.79      $  17.02       $  15.79
                                          ========       ========       ========      ========       ========
Total Return                                13.28%          3.55%         57.54%         8.71%         64.48%(ii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
 Net assets, end of year (000's omitted)  $238,850       $135,718       $ 56,798      $  7,149       $    569
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     1.03%          0.98%          1.06%         1.50%(iii)     1.50%(iii)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                     (0.35%)        (0.37%)        (0.12%)        0.50%          1.11%
                                          ========       ========       ========      ========       ========
  Portfolio Turnover Rate                   148.07%        108.06%        125.90%       132.46%        133.61%
                                          ========       ========       ========      ========       ========
</TABLE>

  (i) Amount was computed based on average shares outstanding during the year
 (ii) Unaudited
   
(iii) Amounts have been reduced by 0.33% and 9.15% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    

                                                                               9

<PAGE>


ALGER AMERICAN GROWTH PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- --------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>            <C>              <C>           <C>            <C>
Net asset value, beginning of period    $    42.76     $    34.33       $  31.16      $  23.13       $  24.67
                                        ----------     ----------       --------      --------       --------
Net investment income (loss)                  0.09           0.13           0.12          0.02           0.07
Net realized and unrealized gain (loss)
 on investments                              18.32           8.66           4.00          8.33           0.15
                                        ----------     ----------       --------      --------       --------
Total from investment operations             18.41           8.79           4.12          8.35           0.22
                                        ----------     ----------       --------      --------       --------
Dividends from net investment income         (0.13)         (0.13)         (0.02)        (0.07)         (0.03)
Distributions from net realized gains        (7.82)         (0.23)         (0.93)        (0.25)         (1.73)
                                        ----------     ----------       --------      --------       --------
Total Distributions                          (7.95)         (0.36)         (0.95)        (0.32)         (1.76)
                                        ----------     ----------       --------      --------       --------
Net asset value, end of period          $    53.22        $ 42.76        $ 34.33       $ 31.16        $ 23.13
                                        ==========     ==========       ========      ========       ========
Total Return                                48.07%         25.75%         13.35%        36.37%          1.45%
                                        ==========     ==========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                        $1,905,719     $1,072,529       $991,028      $502,974       $150,390
                                        ==========     ==========       ========      ========       ========

 RATIO OF EXPENSES TO AVERAGE NET ASSETS     0.79%          0.79%          0.79%         0.85%          0.86%
                                        ==========     ==========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.27%          0.50%         0.18%          0.48%
                                        ==========     ==========       ========      ========       ========
 Portfolio Turnover Rate                   127.38%        129.50%         82.86%       118.33%        111.76%
                                        ==========     ==========       ========      ========       ========
</TABLE>





10

<PAGE>
   

<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                  January 9, 1989
                                                                                                   (commencement
                                                                                                 of operations) to
                                          Year Ended December 31,                                  December 31,
- ------------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990         1989(ii)
                                            -----          -----          -----         -----         -------
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of period      $  20.17       $  18.00       $  12.86      $  12.41       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income (loss)                  0.03           0.03           0.08(i)       0.07           0.09
Net realized and unrealized gain (loss)
 on investments                               4.50           2.19           5.11          0.44           2.32
                                          --------       --------       --------      --------       --------
Total from investment operations              4.53           2.22           5.19          0.51           2.41
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.03)         (0.03)         (0.05)        (0.06)            --
Distributions from net realized gains           --          (0.02)            --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.03)         (0.05)         (0.05)        (0.06)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of period            $  24.67       $  20.17       $  18.00      $  12.86       $  12.41
                                          ========       ========       ========      ========       ========
Total Return                                22.47%         12.38%         40.39%         4.14%         24.10%(iii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:

Net assets, end of period 
 000's omitted)                           $ 74,878       $ 30,316       $ 10,094      $  1,228       $    171
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.97%          0.99%          1.29%         1.50%(iv)      1.50%(iv)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.33%          0.52%         1.69%          1.30%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   112.64%         63.91%         58.95%        86.77%         79.59%
                                           ========       ========       ========      ========       ========
</TABLE>
    

 (i)  Amount was computed based on average shares outstanding during the period.
 (ii) Ratios have been annualized; total return has not been annualized
(iii) Unaudited
   
 (iv) Amounts have been reduced by 2.31% and 7.32% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    



                                                                              11

<PAGE>


ALGER AMERICAN INCOME & GROWTH PORTFOLIO
   
For a share outstanding throughout the year

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- -------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  10.99        $  8.42       $  17.79      $  13.30       $  15.31
                                          --------       --------       --------      --------       --------
Net investment income                         0.03           0.03           0.09(ii)      0.11(ii)       0.17
Net realized and unrealized gain (loss)
 on investments                               3.30           2.94           1.87          4.54          (1.47)
                                          --------       --------       --------      --------       --------
Total from investment operations              3.33           2.97           1.96          4.65          (1.30)
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.04)         (0.04)         (0.33)        (0.16)         (0.15)
Distributions from net realized gains        (1.16)         (0.36)        (11.00)           --          (0.56)
                                          --------       --------       --------      --------       --------
Total Distributions                          (1.20)         (0.40)        (11.33)        (0.16)         (0.71)
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  13.12       $  10.99        $  8.42      $  17.79       $  13.30
                                          ========       ========       ========      ========       ========
Total Return                                32.39%         36.29%         19.68%        35.13%         (8.28%)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $ 77,926       $ 47,399       $ 20,910      $  8,639       $ 29,135
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.70%          0.74%          0.81%         0.75%          0.75%
                                          ========       ========       ========      ========       ========
 Decrease reflected in above expense
  ratios due to expense reimbursements         --              --             --            --             --
                                          ========       ========       ========      ========       ========
 Ratio of net investment income to
  average net assets                         0.31%          0.56%          0.94%         0.61%          1.22%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   131.67%        150.09%        121.60%       164.05%        177.97%
                                          ========       ========       ========      ========       ========
</TABLE>
    



12


<PAGE>

   
<TABLE>
<CAPTION>
                                                                Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990           1989
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  13.93       $  13.08       $  10.67      $  10.74       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income                         0.07           0.08           0.09          0.11           0.18
Net realized and unrealized gain (loss)
 on investments                               1.37           1.02           2.41         (0.08)          0.56
                                          --------       --------       --------      --------       --------
Total from investment operations              1.44           1.10           2.50          0.03           0.74
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.06)         (0.12)         (0.09)        (0.10)            --
Distributions from net realized gains           --          (0.13)            --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.06)         (0.25)         (0.09)        (0.10)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  15.31       $  13.93       $  13.08      $  10.67       $  10.74
                                          ========       ========       ========      ========       ========
Total Return                                10.34%          8.64%         23.51%         0.28%          7.40%(i)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $ 31,895       $  8,671       $  2,663      $    436       $     98
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.97%          1.25%          1.25%         1.25%          1.25%
                                          ========       ========       ========      ========       ========
 Decrease reflected in above expense
  ratios due to expense reimbursements          --          0.01%          0.66%         5.41%         23.72%
                                          ========       ========       ========      ========       ========
 Ratio of net investment income to
  average net assets                         1.51%          1.62%          2.54%         3.61%          7.36%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   105.80%        100.62%         61.11%        56.90%             --
                                          ========       ========       ========      ========       ========
</TABLE>
    
 
 (i) Unaudited.
 (ii) Amount was computed based on average shares outstanding during the period.


                                                                              13


<PAGE>
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                 January 25, 1995
                                                                                                   (commencement
                                                                                                 of operations) to
                                                                       Year Ended December 31,     December 31,
- --------------------------------------------------------------------------------------------------------------------
                                                                  1998       1997        1996       1995(i)
                                                                  -----      -----       -----      -------
<S>                                                              <C>        <C>         <C>          <C>
Net asset value, beginning of period                             $   23.17  $   19.36     $ 17.43     $ 10.00
                                                                 ---------  ---------   ---------    --------
Net investment income (loss)                                         (0.05)     (0.03)      (0.03)(ii)  (0.03)
Net realized and unrealized gain on investments                      12.99       3.84        2.14        7.46
                                                                 ---------  ---------   ---------    --------
Total from investment operations                                     12.94       3.81        2.11        7.43
Distributions from net realized gains                                (1.21)        --       (0.18)         --
                                                                 ---------  ---------   ---------    --------
Net asset value, end of period                                   $   34.90   $  23.17     $ 19.36      $17.43
                                                                 =========  =========   =========    ========
Total Return                                                        57.83%     19.68%      12.04%      74.30%
                                                                 =========  =========   =========    ========
Ratios and Supplemental Data:
 Net assets, end of period (000's omitted)                       $ 101,710  $  53,488    $ 34,925     $ 5,497
                                                                 =========  =========   =========    ========
 Ratio of expenses excluding interest
  to average net assets                                              0.93%      0.96%       1.06%       1.50%
                                                                 =========  =========   =========    ========
 Ratio of expenses including interest
  to average net assets                                              0.96%      1.00%       1.09%       1.56%(iii)
                                                                 =========  =========   =========    ========
 Ratio of net investment income (loss)
  to average net assets                                             (0.27%)    (0.17%)     (0.15%)     (0.71%)
                                                                 =========  =========   =========    ========
 Portfolio Turnover Rate                                           143.59%    164.27%     102.10%     178.23%
                                                                 =========  =========   =========    ========
 Amount of debt outstanding at end of period                            --         --          --          --
                                                                 =========  =========   =========    ========
 Average amount of debt outstanding during the period            $ 246,101  $ 201,644   $  76,079    $  8,122
                                                                 =========  =========   =========    ========
 Average daily number of shares outstanding
  during the period                                              2,480,478  2,135,458   1,107,187      75,460
                                                                 =========  =========   =========    ========
 Average amount of debt per share during the period              $    0.10  $    0.09   $    0.07    $   0.11
                                                                 =========  =========   =========    ========
</TABLE>

  (i) Ratios have been annualized; total return has not been annualized.
 (ii) Amount was computed based on average shares outstanding during the year.
(iii) Amount has been reduced by 2.36% due to expense reimbursements.





14

<PAGE>


ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

   
<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                    May 3, 1993
                                                                                                   (commencement
                                                                                                 of operations) to
                                                           Year Ended December 31,                 December 31,
- -------------------------------------------------------------------------------------------------------------------
                                            1998        1997        1996       1995        1994       1993(i)
                                            -----       -----       -----      -----       -----      -------
<S>                                       <C>         <C>         <C>        <C>          <C>         <C>
Net asset value, beginning of period      $  24.18     $ 21.35     $ 19.44   $  13.46     $ 13.72     $ 10.00
                                          --------    --------    --------   --------     -------     -------
Net investment income (loss)                  0.00(ii)   (0.04)       0.03      (0.03)       0.00(ii)   (0.02)
Net realized and unrealized gain (loss)
 on investments                               6.95        3.20        2.29       6.01       (0.21)       3.88
                                          --------    --------    --------   --------     -------     -------
Total from investment operations              6.95        3.16        2.32       5.98       (0.21)       3.86
                                          --------    --------    --------   --------     -------     -------
Dividends from net investment income            --       (0.01)         --         --          --           --
Distributions from net realized gains        (2.26)      (0.32)      (0.41)        --       (0.05)      (0.14)
                                          --------    --------    --------   --------     -------     -------
Total Distributions                          (2.26)      (0.33)      (0.41)        --       (0.05)      (0.14)
                                          --------    --------    --------   --------     -------     -------
Net asset value, end of period            $  28.87    $  24.18    $  21.35   $  19.44     $ 13.46     $ 13.72
                                          ========    ========    ========   ========     =======     =======
Total Return                                30.30%      15.01%      11.90%     44.45%      (1.54%)     38.67%
                                          ========    ========    ========   ========     =======     =======
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $689,571    $444,967    $394,847   $185,349     $62,178     $21,301
                                          ========    ========    ========   ========     =======     =======
 Ratio of expenses to average net assets     0.84%       0.84%       0.84%      0.90%       0.97%       1.50%(iii)
                                          ========    ========    ========   ========     =======     =======
 Ratio of net investment income (loss)
  to average net assets                      0.00%      (0.15%)      0.08%     (0.25%)      0.03%      (0.58%)
                                          ========    ========    ========   ========     =======     =======
 Portfolio Turnover Rate                   152.21%     151.98%      90.97%    104.74%      83.96%      67.22%
                                          ========    ========    ========   ========     =======     =======
</TABLE>
    

  (i) Ratios have been annualized; total return has not been annualized.
 (ii) Amount was computed based on average shares outstanding durin the period.
   
(iii) Amounts have been reduced by 0.33% due to expense reimbursements.
    


<PAGE>


FOR FUND INFORMATION:

By telephone:   1-800-992-3863

By mail:        The Alger American Fund
                1 World Trade Center
                Suite 9333
                New York, NY 10048

STATEMENT OF ADDITIONAL INFORMATION

For more detailed  information about the Fund and its policies,  please read the
Statement of Additional Information, which is incorporated by reference into (is
legally  made a part  of)  this  Prospectus.  You  can  get a free  copy  of the
Statement of Additional Information by calling the Fund's toll-free number or by
writing to the address above. The Statement of Additional Information is on file
with the Securities and Exchange Commission.

ANNUAL AND SEMI-ANNUAL REPORTS

   
Additional  information about the Fund's  investments is available in the Fund's
annual and semi-annual reports to shareholders.  In the Fund's annual report you
will find a discussion of the market  conditions and investment  strategies that
significantly  affected the Fund's  performance during the period covered by the
report. You can receive free copies of these reports,  and make inquiries to the
Fund, by calling the Fund's toll-free number or by writing to the address above.
    

Another way you can obtain copies is by visiting the SEC's Public Reference Room
or by  forwarding  your  request  and a  duplicating  fee  to the  SEC's  Public
Reference Section,  Washington,  DC 20549-6009.  Information on the operation of
the Public Reference Room is available by calling 1-800-SEC-0330.

DISTRIBUTOR: FRED ALGER & COMPANY, INCORPORATED















THE ALGER AMERICAN FUND
SEC FILE #811-5550]

<PAGE>


   
                                             THE ALGER  |
                                         AMERICAN FUND  |
                                                        |
                    A POOLED FUNDING VEHICLE FOR:       |
                    o VARIABLE ANNUITY CONTRACTS        |   1 WORLD TRADE CENTER
                    o VARIABLE LIFE INSURANCE POLICIES  |   SUITE 9333
                    o QUALIFIED PENSION PLANS           |   NEW YORK, NY 10048
                    o QUALIFIED RETIREMENT PLANS        |   1-800-992-3863
    


                                           PROSPECTUS

                                          MAY 1, 1999

        ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
               ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
                      ALGER AMERICAN GROWTH PORTFOLIO
            ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO









As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
determined if the  information in this  Prospectus is accurate or complete,  nor
has it approved or disapproved  these  securities.  It is a criminal  offense to
represent otherwise.

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed  by  the  Federal  Deposit  Insurance  Corporation  or by  any  other
government agency.




<PAGE>



                                                                    THE ALGER
                                                                 AMERICAN FUND

                                 ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
                                        ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
                                               ALGER AMERICAN GROWTH PORTFOLIO
                                     ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

                                                                    PROSPECTUS

                                                                   MAY 1, 1999




TABLE OF CONTENTS

2 ........... Risk/Return Summary: Investments, 
              Risks & Performance

      2 ..... Investments

              Alger American Small
                 Capitalization Portfolio        2
              Alger American MidCap
                 Growth Portfolio                2
              Alger American Growth Portfolio    2
              Alger American Leveraged
                 AllCap Portfolio                2

      3 ..... Principal Risks

              Alger American Small
                 Capitalization Portfolio        3
              Alger American MidCap
                 Growth Portfolio                3
              Alger American Growth Portfolio    3
              Alger American Leveraged
                 AllCap Portfolio                3

      3 ..... Performance

              Alger American Small
                 Capitalization Portfolio        4
              Alger American MidCap
                 Growth Portfolio                4
              Alger American Growth Portfolio    4
              Alger American Leveraged
                 AllCap Portfolio                4

      5 ..... Fees and Expenses

      5 ..... Management & Organization

      6 ..... Shareholder Information
   
              Distributor                        6
    
              Transfer Agent                     6
              Purchasing and Redeeming
                 Fund Shares                     7

      8 ....  Financial Highlights

Back Cover:   How to obtain more information


<PAGE>


[GRAPHIC OMITTED]

RISK/RETURN SUMMARY: INVESTMENTS, RISKS & PERFORMANCE

INVESTMENTS: THE ALGER AMERICAN FUND

The  investment  goal  and  primary  approach  of each  portfolio  is  discussed
individually below. All of the portfolios invest primarily in equity securities,
such as common or preferred stocks, which are listed on U.S. exchanges or in the
over-the-counter  market.  They invest primarily in "growth" stocks.  The Fund's
Manager, Fred Alger Management, Inc., believes that these companies tend to fall
into one of two categories:

o  High Unit  Volume Growth

   Vital,  creative  companies  which  offer  goods  or  services  to a  rapidly
   expanding  marketplace.  They include both  established  and emerging  firms,
   offering new or improved  products,  or firms simply  fulfilling an increased
   demand for an existing line.

o  Positive Life Cycle Change

   Companies   experiencing   a  major  change  which  is  expected  to  produce
   advantageous  results.  These  changes  may be as varied  as new  management,
   products or  technologies;  restructuring  or  reorganization;  or merger and
   acquisition.

   
The company's market  capitalization  will dictate in which portfolio(s) it will
be  placed.  The  market  capitalization  of a  company  is its  price per share
multiplied by its number of outstanding shares.
    

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

GOAL

The Alger  American  Small  Capitalization  Portfolio  seeks  long-term  capital
appreciation.

APPROACH

It focuses on small,  fast-growing  companies  that offer  innovative  products,
services  or  technologies  to a rapidly  expanding  marketplace.  Under  normal
circumstances, the portfolio invests primarily in the equity securities of small
capitalization  companies.  A small  capitalization  company  is one  that has a
market  capitalization  within the range of the Russell(R)  2000 Growth Index or
the S&P(R) SmallCap 600 Index.


ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

GOAL

THE ALGER AMERICAN MIDCAP GROWTH PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION.

APPROACH

It focuses on midsize  companies with promising growth  potential.  Under normal
circumstances,  the  portfolio  invests  primarily in the equity  securities  of
companies  having a market  capitalization  within the range of companies in the
S&P(R) MidCap 400 Index.

ALGER AMERICAN GROWTH PORTFOLIO

GOAL

THE ALGER AMERICAN GROWTH PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION.

APPROACH

   
It  focuses on growing  companies  that  generally  have  broad  product  lines,
markets,   financial   resources   and  depth  of   management.   Under   normal
circumstances, the portfolio invests primarily in the equity securities of large
companies.   The   portfolio   considers  a  large  company  to  have  a  market
capitalization of $1 billion or greater.
    

ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

GOAL

The  Alger  American   Leveraged  AllCap   Portfolio  seeks  long-term   capital
appreciation.

APPROACH

Under normal  circumstances,  the portfolio  invests in the equity securities of
companies of any size which demonstrate promising growth potential.

   
The portfolio can leverage,  that is, borrow money, up to one-third of its total
assets to buy additional  securities.  By borrowing money, the portfolio has the
potential to increase its returns if the increase in the value of the securities
purchased  exceeds the cost of borrowing,  including  interest paid on the money
borrowed.
    


2

<PAGE>

[GRAPHIC OMITTED]

PRINCIPAL RISKS

RISKS APPLICABLE TO ALL PORTFOLIOS

As with any fund that invests in stocks,  your  investment will go up or down in
value,  and the loss of your  investment is a risk of  investing.  A portfolio's
price per share  will  fluctuate  due to  changes  in the  market  prices of its
investments.  Also,  a Fund  investment  may not  grow  as  fast as the  rate of
inflation and stocks tend to be more volatile  than some other  investments  you
could make, such as bonds.  Furthermore,  the returns of a fund concentrating on
"growth"  stocks  tend to vary more  widely  over time than  those of funds that
focus on "value"  stocks;  prices of growth stocks tend to be higher in relation
to their companies' earnings and may be more sensitive to market,  political and
economic  developments  than other  stocks,  making their prices more  volatile.
Based on the portfolios' investment styles and objectives, an investment in them
may be better  suited to investors  who seek  long-term  capital  growth and can
tolerate fluctuations in their investment's value.

   
A portfolio's trading in some stocks may be relatively  short-term,  meaning the
Fund may buy a  security  and sell it a short time  later to take  advantage  of
current  gains if it is  believed  that an  alternative  investment  may provide
greater future growth.  This activity may create higher transaction costs due to
commissions and other expenses.
    

There may be additional risks applicable to a specific  portfolio because of its
investment approach.

RISKS APPLICABLE TO ALGER AMERICAN
SMALL CAPITALIZATION PORTFOLIO

   
An additional risk of investing in the portfolio is:
    

o  the  possibility  of greater  risk by  investing  in smaller,  less  seasoned
   companies  rather  than  larger,  more  established  companies  owing to such
   factors as inexperienced management and limited financial resources

RISKS APPLICABLE TO ALGER AMERICAN
MIDCAP GROWTH PORTFOLIO

   
An additional risk of investing in the portfolio is:

o  the possibility of greater risk by investing in medium-sized companies rather
   than  larger,   more   established   companies   owing  to  such  factors  as
   inexperienced management and limited financial resources
    

RISKS APPLICABLE TO ALGER AMERICAN GROWTH PORTFOLIO

The portfolio's primary risks are those summarized above in "Risks Applicable to
All Portfolios".

RISKS APPLICABLE TO ALGER AMERICAN
LEVERAGED ALLCAP PORTFOLIO

   
An additional risk of investing in the portfolio is:
    

o  the risk that the cost of borrowing money to leverage will exceed the returns
   for the securities purchased or that the securities purchased may actually go
   down in value;  thus,  the  portfolio's  net asset  value can  decrease  more
   quickly than if the portfolio had not borrowed


[GRAPHIC OMITTED]

PERFORMANCE

   
The following bar charts show the changes in each  portfolio's  performance from
year to year and give you some indication of the risks of investing in the Fund.
They assume reinvestment on dividends and distributions.
    

The Average  Annual Total Return tables compare a portfolio's  performance  over
several periods with that of an appropriate  benchmark index. The annual returns
assume  reinvestment  of  dividends  and  distributions.  Remember  that  how  a
portfolio has performed in the past is not  necessarily  an indication of how it
will perform in the future.
   
The  performance  disclosed  in these  charts does not reflect separate  account
charges which, if reflected, would lower returns.

Each index used in the tables is a broad index  designed  to track a  particular
market or market  segment.  No expenses or fees are reflected in the returns for
the  indexes,   which  are  unmanaged.   All  returns  for  the  indexes  assume
reinvestment of dividends and interest on the underlying securities that make up
the respective index.
    
o  S&P 500 Index(R):  An index of large company  common stocks  considered to be
   representative of the U.S. stock market in general.

o  Russell 2000 Growth  Index(R):  An index of common  stocks  designed to track
   performance of small capitalization companies.

o  S&P  Midcap  400  Index(R):  An  index of  common  stocks  designed  to track
   performance of medium capitalization companies.


                                                                               3

<PAGE>


ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

Annual Total Return as of December 31 each year (%)

   
64.48   8.71   57.54   3.55    13.28    -4.38    44.31     4.18    11.39   15.53
- -----  -----   -----   ----    -----    -----    -----    -----    -----   -----
 89      90      91     92       93       94       95       96       97      98
    

Best Quarter:      25.73%     Q1    1991
Worst Quarter:    -20.72%     Q3    1990

Average Annual Total Return as of December 31, 1998

                                               Since
                                             Inception
                   1 Year   5 Years 10 Years (9/21/88)
- ------------------------------------------------------
American Small
  Capitalization   15.53%    13.09%  19.85%   18.86%
Russell 2000
   Growth Index     1.23%    10.22%  11.54%   11.22%




ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)


- -1.54    44.45    11.9   15.01     30.30
- -----    -----    ----   -----     -----
  94       95      96      97       98

Best Quarter:     27.07%     Q4     1998
Worst Quarter:   -14.91%     Q3     1998

Average Annual Total Return as of December 31, 1998

                                               Since
                                             Inception
                            1 Year   5 Years (5/3/93)
- ------------------------------------------------------
American MidCap             30.30%   18.98%   23.50%
S&P Midcap 400 Index        19.11%   18.84%   18.99%




ALGER AMERICAN GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)


4.14    40.39     12.38    22.47     1.45      36.37    13.35    25.75    48.07
- ----   ------     -----    -----     ----      -----    -----    -----    -----
 90      91        92       93        94         95       96       97       98


Best Quarter:       25.93%    Q4      1998
Worst Quarter:     -16.21%    Q3      1990

Average Annual Total Return as of December 31, 1998

                                               Since
                                             Inception
                   1 Year        5 Years     (1/9/89)
- ------------------------------------------------------
American Growth    48.07%        23.90%       22.03%
S&P 500 Index      28.58%        24.06%       19.05%




ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

Annual Total Return as of December 31 each year (%)

12.04     19.68     57.83
- -----     -----     -----
 96        97        98

Best Quarter:       31.95%    Q4      1998
Worst Quarter:      -5.70%    Q4      1997

Average Annual Total Return as of December 31, 1998

                                         Since
                                       Inception
                            1 Year     (1/25/95)
- -------------------------------------------------
American Leveraged
  AllCap                    57.83%      39.34%
S&P 500 Index               28.58%      30.43%



4

<PAGE>

[GRAPHIC OMITTED]

FEES AND EXPENSES

Investors  incur certain fees and expenses in  connection  with an investment in
the Fund. The following  table shows the fees and expenses that you may incur if
you buy and hold shares of the portfolios.


<TABLE>
<CAPTION>
                                                                  ANNUAL FUND OPERATING
                                                                  EXPENSES
                                                                  (expenses that are deducted
                                                                  from Fund assets)
                         SHAREHOLDER FEES
                     (fees paid directly from                                                          TOTAL ANNUAL FUND
                         your investment)       Management Fees   Distribution Fees   Other Expenses   OPERATING EXPENSES
=========================================================================================================================
<S>                            <C>                    <C>                <C>               <C>                <C>
Alger American Small           None                   .85%               None              .04%               .89%
Capitalization
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .80%               None              .04%               .84%
MidCap Growth
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .75%               None              .04%               .79%
Growth
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .85%               None              .11%*              .96%
Leveraged AllCap
Portfolio
</TABLE>
*INCLUDED IN OTHER EXPENSES IS 0.03% OF INTEREST EXPENSE.



EXAMPLE

The  following  example,  which  reflects  the  shareholder  fees and  operating
expenses  listed above, is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

The example  assumes  that you invest  $10,000 in the Fund for the time  periods
indicated.  The example also assumes that your  investment  has a 5% return each
year and that the  Fund's  operating  expenses  remain  the same as in the prior
table.  The figures  shown would be the same whether or not you sold your shares
at the end of each  period.  Although  your actual costs may be higher or lower,
based on these assumptions your costs would be:


   
                               1 Years    3 Years      5 Years     10 Years
- --------------------------------------------------------------------------------

  Alger American Small          $91        $284         $493        $1,096
  Capitalization
  Portfolio
- --------------------------------------------------------------------------------
  Alger American                $86        $268         $466        $1,037
  MidCap Growth
  Portfolio
- --------------------------------------------------------------------------------
  Alger American                $81        $252         $439        $  978
  Growth
  Portfolio
- --------------------------------------------------------------------------------
  Alger American                $98        $306         $531        $1,178
  Leveraged AllCap
  Portfolio
    

The example above does not reflect charges and deductions  which are, or may be,
imposed under variable annuity contracts,  variable life insurance policies,  or
pension or retirement  plans.  Such charges and  deductions are described in the
prospectus  for the contract or policy  accompanying  this  prospectus or in the
Plan documents.

   
ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENTS

Each portfolio may invest up to 100% of its assets in cash, high-grade bonds, or
cash  equivalents for temporary  defensive  reasons if the Manager believes that
adverse market or other  conditions  warrant.  This is to attempt to protect the
portfolio's  assets  from a  temporary  unacceptable  risk of loss,  rather than
directly to promote the portfolio's investment objective.  The portfolio may not
achieve its objective during such periods.
    

Other  securities  the  portfolios  may  invest in are  discussed  in the Fund's
Statement of Additional Information (see back cover).

[GRAPHIC OMITTED]

MANAGEMENT AND ORGANIZATION

MANAGER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048



                                                                               5

<PAGE>

   
The Manager has been an investment  adviser since 1964, and manages  investments
totaling  (at  12/31/98)  $6.64  billion in mutual  fund assets as well as $3.95
billion  in  other  assets.   The  Manager  is  responsible  for  managing  each
portfolio's   assets   according  to  its  goal  and  for  placing  orders  with
broker-dealers to purchase and sell securities on behalf of the portfolios.  The
Fund has had the same manager  since  inception  and, for the most recent fiscal
year,  the  portfolios  paid the Manager  fees at these  annual rates based on a
percentage  of average  daily net assets:  Small  Capitalization  and  Leveraged
AllCap Portfolios--.85%; MidCap Growth Portfolio--.80%; Growth Portfolio--.75%.
    

PORTFOLIO MANAGERS

   
David Alger, Seilai Khoo and Ron Tartaro are the individuals responsible for the
day-to-day  management of the portfolios'  investments.  Mr. Alger, a manager of
all of the portfolios since their inception, has been employed by the Manager as
Executive  Vice  President and Director of Research since 1971, and as President
since 1995.  Ms. Khoo, a co-manager  of the Small  Capitalization  and Leveraged
AllCap  Portfolios,  has been  employed by the Manager  since 1989,  as a senior
research  analyst until 1995 and as a Senior Vice President and co-manager since
1995. Mr. Tartaro, a co-manager of the MidCap Growth and Growth Portfolios,  has
been employed by the Manager since 1990, as a senior research analyst until 1995
and as a Senior Vice President and co-manager since 1995.
    

YEAR 2000
   
The Fund's  Manager  and  Distributor  Fred Alger & Company,  Incorporated  have
advised  the Fund that they are  implementing  a Year 2000 plan to  address  any
issues arising from computer systems' potentially  erroneous reading of dates in
the year 2000.  Specifically,  they are in the  process of  confirming  that the
Fund's  service  providers are resolving any Year 2000 issues as the  millennium
approaches.  While there can be no assurance that there will be no impairment of
services  at that time,  currently,  it is not  anticipated  that  shareholders'
investments  in the Fund will be impacted  negatively  as a result of the Fund's
Year 2000  transition.  However,  people and resources have been devoted to this
important review.
    
Year 2000 issues, real or perceived, may also adversely affect stock prices. The
Manager intends to review SEC filings and other Year 2000 readiness  information
from companies in which the Fund may invest significantly,  as well as readiness
information  from  other  sources.  The  Manager  and the Fund have no reason to
believe that such measures  will not be  sufficient to avoid a material  adverse
effect on the Fund's  investments,  although there can be no assurance that they
will be.


[GRAPHIC OMITTED]

SHAREHOLDER INFORMATION

DISTRIBUTOR
Fred Alger & Company, Incorporated
30 Montgomery Street
Jersey City, NJ 07302


TRANSFER AGENT
Alger Shareholder Services, Inc.
30 Montgomery Street
Jersey City, NJ 07302

   
NET ASSET VALUE

The  price of one  share  is its "net  asset  value",  or NAV.  The NAV for each
portfolio is calculated as of the close of business  (normally 4:00 p.m. Eastern
time) every day the New York Stock Exchange is open. Generally,  the Exchange is
closed on weekends  and various  national  holidays.  It may close on other days
from time to time.
    

The Fund  generally  values the assets of each  portfolio on the basis of market
quotations or, where market quotations are not readily  available,  on the basis
of fair value as  determined  by the  Manager  under  procedures  adopted by the
Fund's  Board of  Trustees.  Short-term  money  market  instruments  held by the
portfolios are valued on the basis of amortized cost.

   
DIVIDENDS AND DISTRIBUTIONS
    
The Fund  declares  and  pays  dividends  and  distributions  by the  portfolios
annually.  The Fund  expects  that these annual  payments to  shareholders  will
consist of both capital gains and net investment income.
   
Participants in variable annuity  contracts,  variable life insurance  policies,
and qualified  pension and retirement  plans  ordinarily  will not be subject to
taxation on dividends  from net  investment  income and  distributions  from net
realized  capital gains until they receive a distribution  of the dividends from
their plan accounts. Generally, distributions from these investment vehicles are
taxable as ordinary  income at the rate  applicable to each  participant  at the
time of distribution.In certain cases, distributions made to a participant prior
to the participant's reaching age 59-1/2 are subject to a penalty tax equivalent
to 10% of the distributed amount, in addition to the ordinary income tax payable
on such amount.
    
Because  everyone's  tax situation is unique,  see a tax advisor about  federal,
state and local tax consequences of investing in the Fund.

NAV  (NET  ASSET  VALUE)  IS  COMPUTED  BY  ADDING  TOGETHER  THE  VALUE  OF THE
PORTFOLIO'S INVESTMENTS PLUS CASH AND OTHER ASSETS,  SUBTRACTING ITS LIABILITIES
AND THEN DIVIDING THE RESULT BY THE NUMBER OF ITS OUTSTANDING SHARES.


6

<PAGE>

PURCHASING AND REDEEMING FUND SHARES

The Fund is an investment  vehicle for variable  annuity  contracts and variable
life  insurance  policies  offered by the  separate  accounts of life  insurance
companies,  as well as qualified  pension and  retirement  plans.  An individual
cannot invest in a portfolio  directly,  but may do so only through one of these
sources.  The Fund's  shares are held in the names of the separate  accounts and
plans.

   
Shares of the Fund can be  purchased  or  redeemed on any day the New York Stock
Exchange is open.  They will be processed at the NAV next  calculated  after the
purchase or redemption  request is received in good order by the Transfer Agent.
All orders for purchase of shares are subject to  acceptance  by the Fund or its
Transfer Agent.  The Transfer Agent pays for redemptions  within 7 days after it
accepts a redemption request.
    

The Fund may redeem some shares "in kind", which means that some of the proceeds
will be paid with securities the Fund owns instead of cash.









                                                                               7


<PAGE>

[GRAPHIC OMITTED]

FINANCIAL HIGHLIGHTS



   
The  financial  highlights  table  is  intended  to  help  you  understand  each
portfolio's  financial  performance for the periods shown.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent  the rate  that an  investor  would  have  earned or lost on an
investment   in  the  Fund   (assuming   reinvestment   of  all   dividends  and
distributions).  The financial  highlights for the years ended December 31, 1990
through 1998 have been audited by Arthur  Andersen  LLP, the Fund's  independent
public accountants.  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.   Arthur  Andersen  LLP's  report,  along  with  the  Fund's  financial
statements, are included in the Annual Report, which is available upon request.
    

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>              <C>          <C>             <C>            <C>
Net asset value, beginning of year      $    43.75       $  40.91     $    39.41      $  27.31       $  30.88
                                        ----------       --------     ----------      --------       --------
Net investment income (loss)                 (0.02)         (0.05)(i)      (0.04)(i)     (0.09)         (0.03)(i)
Net realized and unrealized gain (loss)
 on investments                               6.30           4.45           1.70         12.19          (1.45)
                                        ----------       --------     ----------      --------       --------
Total from investment operations              6.28           4.40           1.66         12.10          (1.48)
                                        ----------       --------     ----------      --------       --------
Dividends from net investment income            --             --             --            --             --
Distributions from net realized gains        (6.06)         (1.56)         (0.16)           --          (2.09)

                                        ----------       --------     ----------      --------       --------
Total distributions                          (6.06)         (1.56)         (0.16)           --          (2.09)
                                        ----------       --------     ----------      --------       --------
Net asset value, end of year            $    43.97       $  43.75     $    40.91      $  39.41       $  27.31
                                        ==========       ========     ==========      ========       ========
Total Return                                15.53%         11.39%          4.18%        44.31%         (4.38%)
                                        ==========       ========     ==========      ========       ========
Ratios and Supplemental Data:

 Net assets, end of year 
     (000's omitted)                     1,216,584       $997,586     $1,469,518      $984,212       $397,037
                                        ==========       ========     ==========      ========       ========
 Ratio of expenses to average net assets     0.89%          0.89%          0.88%         0.92%          0.96%
                                        ==========       ========     ==========      ========       ========
 Ratio of net investment income (loss)

  to average net assets                     (0.20%)        (0.12%)        (0.09%)       (0.48%)        (0.10%)
                                        ==========       ========     ==========      ========       ========
 Portfolio Turnover Rate                   142.90%        104.43%        110.04%        80.66%        117.61%
                                        ==========       ========     ==========      ========       ========
</TABLE>




8

<PAGE>

<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990           1989
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  27.26       $  26.79       $  17.02      $  15.79       $   9.60
                                          --------       --------       --------      --------       --------
Net investment income (loss)                 (0.05)         (0.06)         (0.03)         0.02           0.04
Net realized and unrealized gain (loss)
 on investments                               3.67           0.91           9.82          1.35           6.15
                                          --------       --------       --------      --------       --------
Total from investment operations              3.62           0.85           9.79          1.37           6.19
                                          --------       --------       --------      --------       --------
Dividends from net investment income            --             --          (0.02)        (0.01)            --
Distributions from net realized gains           --          (0.38)            --         (0.13)            --
                                          --------       --------       --------      --------       --------
Total distributions                             --          (0.38)         (0.02)        (0.14)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  30.88       $  27.26       $  26.79      $  17.02       $  15.79
                                          ========       ========       ========      ========       ========
Total Return                                13.28%          3.55%         57.54%         8.71%         64.48%(ii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
 Net assets, end of year (000's omitted)  $238,850       $135,718       $ 56,798      $  7,149       $    569
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     1.03%          0.98%          1.06%         1.50%(iii)     1.50%(iii)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                     (0.35%)        (0.37%)        (0.12%)        0.50%          1.11%
                                          ========       ========       ========      ========       ========
  Portfolio Turnover Rate                   148.07%        108.06%        125.90%       132.46%        133.61%
                                          ========       ========       ========      ========       ========
</TABLE>

  (i) Amount was computed based on average shares outstanding during the year
 (ii) Unaudited
   
(iii) Amounts have been reduced by 0.33% and 9.15% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    


                                                                               9


<PAGE>

ALGER AMERICAN GROWTH PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- --------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>            <C>              <C>           <C>            <C>
Net asset value, beginning of period    $    42.76     $    34.33       $  31.16      $  23.13       $  24.67
                                        ----------     ----------       --------      --------       --------
Net investment income (loss)                  0.09           0.13           0.12          0.02           0.07
Net realized and unrealized gain (loss)
 on investments                              18.32           8.66           4.00          8.33           0.15
                                        ----------     ----------       --------      --------       --------
Total from investment operations             18.41           8.79           4.12          8.35           0.22
                                        ----------     ----------       --------      --------       --------
Dividends from net investment income         (0.13)         (0.13)         (0.02)        (0.07)         (0.03)
Distributions from net realized gains        (7.82)         (0.23)         (0.93)        (0.25)         (1.73)
                                        ----------     ----------       --------      --------       --------
Total Distributions                          (7.95)         (0.36)         (0.95)        (0.32)         (1.76)
                                        ----------     ----------       --------      --------       --------
Net asset value, end of period          $    53.22        $ 42.76        $ 34.33       $ 31.16        $ 23.13
                                        ==========     ==========       ========      ========       ========
Total Return                                48.07%         25.75%         13.35%        36.37%          1.45%
                                        ==========     ==========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                        $1,905,719     $1,072,529       $991,028      $502,974       $150,390
                                        ==========     ==========       ========      ========       ========

 RATIO OF EXPENSES TO AVERAGE NET ASSETS     0.79%          0.79%          0.79%         0.85%          0.86%
                                        ==========     ==========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.27%          0.50%         0.18%          0.48%
                                        ==========     ==========       ========      ========       ========
 Portfolio Turnover Rate                   127.38%        129.50%         82.86%       118.33%        111.76%
                                        ==========     ==========       ========      ========       ========
</TABLE>





10

<PAGE>

<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                  January 9, 1989
                                                                                                   (commencement
                                                                                                 of operations) to
                                          Year Ended December 31,                                  December 31,
- ------------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990         1989(ii)
                                            -----          -----          -----         -----         -------
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of period      $  20.17       $  18.00       $  12.86      $  12.41       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income (loss)                  0.03           0.03           0.08(i)       0.07           0.09
Net realized and unrealized gain (loss)
 on investments                               4.50           2.19           5.11          0.44           2.32
                                          --------       --------       --------      --------       --------
Total from investment operations              4.53           2.22           5.19          0.51           2.41
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.03)         (0.03)         (0.05)        (0.06)            --
Distributions from net realized gains           --          (0.02)            --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.03)         (0.05)         (0.05)        (0.06)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of period            $  24.67       $  20.17       $  18.00      $  12.86       $  12.41
                                          ========       ========       ========      ========       ========
Total Return                                22.47%         12.38%         40.39%         4.14%         24.10%(iii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:

Net assets, end of period 
 000's omitted)                           $ 74,878       $ 30,316       $ 10,094      $  1,228       $    171
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.97%          0.99%          1.29%         1.50%(iv)      1.50%(iv)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.33%          0.52%         1.69%          1.30%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   112.64%         63.91%         58.95%        86.77%         79.59%
                                           ========       ========       ========      ========       ========
</TABLE>


 (i)  Amount was computed based on average shares outstanding during the period.
 (ii) Ratios have been annualized; total return has not been annualized
(iii) Unaudited
   
 (iv) Amounts have been reduced by 2.31% and 7.32% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    




                                                                              11

<PAGE>

ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                 January 25, 1995
                                                                                                   (commencement
                                                                                                 of operations) to
                                                                       Year Ended December 31,     December 31,
- --------------------------------------------------------------------------------------------------------------------
                                                                    1998       1997        1996       1995(i)
                                                                    -----      -----       -----      -------
<S>                                                              <C>        <C>         <C>          <C>
Net asset value, beginning of period                             $   23.17  $   19.36   $   17.43     $ 10.00
                                                                 ---------  ---------   ---------    --------
Net investment income (loss)                                         (0.05)     (0.03)      (0.03)(ii)  (0.03)
Net realized and unrealized gain on investments                      12.99       3.84        2.14        7.46
                                                                 ---------  ---------   ---------    --------
Total from investment operations                                     12.94       3.81        2.11        7.43
Distributions from net realized gains                                (1.21)        --       (0.18)         --
                                                                 ---------  ---------   ---------    --------
Net asset value, end of period                                   $   34.90  $   23.17   $   19.36     $ 17.43
                                                                 =========  =========   =========    ========
Total Return                                                        57.83%     19.68%      12.04%      74.30%
                                                                 =========  =========   =========    ========
Ratios and Supplemental Data:

 Net assets, end of period (000's omitted)                       $ 101,710  $  53,488   $  34,925     $ 5,497
                                                                 =========  =========   =========    ========
 Ratio of expenses excluding interest
  to average net assets                                              0.93%      0.96%       1.06%       1.50%
                                                                 =========  =========   =========    ========
 Ratio of expenses including interest
  to average net assets                                              0.96%      1.00%       1.09%       1.56%(iii)
                                                                 =========  =========   =========    ========
 Ratio of net investment income (loss)
  to average net assets                                             (0.27%)    (0.17%)     (0.15%)     (0.71%)
                                                                 =========  =========   =========    ========
 Portfolio Turnover Rate                                           143.59%    164.27%     102.10%     178.23%
                                                                 =========  =========   =========    ========
 Amount of debt outstanding at end of period                            --         --          --          --
                                                                 =========  =========   =========    ========
 Average amount of debt outstanding during the period            $ 246,101  $ 201,644   $  76,079    $  8,122
                                                                 =========  =========   =========    ========
 Average daily number of shares outstanding
  during the period                                              2,480,478  2,135,458   1,107,187      75,460
                                                                 =========  =========   =========    ========
 Average amount of debt per share during the period              $    0.10  $    0.09   $    0.07    $   0.11
                                                                 =========  =========   =========    ========
</TABLE>

  (i) Ratios have been annualized; total return has not been annualized.
 (ii) Amount was computed based on average shares outstanding durin the year.
   
(iii) Amount has been reduced by 2.36% due to expense reimbursements.
    



12

<PAGE>


ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

   
<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                    May 3, 1993
                                                                                                   (commencement
                                                                                                 of operations) to
                                                           Year Ended December 31,                 December 31,
- -------------------------------------------------------------------------------------------------------------------
                                            1998        1997        1996       1995        1994       1993(i)
                                            -----       -----       -----      -----       -----      -------
<S>                                       <C>         <C>         <C>        <C>          <C>         <C>
Net asset value, beginning of period      $  24.18    $ 21.35     $ 19.44    $  13.46     $ 13.72     $ 10.00
                                          --------    --------    --------   --------     -------     -------
Net investment income (loss)                  0.00(ii)   (0.04)       0.03      (0.03)       0.00(ii)   (0.02)
Net realized and unrealized gain (loss)
 on investments                               6.95        3.20        2.29       6.01       (0.21)       3.88
                                          --------    --------    --------   --------     -------     -------
Total from investment operations              6.95        3.16        2.32       5.98       (0.21)       3.86
                                          --------    --------    --------   --------     -------     -------
Dividends from net investment income            --       (0.01)         --         --          --           --
Distributions from net realized gains        (2.26)      (0.32)      (0.41)        --       (0.05)      (0.14)

                                          --------    --------    --------   --------     -------     -------
Total Distributions                          (2.26)      (0.33)      (0.41)        --       (0.05)      (0.14)
                                          --------    --------    --------   --------     -------     -------
Net asset value, end of period            $  28.87    $  24.18    $  21.35   $  19.44     $ 13.46     $ 13.72
                                          ========    ========    ========   ========     =======     =======
Total Return                                30.30%      15.01%      11.90%     44.45%      (1.54%)     38.67%
                                          ========    ========    ========   ========     =======     =======
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $689,571    $444,967    $394,847   $185,349     $62,178     $21,301
                                          ========    ========    ========   ========     =======     =======
 Ratio of expenses to average net assets     0.84%       0.84%       0.84%      0.90%       0.97%       1.50%(iii)
                                          ========    ========    ========   ========     =======     =======
 Ratio of net investment income (loss)
  to average net assets                      0.00%      (0.15%)      0.08%     (0.25%)      0.03%      (0.58%)
                                          ========    ========    ========   ========     =======     =======
 Portfolio Turnover Rate                   152.21%     151.98%      90.97%    104.74%      83.96%      67.22%
                                          ========    ========    ========   ========     =======     =======
</TABLE>
    

  (i) Ratios have been annualized; total return has not been annualized.
 (ii) Amount was computed based on average shares outstanding durin the period.
   
(iii) Amounts have been reduced by 0.33% due to expense reimbursements.
    



                                                                              13

<PAGE>

FOR FUND INFORMATION:

By telephone:   1-800-992-3863

By mail:        The Alger American Fund
                1 World Trade Center
                Suite 9333
                New York, NY 10048

STATEMENT OF ADDITIONAL INFORMATION

For more detailed  information about the Fund and its policies,  please read the
Statement of Additional Information, which is incorporated by reference into (is
legally  made a part  of)  this  Prospectus.  You  can  get a free  copy  of the
Statement of Additional Information by calling the Fund's toll-free number or by
writing to the address above. The Statement of Additional Information is on file
with the Securities and Exchange Commission.

ANNUAL AND SEMI-ANNUAL REPORTS

   
Additional  information about the Fund's  investments is available in the Fund's
annual and semi-annual reports to shareholders.  In the Fund's annual report you
will find a discussion of the market  conditions and investment  strategies that
significantly  affected the Fund's  performance during the period covered by the
report.  You can receive free copies of these reports,  and to make inquiries to
the Fund,  by calling the Fund's  toll-free  number or by writing to the address
above.
    

Another way you can obtain copies is by visiting the SEC's Public Reference Room
or by  forwarding  your  request  and a  duplicating  fee  to the  SEC's  Public
Reference Section,  Washington,  DC 20549-6009.  Information on the operation of
the Public Reference Room is available by calling 1-800-SEC-0330.

DISTRIBUTOR: FRED ALGER & COMPANY, INCORPORATED







THE ALGER AMERICAN FUND
SEC FILE #811-5550

<PAGE>



   
                                   THE ALGER  |
                                AMERICAN FUND |
                                              |
        A POOLED FUNDING  VEHICLE  FOR:       |
        o VARIABLE ANNUITY CONTRACTS          | 1 WORLD TRADE CENTER
        o VARIABLE LIFE INSURANCE POLICIES    | SUITE 9333
        o QUALIFIED PENSION PLANS             | NEW YORK, NY 10048
        o QUALIFIED RETIREMENT PLANS          | 1-800-992-3863
    





                                   PROSPECTUS

                                  MAY 1, 1999




ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
       ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
              ALGER AMERICAN GROWTH PORTFOLIO
      ALGER AMERICAN INCOME &GROWTH PORTFOLIO






As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
determined if the  information in this  Prospectus is accurate or complete,  nor
has it approved or disapproved  these  securities.  It is a criminal  offense to
represent otherwise.

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.


                                                                          <PAGE>


                                                                       THE ALGER
                                                                   AMERICAN FUND

                                   ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
                                          ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
                                                 ALGER AMERICAN GROWTH PORTFOLIO
                                         ALGER AMERICAN INCOME &GROWTH PORTFOLIO



                                                                      PROSPECTUS

                                                                     MAY 1, 1999


   
TABLE OF CONTENTS
- -------------------------------------------

3 ........... Risk/Return Summary: Investments, 
              Risks & Performance

      3 ..... Investments

              Alger American Small
                 Capitalization Portfolio ....................  3
              Alger American MidCap
                 Growth Portfolio ............................  3
              Alger American Growth Portfolio ................  3
              Alger American Income &
                 Growth Portfolio ............................  3

      3 ..... Principal Risks

              Alger American Small
                 Capitalization Portfolio ....................  4
              Alger American MidCap
                 Growth Portfolio ............................  4
              Alger American Growth Portfolio ................  4
              Alger American Income &
                 Growth Portfolio ............................  4

      4 ..... Performance

              Alger American Small
                 Capitalization Portfolio ....................  5
              Alger American MidCap
                 Growth Portfolio ............................  5
              Alger American Growth Portfolio ................  5
              Alger American Income &
                 Growth Portfolio ............................  5

6 ........... Fees and Expenses
6 ........... Management & Organization
7 ........... Shareholder Information

              Distributor ....................................  7
              Transfer Agent .................................  7
              Purchasing and Redeeming Fund Shares ...........  7

8 ........... Financial Highlights

Back Cover:   How to obtain more information
    

<PAGE>



                       This page intentionally left blank.







2

<PAGE>


[GRAPHIC OMITTED]

RISK/RETURN SUMMARY: INVESTMENTS, RISKS & PERFORMANCE

INVESTMENTS: THE ALGER AMERICAN FUND

   
The  investment  goal  and  primary  approach  of each  portfolio  is  discussed
individually below. All of the portfolios invest primarily in equity securities,
such as common or preferred stocks, which are listed on U.S. exchanges or in the
over-the-counter  market.  They invest primarily in "growth" stocks.  The Fund's
Manager, Fred Alger Management, Inc., believes that these companies tend to fall
into one of two categories:

o High Unit Volume Growth
    

  Vital,  creative  companies  which  offer  goods  or  services  to  a  rapidly
  expanding  marketplace.  They  include both  established  and emerging  firms,
  offering new or improved  products,  or firms simply  fulfilling  an increased
  demand for an existing line.

o Positive Life Cycle Change

  Companies   experiencing   a   major  change  which  is  expected  to  produce
  advantageous  results.  These  changes  may  be as varied  as new  management,
  products or  technologies;  restructuring  or  reorganization;  or  merger and
  acquisition.

The company's market  capitalization  will dictate in which portfolio(s) it will
be  placed.  The  market  capitalization  of a  company  is its  price per share
multiplied by its number of outstanding shares.

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

GOAL

THE ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  SEEKS  LONG-TERM  CAPITAL
APPRECIATION.

APPROACH

It focuses on small,  fast-growing  companies  that offer  innovative  products,
services  or  technologies  to a rapidly  expanding  marketplace.  Under  normal
circumstances, the portfolio invests primarily in the equity securities of small
capitalization  companies.  A small  capitalization  company  is one  that has a
market  capitalization  within the range of the Russell(R)  2000 Growth Index or
the S&P(R) SmallCap 600 Index

ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

GOAL

THE ALGER AMERICAN MIDCAP GROWTH PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION.

APPROACH

It focuses on midsize  companies with promising growth  potential.  Under normal
circumstances,  the  portfolio  invests  primarily in the equity  securities  of
companies  having a market  capitalization  within the range of companies in the
S&P(R) MidCap 400 Index.

ALGER AMERICAN GROWTH PORTFOLIO

GOAL

THE ALGER AMERICAN GROWTH PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION.

APPROACH

   
It  focuses on growing  companies  that  generally  have  broad  product  lines,
markets,   financial   resources   and  depth  of   management.   Under   normal
circumstances, the portfolio invests primarily in the equity securities of large
companies.   The   portfolio   considers  a  large  company  to  have  a  market
capitalization of $1 billion or greater.
    

ALGER AMERICAN INCOME &GROWTH PORTFOLIO
GOAL

THE ALGER AMERICAN  INCOME &GROWTH  PORTFOLIO  PRIMARILY SEEKS TO PROVIDE A HIGH
LEVEL OF DIVIDEND INCOME; ITS SECONDARY GOAL IS TO PROVIDE CAPITAL APPRECIATION.

APPROACH

The portfolio  invests in dividend paying equity  securities,  such as common or
preferred  stocks,  preferably  those  which the  Manager  believes  also  offer
opportunities for capital appreciation.

[GRAPHIC OMITTED]

PRINCIPAL RISKS

RISKS APPLICABLE TO ALL PORTFOLIOS

As with any fund that invests in stocks,  your  investment will go up or down in
value,  and the loss of your  investment is a risk of  investing.  A portfolio's
price per share  will  fluctuate  due to  changes  in the  market  prices of its
investments.  Also,  a Fund  investment  may


                                                                               3


<PAGE>


not grow as fast as the rate of  inflation  and stocks tend to be more  volatile
than some  other  investmentsyou  could  make such as  bonds.  Furthermore,  the
returns of a fund concentrating on "growth" stocks tend to vary more widely over
time than those of funds that focus on "value"  stocks;  prices of growth stocks
tend to be higher  in  relation  to their  companies'  earnings  and may be more
sensitive to market,  political  and economic  developments  than other  stocks,
making their prices more volatile.  Based on the portfolios'  investment  styles
and objectives, an investment in them may be better suited to investors who seek
long-term  capital growth and can tolerate  fluctuations  in their  investment's
value.

   
A portfolio's trading in some stocks may be relatively  short-term,  meaning the
Fund may buy a  security  and sell it a short time  later to take  advantage  of
current  gains if it is  believed  that an  alternative  investment  may provide
greater future growth.  This activity may create higher transaction costs due to
commissions and other expenses.
    

There may be additional risks applicable to a specific  portfolio because of its
investment approach.

RISKS APPLICABLE TO ALGER AMERICAN
SMALL CAPITALIZATION PORTFOLIO

   
An additional risk of investing in the portfolio is:

o the  possibility  of greater  risk by  investing  in  smaller,  less  seasoned
  companies rather than larger, more established companies owing to such factors
  as inexperienced management and limited financial resources
    

RISKS APPLICABLE TO ALGER AMERICAN
MIDCAP GROWTH PORTFOLIO

   
An additional risk of investing in the portfolio is:
    

o the possibility of greater risk by investing in medium-sized  companies rather
  than larger, more established companies owing to such factors as inexperienced
  management and limited financial resources

   
RISKS APPLICABLE TO ALGER AMERICAN GROWTH PORTFOLIO
    

The portfolio's primary risks are those summarized above in "Risks Applicable to
All Portfolios."

RISKS APPLICABLE TO ALGER AMERICAN
INCOME &GROWTH PORTFOLIO

   
An additional risk of investing in the portfolio is:
    

o the  possibility  that  companies may cut or fail to declare  dividends due to
  market downturns or other reasons

[GRAPHIC OMITTED]

PERFORMANCE

   
The following bar charts show the changes in each  portfolio's  performance from
year to year and give you some indication of the risks of investing in the Fund.
They assume  reinvestment  on dividends and  distributions.
    

The Average  Annual Total Return tables compare a portfolio's  performance  over
several periods with that of an appropriate  benchmark index. The annual returns
assume  reinvestment  of  dividends  and  distributions.  Remember  that  how  a
portfolio has performed in the past is not  necessarily  an indication of how it
will perform in the future.
   
The  performance  disclosed in these charts does not  reflect  separate  account
charges which, if reflected, would lower returns.

Each index used in the tables is a broad index  designed  to track a  particular
market or market  segment.  No expenses or fees are reflected in the returns for
the  indexes,   which  are  unmanaged.   All  returns  for  the  indexes  assume
reinvestment of dividends and interest on the underlying securities that make up
the  respective  index.  
    
o  S&P 500 Index(R):  An index of large company  common stocks  considered to be
   representative of the U.S. stock market in general.

o  Russell 2000 Growth  Index(R):  An index of common  stocks  designed to track
   performance of small capitalization companies.

o  S&P  Midcap  400  Index(R):  An  index of  common  stocks  designed  to track
   performance of medium capitalization companies.



4

<PAGE>

[Chart]

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]
   
64.48   8.71   57.54   3.55    13.28    -4.38    44.31     4.18    11.39   15.53
- -----  -----   -----   ----    -----    -----    -----    -----    -----   -----
 89      90      91     92       93       94       95       96       97      98
    

Best Quarter:      25.73%     Q1    1991
Worst Quarter:    -20.72%     Q3    1990

Average Annual Total Return as of December 31, 1998

                                                Since
                                              Inception
                    1 Year   5 Years 10 Years (9/21/88)
- -------------------------------------------------------
American Small
  Capitalization     15.53%    13.09%  19.85%   18.86%
Russell 2000 Growth
  Index(R)            1.23%    10.22%  11.54%   11.22%



ALGER AMERICAN GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]


4.14    40.39     12.38    22.47     1.45      36.37    13.35    25.75    48.07
- ----   ------     -----    -----     ----      -----    -----    -----    -----
 90      91        92       93        94         95       96       97       98


Best Quarter:       25.93%    Q4      1998
Worst Quarter:     -16.21%    Q3      1990

Average Annual Total Return as of December 31, 1998


                                                 Since
                                               Inception
                            1 Year   5 Years    (1/9/89)
- ----------------------------------------------------------
American Growth             48.07%   23.90%     22.03%
S&P 500 Index(R)            28.58%   24.06%     19.05%


ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)


- -1.54    44.45    11.9   15.01     30.3
- -----    -----    ----   -----     ----
  94       95      96      97       98

Best Quarter:     27.07%     Q4     1998
Worst Quarter:   -14.91%     Q3     1998

Average Annual Total Return as of December 31, 1998

                                               Since
                                             Inception
                            1 Year   5 Years (5/3/93)
- ------------------------------------------------------
American MidCap             30.30%   18.98%   23.50%
S&P Midcap 400 Index        19.11%   18.84%   18.99%


ALGER AMERICAN INCOME & GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]

   
7.40    0.28    23.51    8.64   10.34   -8.28   35.13   19.68    36.29    32.39
- ---     ----    -----    ----   -----   -----   -----   -----    -----    -----
89       90       91      92      93      94      95      96       97       98
    

Best Quarter:     21.37%   Q4       1998
Worst Quarter:   -13.94%   Q3       1990

Average Annual Total Return as of December 31, 1998

                                                  Since
                                                Inception
                   1 Year   5 Years  10 Years   (11/15/88)
- -----------------------------------------------------------
American
  Income & Growth   32.39%  21.76%    15.62%     15.51%
S&P 500 Index(R)    28.58%  24.06%    19.21%     19.06%



                                                                               5


<PAGE>


[GRAPHIC]

FEES AND EXPENSES

Investors  incur certain fees and expenses in  connection  with an investment in
the Fund. The following  table shows the fees and expenses that you may incur if
you buy and hold shares of the portfolios.



   
<TABLE>
<CAPTION>
                                                                              ANNUAL FUND OPERATING
                                                                              EXPENSES
                                                                              (expenses that are deducted
                                                                              from Fund assets)
                         SHAREHOLDER FEES
                     (fees paid directly from                                                          TOTAL ANNUAL FUND
                         your investment)       Management Fees   Distribution Fees   Other Expenses   OPERATING EXPENSES
=========================================================================================================================
<S>                            <C>                    <C>                <C>               <C>                <C>
Alger American Small           None                   .85%               None              .04%               .89%
Capitalization
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .80%               None              .04%               .84%
MidCap Growth
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .75%               None              .04%               .79%
Growth
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                  .635%               None             .075%               .70%
Income & Growth
Portfolio
</TABLE>
    

EXAMPLE

The  following  example,  which  reflects  the  shareholder  fees and  operating
expenses  listed above, is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

   
The example  assumes  that you invest  $10,000 in the Fund for the time  periods
indicated.  The example also assumes that your  investment  has a 5% return each
year and that the  Fund's  operating  expenses  remain  the same as in the prior
table.  The figures  shown would be the same whether or not you sold your shares
at the end of each  period.  Although  your actual costs may be higher or lower,
based on these assumptions your costs would be:
    

                            1 Year     3 Years     5 Years     10 Years
- --------------------------------------------------------------------------------

  ALGER AMERICAN SMALL       $91         $284       $493        $1,096
  CAPITALIZATION
  PORTFOLIO

  ALGER AMERICAN             $86         $268       $466        $1,037
  MIDCAP GROWTH
  PORTFOLIO

  ALGER AMERICAN             $81         $252       $439          $978
  GROWTH
  PORTFOLIO

  ALGER AMERICAN             $72         $224       $390          $871
  INCOME &GROWTH
  PORTFOLIO

The example above does not reflect charges and deductions  which are, or may be,
imposed under variable annuity contracts,  variable life insurance policies,  or
pension or retirement  plans.  Such charges and  deductions are described in the
prospectus  for the contract or policy  accompanying  this  prospectus or in the
Plan documents.

   
ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENTS

Each portfolio may invest up to 100% of its assets in cash, high-grade bonds, or
cash  equivalents for temporary  defensive  reasons if the Manager believes that
adverse market or other  conditions  warrant.  This is to attempt to protect the
portfolio's  assets  from a  temporary  unacceptable  risk of loss,  rather than
directly to promote the portfolio's investment objective.  The portfolio may not
achieve its objectives during such periods.
    

Other  securities  the  portfolios  may  invest in are  discussed  in the Fund's
Statement of Additional Information (see back cover).


[GRAPHIC OMITTED]

MANAGEMENT AND ORGANIZATION

MANAGER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048

   
The Manager has been an investment  adviser since 1964, and manages  investments
totaling  (at  12/31/98)  $6.64  billion in mutual  fund assets as well as $3.95
billion  in  other  assets.   The  Manager  is  responsible  for  managing  each
portfolio's   assets   according  to  its  goal  and  for  placing  orders  with
broker-dealers
    


6

<PAGE>


   
to purchase and sell securities on behalf of the portfolio. The Fund has had the
same  manager  since  inception  and,  for the  most  recent  fiscal  year,  the
portfolios  paid the Manager fees at these annual rates based on a percentage of
average daily net assets:  Small Capitalization  Portfolio--.85%;  MidCap Growth
Portfolio--.80%; Growth Portfolio--.75%; Income & Growth Portfolio--.625%.
    

PORTFOLIO MANAGERS

   
David Alger, Seilai Khoo and Ron Tartaro are the individuals responsible for the
day-to-day  management of the portfolios'  investments.  Mr. Alger, a manager of
all of the portfolios since their inception, has been employed by the Manager as
Executive  Vice  President and Director of Research since 1971, and as President
since 1995. Ms. Khoo, a co-manager of the Small  Capitalization  Portfolio,  has
been employed by the Manager since 1989, as a senior research analyst until 1995
and as a Senior Vice  President  and  co-manager  since  1995.  Mr.  Tartaro,  a
co-manager of the MidCap Growth, Income & Growth and Growth Portfolios, has been
employed by the Manager since 1990, as a senior research  analyst until 1995 and
as a Senior Vice President and co-manager since 1995.
    

YEAR 2000
   
The Fund's Manager and  Distributor  (Fred Alger & Company,  Incorporated)  have
advised  the Fund that they are  implementing  a Year 2000 plan to  address  any
issues arising from computer systems' potentially  erroneous reading of dates in
the year 2000.  Specifically,  they are in the  process of  confirming  that the
Fund's  service  providers are resolving any Year 2000 issues as the  millennium
approaches.  While there can be no assurance that there will be no impairment of
services  at that time,  currently,  it is not  anticipated  that  shareholders'
investments  in the Fund will be impacted  negatively  as a result of the Fund's
Year 2000  transition.  However,  people and resources have been devoted to this
important review.
    
Year 2000 issues, real or perceived, may also adversely affect stock prices. The
Manager intends to review SEC filings and other Year 2000 readiness  information
from companies in which the Fund may invest significantly,  as well as readiness
information  from  other  sources.  The  Manager  and the Fund have no reason to
believe that such measures  will not be  sufficient to avoid a material  adverse
effect on the Fund's  investments,  although there can be no assurance that they
will be.

[GRAPHIC OMITTED]

SHAREHOLDER  INFORMATION  DISTRIBUTOR 

Fred Alger & Company, Incorporated
30 Montgomery  Street
Jersey City, NJ 07302

TRANSFER  AGENT 

Alger Shareholder Services, Inc.
30 Montgomery Street
Jersey City, NJ 07302
   
NET ASSET VALUE

The  price of one  share  is its "net  asset  value",  or NAV.  The NAV for each
portfolio is calculated as of the close of business  (normally 4:00 p.m. Eastern
time) every day the New York Stock Exchange is open. Generally,  the Exchange is
closed on weekends  and various  national  holidays.  It may close on other days
from time to time.
    

The Fund  generally  values the assets of each  portfolio on the basis of market
quotations or, where market quotations are not readily  available,  on the basis
of fair value as  determined  by the  Manager  under  procedures  adopted by the
Fund's  Board of  Trustees.  Short-term  money  market  instruments  held by the
portfolios are valued on the basis of amortized cost.
   
DIVIDENDS AND DISTRIBUTIONS

The Fund  declares  and  pays  dividends  and  distributions  by the  portfolios
annually.  The Fund  expects  that these annual  payments to  shareholders  will
consist of both capital gains and net investment income.

Participants in variable annuity  contracts,  variable life insurance  policies,
and qualified  pension and retirement  plans  ordinarily  will not be subject to
taxation on  dividends  from net  investment  income and  distributions from net
realized  capital gains until they receive a distribution  of the dividends from
their plan accounts. Generally, distributions from these investment vehicles are
taxable as ordinary  income at the rate  applicable to each  participant  at the
time of distribution.In certain cases, distributions made to a participant prior
to the participant's reaching age 59-1/2 are subject to a penalty tax equivalent
to 10% of the distributed amount, in addition to the ordinary income tax payable
on such amount.
    
Because  everyone's  tax situation is unique,  see a tax advisor about  federal,
state and local tax consequences of investing in the Fund.

NAV  (NET  ASSET  VALUE)  IS  COMPUTED  BY  ADDING  TOGETHER  THE  VALUE  OF THE
PORTFOLIO'S INVESTMENTS PLUS CASH AND OTHER ASSETS,  SUBTRACTING ITS LIABILITIES
AND THEN DIVIDING THE RESULT BY THE NUMBER OF ITS OUTSTANDING SHARES.

PURCHASING  AND  REDEEMING  FUND  SHARES

The Fund is an investment  vehicle for variable  annuity  contracts and variable
life  insurance  policies  offered by the  separate  accounts of life  insurance
companies,  as well as qualified  pension and  retirement  plans.  An individual
cannot invest in a portfolio  directly,  but may do so only through one of these
sources.  The Fund's  shares are held in the names of the separate  accounts and
plans.

   
Shares of the Fund can be  purchased  or  redeemed on any day the New York Stock
Exchange is open.  They will be processed at the NAV next  calculated  after the
purchase or redemption  request is received in good order by the Transfer Agent.
All orders for purchase of shares are subject to  acceptance  by the Fund or its
Transfer Agent.  The Transfer Agent pays for redemptions  within 7 days after it
accepts a redemption request.
    

The Fund may redeem some shares "in kind", which means that some of the proceeds
will be paid with securities the Fund owns instead of cash.


                                                                               7

<PAGE>


[GRAPHIC]

FINANCIAL HIGHLIGHTS


   
The  financial  highlights  table  is  intended  to  help  you  understand  each
portfolio's  financial  performance for the periods shown.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent  the rate  that an  investor  would  have  earned or lost on an
investment   in  the  Fund   (assuming   reinvestment   of  all   dividends  and
distributions).  The financial  highlights for the years ended December 31, 1990
through 1998 have been audited by Arthur  Andersen  LLP, the Fund's  independent
public accountants.  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.   Arthur  Andersen  LLP's  report,  along  with  the  Fund's  financial
statements, are included in the Annual Report, which is available upon request.
    
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>              <C>          <C>             <C>            <C>
Net asset value, beginning of year      $    43.75       $  40.91     $    39.41      $  27.31       $  30.88
                                        ----------       --------     ----------      --------       --------
Net investment income (loss)                 (0.02)         (0.05)(i)      (0.04)(i)     (0.09)         (0.03)(i)
Net realized and unrealized gain (loss)
 on investments                               6.30           4.45           1.70         12.19          (1.45)
                                        ----------       --------     ----------      --------       --------
Total from investment operations              6.28           4.40           1.66         12.10          (1.48)
                                        ----------       --------     ----------      --------       --------
Dividends from net investment income            --             --             --            --             --
Distributions from net realized gains        (6.06)         (1.56)         (0.16)           --          (2.09)
                                        ----------       --------     ----------      --------       --------
Total distributions                          (6.06)         (1.56)         (0.16)           --          (2.09)
                                        ----------       --------     ----------      --------       --------
Net asset value, end of year            $    43.97       $  43.75     $    40.91      $  39.41        $ 27.31
                                        ==========       ========     ==========      ========       ========
Total Return                                15.53%         11.39%          4.18%        44.31%         (4.38%)
                                        ==========       ========     ==========      ========       ========
Ratios and Supplemental Data:
 Net assets, end of year 
     (000's omitted)                     1,216,584       $997,586     $1,469,518      $984,212       $397,037
                                        ==========       ========     ==========      ========       ========
 Ratio of expenses to average net assets     0.89%          0.89%          0.88%         0.92%          0.96%
                                        ==========       ========     ==========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                     (0.20%)        (0.12%)        (0.09%)       (0.48%)        (0.10%)
                                        ==========       ========     ==========      ========       ========
 Portfolio Turnover Rate                   142.90%        104.43%        110.04%        80.66%        117.61%
                                        ==========       ========     ==========      ========       ========
</TABLE>



8

<PAGE>


<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990           1989
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  27.26       $  26.79       $  17.02      $  15.79       $   9.60
                                          --------       --------       --------      --------       --------
Net investment income (loss)                 (0.05)         (0.06)         (0.03)         0.02           0.04
Net realized and unrealized gain (loss)
 on investments                               3.67           0.91           9.82          1.35           6.15
                                          --------       --------       --------      --------       --------
Total from investment operations              3.62           0.85           9.79          1.37           6.19
                                          --------       --------       --------      --------       --------
Dividends from net investment income            --             --          (0.02)        (0.01)            --
Distributions from net realized gains           --          (0.38)            --         (0.13)            --
                                          --------       --------       --------      --------       --------
Total distributions                             --          (0.38)         (0.02)        (0.14)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  30.88       $  27.26       $  26.79      $  17.02       $  15.79
                                          ========       ========       ========      ========       ========
Total Return                                13.28%          3.55%         57.54%         8.71%         64.48%(ii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
 Net assets, end of year (000's omitted)  $238,850       $135,718       $ 56,798      $  7,149       $    569
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     1.03%          0.98%          1.06%         1.50%(iii)     1.50%(iii)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                     (0.35%)        (0.37%)        (0.12%)        0.50%          1.11%
                                          ========       ========       ========      ========       ========
  Portfolio Turnover Rate                   148.07%        108.06%        125.90%       132.46%        133.61%
                                          ========       ========       ========      ========       ========
</TABLE>

  (i) Amount was computed based on average shares outstanding during the year
 (ii) Unaudited
   
(iii) Amounts have been reduced by 0.33% and 9.15% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    




                                                                               9


<PAGE>

ALGER AMERICAN GROWTH PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- --------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>            <C>              <C>           <C>            <C>
Net asset value, beginning of period    $    42.76     $    34.33       $  31.16      $  23.13       $  24.67
                                        ----------     ----------       --------      --------       --------
Net investment income (loss)                  0.09           0.13           0.12          0.02           0.07
Net realized and unrealized gain (loss)
 on investments                              18.32           8.66           4.00          8.33           0.15
                                        ----------     ----------       --------      --------       --------
Total from investment operations             18.41           8.79           4.12          8.35           0.22
                                        ----------     ----------       --------      --------       --------
Dividends from net investment income         (0.13)         (0.13)         (0.02)        (0.07)         (0.03)
Distributions from net realized gains        (7.82)         (0.23)         (0.93)        (0.25)         (1.73)
                                        ----------     ----------       --------      --------       --------
Total Distributions                          (7.95)         (0.36)         (0.95)        (0.32)         (1.76)
                                        ----------     ----------       --------      --------       --------
Net asset value, end of period          $    53.22        $ 42.76        $ 34.33       $ 31.16        $ 23.13
                                        ==========     ==========       ========      ========       ========
Total Return                                48.07%         25.75%         13.35%        36.37%          1.45%
                                        ==========     ==========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                        $1,905,719     $1,072,529       $991,028      $502,974       $150,390
                                        ==========     ==========       ========      ========       ========

 RATIO OF EXPENSES TO AVERAGE NET ASSETS     0.79%          0.79%          0.79%         0.85%          0.86%
                                        ==========     ==========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.27%          0.50%         0.18%          0.48%
                                        ==========     ==========       ========      ========       ========
 Portfolio Turnover Rate                   127.38%        129.50%         82.86%       118.33%        111.76%
                                        ==========     ==========       ========      ========       ========
</TABLE>





10

<PAGE>


<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                  January 9, 1989
                                                                                                   (commencement
                                                                                                 of operations) to
                                          Year Ended December 31,                                  December 31,
- ------------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990         1989(ii)
                                            -----          -----          -----         -----         -------
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of period      $  20.17       $  18.00       $  12.86      $  12.41       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income (loss)                  0.03           0.03           0.08(i)       0.07           0.09
Net realized and unrealized gain (loss)
 on investments                               4.50           2.19           5.11          0.44           2.32
                                          --------       --------       --------      --------       --------
Total from investment operations              4.53           2.22           5.19          0.51           2.41
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.03)         (0.03)         (0.05)        (0.06)            --
Distributions from net realized gains           --          (0.02)            --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.03)         (0.05)         (0.05)        (0.06)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of period            $  24.67       $  20.17       $  18.00      $  12.86       $  12.41
                                          ========       ========       ========      ========       ========
Total Return                                22.47%         12.38%         40.39%         4.14%         24.10%(iii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:

Net assets, end of period 
 000's omitted)                           $ 74,878       $ 30,316       $ 10,094      $  1,228       $    171
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.97%          0.99%          1.29%         1.50%(iv)      1.50%(iv)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.33%          0.52%         1.69%          1.30%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   112.64%         63.91%         58.95%        86.77%         79.59%
                                           ========       ========       ========      ========       ========
</TABLE>

 (i)  Amount was computed based on average shares outstanding during the period.
 (ii) Ratios have been annualized; total return has not been annualized
(iii) Unaudited
   
 (iv) Amounts have been reduced by 2.31% and 7.32% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    



                                                                              11

<PAGE>


ALGER AMERICAN INCOME & GROWTH PORTFOLIO
   
FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- -------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  10.99        $  8.42       $  17.79      $  13.30       $  15.31
                                          --------       --------       --------      --------       --------
Net investment income                         0.03           0.03           0.09(ii)      0.11(ii)       0.17
Net realized and unrealized gain (loss)
 on investments                               3.30           2.94           1.87          4.54          (1.47)
                                          --------       --------       --------      --------       --------
Total from investment operations              3.33           2.97           1.96          4.65          (1.30)
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.04)         (0.04)         (0.33)        (0.16)         (0.15)
Distributions from net realized gains        (1.16)         (0.36)        (11.00)           --          (0.56)
                                          --------       --------       --------      --------       --------
Total Distributions                          (1.20)         (0.40)        (11.33)        (0.16)         (0.71)
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  13.12       $  10.99        $  8.42      $  17.79       $  13.30
                                          ========       ========       ========      ========       ========
Total Return                                32.39%         36.29%         19.68%        35.13%         (8.28%)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $ 77,926       $ 47,399       $ 20,910      $  8,639       $ 29,135
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.70%          0.74%          0.81%         0.75%          0.75%
                                          ========       ========       ========      ========       ========
 Decrease reflected in above expense
  ratios due to expense reimbursements         --              --             --            --             --
                                          ========       ========       ========      ========       ========
 Ratio of net investment income to
  average net assets                         0.31%          0.56%          0.94%         0.61%          1.22%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   131.67%        150.09%        121.60%       164.05%        177.97%
                                          ========       ========       ========      ========       ========
</TABLE>
    



12


<PAGE>

   
<TABLE>
<CAPTION>
                                                                Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990           1989
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  13.93       $  13.08       $  10.67      $  10.74       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income                         0.07           0.08           0.09          0.11           0.18
Net realized and unrealized gain (loss)
 on investments                               1.37           1.02           2.41         (0.08)          0.56
                                          --------       --------       --------      --------       --------
Total from investment operations              1.44           1.10           2.50          0.03           0.74
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.06)         (0.12)         (0.09)        (0.10)            --
Distributions from net realized gains           --          (0.13)            --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.06)         (0.25)         (0.09)        (0.10)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  15.31       $  13.93       $  13.08      $  10.67       $  10.74
                                          ========       ========       ========      ========       ========
Total Return                                10.34%          8.64%         23.51%         0.28%          7.40%(i)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $ 31,895       $  8,671       $  2,663      $    436       $     98
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.97%          1.25%          1.25%         1.25%          1.25%
                                          ========       ========       ========      ========       ========
 Decrease reflected in above expense
  ratios due to expense reimbursements          --          0.01%          0.66%         5.41%         23.72%
                                          ========       ========       ========      ========       ========
 Ratio of net investment income to
  average net assets                         1.51%          1.62%          2.54%         3.61%          7.36%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   105.80%        100.62%         61.11%        56.90%             --
                                          ========       ========       ========      ========       ========
</TABLE>
    
 
 (i) Unaudited.
 (ii) Amount was computed based on average shares outstanding during the period.



                                                                              13

<PAGE>


ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

   
<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                    May 3, 1993
                                                                                                   (commencement
                                                                                                 of operations) to
                                                           Year Ended December 31,                 December 31,
- -------------------------------------------------------------------------------------------------------------------
                                            1998        1997        1996       1995        1994       1993(i)
                                            -----       -----       -----      -----       -----      -------
<S>                                       <C>         <C>         <C>        <C>          <C>         <C>
Net asset value, beginning of period      $  24.18     $ 21.35     $ 19.44   $  13.46     $ 13.72     $ 10.00
                                          --------    --------    --------   --------     -------     -------
Net investment income (loss)                  0.00(ii)   (0.04)       0.03      (0.03)       0.00(ii)   (0.02)
Net realized and unrealized gain (loss)
 on investments                               6.95        3.20        2.29       6.01       (0.21)       3.88
                                          --------    --------    --------   --------     -------     -------
Total from investment operations              6.95        3.16        2.32       5.98       (0.21)       3.86
                                          --------    --------    --------   --------     -------     -------
Dividends from net investment income            --       (0.01)         --         --          --           --
Distributions from net realized gains        (2.26)      (0.32)      (0.41)        --       (0.05)      (0.14)
                                          --------    --------    --------   --------     -------     -------
Total Distributions                          (2.26)      (0.33)      (0.41)        --       (0.05)      (0.14)
                                          --------    --------    --------   --------     -------     -------
Net asset value, end of period            $  28.87    $  24.18    $  21.35   $  19.44     $ 13.46     $ 13.72
                                          ========    ========    ========   ========     =======     =======
Total Return                                30.30%      15.01%      11.90%     44.45%      (1.54%)     38.67%
                                          ========    ========    ========   ========     =======     =======
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $689,571    $444,967    $394,847   $185,349     $62,178     $21,301
                                          ========    ========    ========   ========     =======     =======
 Ratio of expenses to average net assets     0.84%       0.84%       0.84%      0.90%       0.97%       1.50%(iii)
                                          ========    ========    ========   ========     =======     =======
 Ratio of net investment income (loss)
  to average net assets                      0.00%      (0.15%)      0.08%     (0.25%)      0.03%      (0.58%)
                                          ========    ========    ========   ========     =======     =======
 Portfolio Turnover Rate                   152.21%     151.98%      90.97%    104.74%      83.96%      67.22%
                                          ========    ========    ========   ========     =======     =======
</TABLE>
    

  (i) Ratios have been annualized; total return has not been annualized.
 (ii) Amount was computed based on average shares outstanding durin the period.
   
(iii) Amounts have been reduced by 0.33% due to expense reimbursements.
    


14

<PAGE>

FOR FUND INFORMATION:

By telephone:   1-800-992-3863

By mail:        The Alger American Fund
                1 World Trade Center
                Suite 9333
                New York, NY 10048

STATEMENT OF ADDITIONAL INFORMATION

For more detailed  information about the Fund and its policies,  please read the
Statement of Additional Information, which is incorporated by reference into (is
legally  made a part  of)  this  Prospectus.  You  can  get a free  copy  of the
Statement of Additional Information by calling the Fund's toll-free number or by
writing to the address above. The Statement of Additional Information is on file
with the Securities and Exchange Commission.

ANNUAL AND SEMI-ANNUAL REPORTS

   
Additional  information about the Fund's  investments is available in the Fund's
annual and semi-annual reports to shareholders.  In the Fund's annual report you
will find a discussion of the market  conditions and investment  strategies that
significantly  affected the Fund's  performance during the period covered by the
report. You can receive free copies of these reports,  and make inquiries to the
Fund, by calling the Fund's toll-free number or by writing to the address above.
    

Another way you can obtain copies is by visiting the SEC's Public Reference Room
or by  forwarding  your  request  and a  duplicating  fee  to the  SEC's  Public
Reference Section,  Washington,  DC 20549-6009.  Information on the operation of
the Public Reference Room is available by calling 1-800-SEC-0330.

DISTRIBUTOR: FRED ALGER & COMPANY, INCORPORATED







THE ALGER AMERICAN FUND
SEC FILE #811-5550

<PAGE>



   
                                       THE ALGER  |
                                   AMERICAN FUND  |
                                                  |
              A POOLED FUNDING  VEHICLE FOR:      |
              O VARIABLE ANNUITY CONTRACTS        | 1 WORLD TRADE CENTER
              O VARIABLE LIFE INSURANCE POLICIES  | SUITE 9333
              O QUALIFIED PENSION PLANS           | NEW YORK, NY 10048
              O QUALIFIED RETIREMENT PLANS        | 1-800-992-3863
    






                                    PROSPECTUS

                                   MAY 1, 1999

 ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
        ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
               ALGER AMERICAN GROWTH PORTFOLIO








As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
determined if the  information in this  Prospectus is accurate or complete,  nor
has it approved or disapproved  these  securities.  It is a criminal  offense to
represent otherwise.

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.


<PAGE>

                                                                       THE ALGER
                                                                   AMERICAN FUND

   
                                   ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
                                          ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
                                                 ALGER AMERICAN GROWTH PORTFOLIO
    



                                                                      PROSPECTUS

                                                                     MAY 1, 1999




     TABLE OF CONTENTS
- ----------------------------------------------------------------
   
3.........Risk/Return Summary: Investments, Risks & Performance

  3.......Investments

          Alger American Small 
             Capitalization Portfolio ........................    3
          Alger American MidCap    
             Growth Portfolio ................................    3
          Alger American Growth Portfolio.....................    3

  3.......Principal Risks

          Alger American Small 
             Capitalization Portfolio ........................    4
          Alger American MidCap 
             Growth Portfolio ................................    4
          Alger American Growth Portfolio... .................    4

  4.......Performance

          Alger American Small 
             Capitalization Portfolio ........................    4
          Alger American MidCap
             Growth Portfolio ................................    5
          Alger American Growth Portfolio... .................    5

5.........Fees and Expenses
6.........Management & Organization
7.........Shareholder Information
          Distributor.........................................   7
          Transfer Agent......................................   7

          Purchasing and Redeeming Fund Shares ...............   7

8.........Financial Highlights

Back Cover: How to obtain more information

    

<PAGE>





   
                      [Intentionally left blank]
    





2


<PAGE>

[GRAPHIC OMITTED]

RISK/RETURN SUMMARY: INVESTMENTS, RISKS & PERFORMANCE

INVESTMENTS: THE ALGER AMERICAN FUND

The  investment  goal  and  primary  approach  of each  portfolio  is  discussed
individually below. All of the portfolios invest primarily in equity securities,
such as common or preferred stocks, which are listed on U.S. exchanges or in the
over-the-counter  market.  They invest primarily in "growth" stocks.  The Fund's
Manager, Fred Alger Management, Inc., believes that these companies tend to fall
into one of two categories:

o High Unit Volume Growth

   Vital,  creative  companies  which  offer  goods  or  services  to a  rapidly
   expanding  marketplace.  They include both  established  and emerging  firms,
   offering new or improved  products,  or firms simply  fulfilling an increased
   demand for an existing line.

o Positive Life Cycle Change

   Companies   experiencing   a  major  change  which  is  expected  to  produce
   advantageous  results.  These  changes  may be as varied  as new  management,
   products or  technologies;  restructuring  or  reorganization;  or merger and
   acquisition.

The company's market  capitalization  will dictate in which portfolio(s) it will
be  placed.  The  market  capitalization  of a  company  is its  price per share
multiplied by its number of outstanding shares.

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

GOAL

THE ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  SEEKS  LONG-TERM  CAPITAL
APPRECIATION.

APPROACH

It focuses on small,  fast-growing  companies  that offer  innovative  products,
services  or  technologies  to a rapidly  expanding  marketplace.  Under  normal
circumstances, the portfolio invests primarily in the equity securities of small
capitalization  companies.  A small  capitalization  company  is one  that has a
market  capitalization  within the range of the Russell(R)  2000 Growth Index or
the S&P(R) SmallCap 600 Index

ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

GOAL

THE ALGER AMERICAN MIDCAP GROWTH PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION.

APPROACH

It focuses on midsize  companies with promising growth  potential.  Under normal
circumstances,  the  portfolio  invests  primarily in the equity  securities  of
companies  having a market  capitalization  within the range of companies in the
S&P(R) MidCap 400 Index.

ALGER AMERICAN GROWTH PORTFOLIO

GOAL

THE ALGER AMERICAN GROWTH PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION.

APPROACH

   
It  focuses on growing  companies  that  generally  have  broad  product  lines,
markets,   financial   resources   and  depth  of   management.   Under   normal
circumstances, the portfolio invests primarily in the equity securities of large
companies.   The   portfolio   considers  a  large  company  to  have  a  market
capitalization of $1 billion or greater.
    

[GRAPHIC OMITTED]
PRINCIPAL RISKS

RISKS APPLICABLE TO ALL PORTFOLIOS

As with any fund that invests in stocks,  your  investment will go up or down in
value,  and the loss of your  investment is a risk of  investing.  A portfolio's
price per share  will  fluctuate  due to  changes  in the  market  prices of its
investments.  Also,  a Fund  investment  may not  grow  as  fast as the  rate of
inflation and stocks tend to be more volatile  than some other  investments  you
could make, such as bonds.  Furthermore,  the returns of a fund concentrating on
"growth"  stocks  tend to vary more  widely  over time than  those of funds that
focus on "value"  stocks;  prices of growth stocks tend to be higher in relation
to their companies' earnings and may be more sensitive to market,  political and
economic  developments  than other  stocks,  making their prices more  volatile.
Based on the portfolios' investment styles and objectives, an investment in them
may be better  suited to investors  who seek  long-term  capital  growth and can
tolerate fluctuations in their investment's value.


                                                                               3

<PAGE>

A portfolio's trading in some stocks may be relatively  short-term,  meaning the
Fund may buy a  security  and sell it a short time  later to take  advantage  of
current  gains if it is  believed  that an  alternative  investment  may provide
greater future growth.  This activity may create higher transaction costs due to
commissions and other expenses.

There may be additional risks applicable to a specific  portfolio because of its
investment approach.

RISKS APPLICABLE TO ALGER AMERICAN 
SMALL CAPITALIZATION PORTFOLIO

   
An additional risk of investing in the portfolio is:
    

o  the  possibility  of greater  risk by  investing  in smaller,  less  seasoned
   companies  rather  than  larger,  more  established  companies  owing to such
   factors as inexperienced management and limited financial resources

RISKS APPLICABLE TO ALGER AMERICAN 
MIDCAP GROWTH PORTFOLIO

   
An additional risk of investing in the portfolio is:
    

o  the possibility of greater risk by investing in medium-sized companies rather
   than  larger,   more   established   companies   owing  to  such  factors  as
   inexperienced management and limited financial resources

RISKS APPLICABLE TO ALGER AMERICAN GROWTH
PORTFOLIO

The  portfolio's primary risks  are those summarized above  in "Risks Applicable
to All Portfolios."

[GRAPHIC OMITTED]

PERFORMANCE

   
The following bar charts show the changes in each  portfolio's  performance from
year to year and give you some indication of the risks of investing in the Fund.
They assume reinvestment of dividends and distributions.
    

The Average  Annual Total Return tables compare a portfolio's  performance  over
several periods with that of an appropriate  benchmark index. The annual returns
assume  reinvestment  of  dividends  and  distributions.  Remember  that  how  a
portfolio has performed in the past is not  necessarily  an indication of how it
will perform in the future.
   
The  performance  disclosed  in these  charts do not  reflect  separate  account
charges which, if reflected, would lower returns.

Each index used in the tables is a broad index  designed  to track a  particular
market or market  segment.  No expenses or fees are reflected in the returns for
the  indexes,   which  are  unmanaged.   All  returns  for  the  indexes  assume
reinvestment of dividends and interest on the underlying securities that make up
the respective index.
    
o  S&P 500 Index(R):  An index of large company  common stocks  considered to be
   representative of the U.S. stock market in general.


o  Russell 2000 Growth  Index(R):  An index of common  stocks  designed to track
   performance of small capitalization companies.

o  S&P  Midcap  400  Index(R):  An  index of  common  stocks  designed  to track
   performance of medium capitalization companies.

[Chart]

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]
   
64.48   8.71   57.54   3.55    13.28    -4.38    44.31     4.18    11.39   15.53
- -----  -----   -----   ----    -----    -----    -----    -----    -----   -----
 89      90      91     92       93       94       95       96       97      98
    

Best Quarter:      25.73%     Q1    1991
Worst Quarter:    -20.72%     Q3    1990

Average Annual Total Return as of December 31, 1998

                                                Since
                                              Inception
                    1 Year   5 Years 10 Years (9/21/88)
- -------------------------------------------------------
American Small
  Capitalization     15.53%    13.09%  19.85%   18.86%
Russell 2000 Growth
  Index(R)            1.23%    10.22%  11.54%   11.22%




4

<PAGE>


ALGER AMERICAN GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]


4.14    40.39     12.38    22.47     1.45      36.37    13.35    25.75    48.07
- ----   ------     -----    -----     ----      -----    -----    -----    -----
 90      91        92       93        94         95       96       97       98


Best Quarter:       25.93%    Q4      1998
Worst Quarter:     -16.21%    Q3      1990

Average Annual Total Return as of December 31, 1998


                                                 Since
                                               Inception
                            1 Year   5 Years    (1/9/89)
- ----------------------------------------------------------
American Growth             48.07%   23.90%     22.03%
S&P 500 Index(R)            28.58%   24.06%     19.05%


ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)


- -1.54    44.45    11.9   15.01     30.3
- -----    -----    ----   -----     ----
  94       95      96      97       98

Best Quarter:     27.07%     Q4     1998
Worst Quarter:   -14.91%     Q3     1998

Average Annual Total Return as of December 31, 1998

                                               Since
                                             Inception
                            1 Year   5 Years (5/3/93)
- ------------------------------------------------------
American MidCap             30.30%   18.98%   23.50%
S&P Midcap 400 Index        19.11%   18.84%   18.99%


[GRAPHIC OMITTED]

FEES AND EXPENSES

Investors  incur certain fees and expenses in  connection  with an investment in
the Fund. The following  table shows the fees and expenses that you may incur if
you buy and hold shares of the portfolios.


   
<TABLE>
<CAPTION>
                                                ANNUAL FUND OPERATING
                                                EXPENSES
                                                (expenses that are deducted
                                                from Fund assets)
                         Shareholder Fees
                     (fees paid directly from                                                          TOTAL ANNUAL FUND
                         your investment)       Management Fees   Distribution Fees   Other Expenses   OPERATING EXPENSES
=========================================================================================================================
<S>                            <C>                    <C>                <C>               <C>                <C>
Alger American Small           None                   .85%               None              .04%               .89%
Capitalization
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .80%               None              .04%               .84%
MidCap Growth
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .75%               None              .04%               .79%
Growth
Portfolio
</TABLE>
    


EXAMPLE

The  following  example,  which  reflects  the  shareholder  fees and  operating
expenses  listed above, is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

   
The example  assumes  that you invest  $10,000 in the Fund for the time  periods
indicated.  The example also assumes that your  investment  has a 5% return each
year and that the  Fund's  operating  expenses  remain  the same as in the prior
table.  The figures  shown would be the same whether or not you sold your shares
at the end of each  period.  Although  your actual costs may be higher or lower,
based on these assumptions your costs would be:
    




                                                                               5

<PAGE>

   
                               1 Year       3 Years      5 Years      10 Years
================================================================================
  ALGER AMERICAN SMALL          $91          $284         $493         $1,096
  CAPITALIZATION
  PORTFOLIO
- --------------------------------------------------------------------------------
  ALGER AMERICAN                $86          $268         $466         $1,037
  MIDCAP GROWTH
  PORTFOLIO
- --------------------------------------------------------------------------------
  ALGER AMERICAN                $81          $252         $439           $978
  GROWTH
  PORTFOLIO
    

The example above does not reflect charges and deductions  which are, or may be,
imposed under variable annuity contracts,  variable life insurance policies,  or
pension or retirement  plans.  Such charges and  deductions are described in the
prospectus  for the contract or policy  accompanying  this  prospectus or in the
Plan documents.

ADDITIONAL INFORMATION ABOUT
THE FUND'S INVESTMENTS

   
Each portfolio may invest up to 100% of its assets in cash, high-grade bonds, or
cash  equivalents for temporary  defensive  reasons if the Manager believes that
adverse market or other  conditions  warrant.  This is to attempt to protect the
portfolio's  assets  from a  temporary  unacceptable  risk of loss,  rather than
directly to promote the portfolio's investment objective.  The portfolio may not
achieve its objective during such periods.
    

Other  securities  the  portfolios  may  invest in are  discussed  in the Fund's
Statement of Additional Information (see back cover).

[GRAPHIC OMITTED]

MANAGEMENT AND ORGANIZATION

MANAGER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048

   
The Manager has been an investment  adviser since 1964, and manages  investments
totaling  (at  12/31/98)  $6.64  billion in mutual  fund assets as well as $3.95
billion  in  other  assets.   The  Manager  is  responsible  for  managing  each
portfolio's   assets   according  to  its  goal  and  for  placing  orders  with
broker-dealers to purchase and sell securities on behalf of the portfolios.  The
Fund has had the same manager  since  inception  and, for the most recent fiscal
year,  the  portfolios  paid the Manager  fees at these  annual rates based on a
percentage of average daily net assets:  Small  Capitalization  Portfolio--.85%;
MidCap Growth Portfolio--.80%; Growth Portfolio--.75%.
    

PORTFOLIO MANAGERS

   
David Alger, Seilai Khoo and Ron Tartaro are the individuals responsible for the
day-to-day  management of the portfolios'  investments.  Mr. Alger, a manager of
all of the portfolios  since their inception has been employed by the Manager as
Executive  Vice  President and Director of Research since 1971, and as President
since 1995. Ms. Khoo, a co-manager of the Small  Capitalization  Portfolio,  has
been employed by the Manager since 1989, as a senior research analyst until 1995
and as a Senior Vice  President  and  co-manager  since  1995.  Mr.  Tartaro,  a
co-manager of the MidCap Growth and Growth Portfolios,  has been employed by the
Manager since 1990, as a senior research analyst until 1995 and as a Senior Vice
President and co-manager since 1995.
    

YEAR 2000
   
The Fund's Manager and  Distributor  (Fred Alger & Company,  Incorporated)  have
advised  the Fund that they are  implementing  a Year 2000 plan to  address  any
issues arising from computer systems' potentially  erroneous reading of dates in
the year 2000.  Specifically,  they are in the  process of  confirming  that the
Fund's  service  providers are resolving any Year 2000 issues as the  millennium
approaches.  While there can be no assurance that there will be no impairment of
services  at that time,  currently,  it is not  anticipated  that  shareholders'
investments  in the Fund will be impacted  negatively  as a result of the Fund's
Year 2000  transition.  However,  people and resources have been devoted to this
important review.
    
Year 2000 issues, real or perceived, may also adversely affect stock prices. The
Manager intends to review SEC filings and other Year 2000 readiness  information
from companies in which the Fund may invest significantly,  as well as readiness
information  from  other  sources.  The  Manager  and the Fund have no reason to
believe that such measures  will not be  sufficient to avoid a material  adverse
effect on the Fund's  investments,  although there can be no assurance that they
will be.




6

<PAGE>

[GRAPHIC OMITTED]

SHAREHOLDER INFORMATION

DISTRIBUTOR

Fred Alger & Company, Incorporated
30 Montgomery Street
Jersey City, NJ 07302

TRANSFER AGENT

Alger Shareholder Services, Inc.
30 Montgomery Street
Jersey City, NJ 07302

   
NET ASSET VALUE

The  price of one  share  is its "net  asset  value",  or NAV.  The NAV for each
portfolio is calculated as of the close of business  (normally 4:00 p.m. Eastern
time) every day the New York Stock Exchange is open. Generally,  the Exchange is
closed on weekends  and various  national  holidays.  It may close on other days
from time to time.
    

The Fund  generally  values the assets of each  portfolio on the basis of market
quotations or, where market quotations are not readily  available,  on the basis
of fair value as  determined  by the  Manager  under  procedures  adopted by the
Fund's  Board of  Trustees.  Short-term  money  market  instruments  held by the
portfolios are valued on the basis of amortized cost.

   
DIVIDENDS AND DISTRIBUTIONS

The Fund  declares  and  pays  dividends  and  distributions  by the  portfolios
annually.  The Fund  expects  that these annual  payments to  shareholders  will
consist of both capital gains and net investment income.

Participants in variable annuity  contracts,  variable life insurance  policies,
and qualified  pension and retirement  plans  ordinarily  will not be subject to
taxation on dividends  from net  investment  income and  distributions  from net
realized  capital gains until they receive a distribution  of the dividends from
their plan accounts. Generally, distributions from these investment vehicles are
taxable as ordinary  income at the rate  applicable to each  participant  at the
time of distribution.In certain cases, distributions made to a participant prior
to the participant's reaching age 59-1/2 are subject to a penalty tax equivalent
to 10% of the distributed amount, in addition to the ordinary income tax payable
on such amount.
    
Because  everyone's  tax situation is unique,  see a tax advisor about  federal,
state and local tax consequences of investing in the Fund.

NAV(NET ASSET VALUE) IS COMPUTED BY ADDING TOGETHER THE VALUE OF THE PORTFOLIO'S
INVESTMENTS  PLUS CASH AND OTHER ASSETS,  SUBTRACTING  ITS  LIABILITIES AND THEN
DIVIDING THE RESULT BY THE NUMBER OF ITS OUTSTANDING SHARES.

PURCHASING AND REDEEMING FUND SHARES.

The Fund is an investment  vehicle for variable  annuity  contracts and variable
life  insurance  policies  offered by the  separate  accounts of life  insurance
companies,  as well as qualified  pension and  retirement  plans.  An individual
cannot invest in a portfolio  directly,  but may do so only through one of these
sources.  The Fund's  shares are held in the names of the separate  accounts and
plans.

   
Shares of the Fund can be  purchased  or  redeemed on any day the New York Stock
Exchange is open.  They will be processed at the NAV next  calculated  after the
purchase or redemption  request is received in good order by the Transfer Agent.
All orders for purchase of shares are subject to  acceptance  by the Fund or its
Transfer Agent.  The Transfer Agent pays for redemptions  within 7 days after it
accepts a redemption request.
    

The Fund may redeem some shares "in kind", which means that some of the proceeds
will be paid with securities the Fund owns instead of cash.




                                                                               7

<PAGE>

[GRAPHIC OMITTED]

FINANCIAL HIGHLIGHTS

   
The  financial  highlights  table  is  intended  to  help  you  understand  each
portfolio's  financial  performance for the periods shown.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent  the rate  that an  investor  would  have  earned or lost on an
investment   in  the  Fund   (assuming   reinvestment   of  all   dividends  and
distributions).  The financial  highlights for the years ended December 31, 1990
through 1998 have been audited by Arthur  Andersen  LLP, the Fund's  independent
public accountants.  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.   Arthur  Andersen  LLP's  report,  along  with  the  Fund's  financial
statements, are included in the Annual Report, which is available upon request.
    


ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR

   
<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>              <C>          <C>             <C>            <C>
Net asset value, beginning of year      $    43.75       $  40.91     $    39.41      $  27.31       $  30.88
                                        ----------       --------     ----------      --------       --------
Net investment income (loss)                 (0.02)         (0.05)(i)      (0.04)(i)     (0.09)         (0.03)(i)
Net realized and unrealized gain (loss)
 on investments                               6.30           4.45           1.70         12.19          (1.45)
                                        ----------       --------     ----------      --------       --------
Total from investment operations              6.28           4.40           1.66         12.10          (1.48)
                                        ----------       --------     ----------      --------       --------
Dividends from net investment income            --             --             --            --             --
Distributions from net realized gains        (6.06)         (1.56)         (0.16)           --          (2.09)

                                        ----------       --------     ----------      --------       --------
Total distributions                          (6.06)         (1.56)         (0.16)           --          (2.09)
                                        ----------       --------     ----------      --------       --------
Net asset value, end of year            $    43.97       $  43.75     $    40.91      $  39.41        $ 27.31
                                        ==========       ========     ==========      ========       ========
Total Return                                15.53%         11.39%          4.18%        44.31%         (4.38%)
                                        ==========       ========     ==========      ========       ========
Ratios and Supplemental Data:

 Net assets, end of year 
     (000's omitted)                     1,216,584       $997,586     $1,469,518      $984,212       $397,037
                                        ==========       ========     ==========      ========       ========
 Ratio of expenses to average net assets     0.89%          0.89%          0.88%         0.92%          0.96%
                                        ==========       ========     ==========      ========       ========
 Ratio of net investment income (loss)

  to average net assets                     (0.20%)        (0.12%)        (0.09%)       (0.48%)        (0.10%)
                                        ==========       ========     ==========      ========       ========
 Portfolio Turnover Rate                   142.90%        104.43%        110.04%        80.66%        117.61%
                                        ==========       ========     ==========      ========       ========
</TABLE>
    



8

<PAGE>


<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990           1989
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  27.26       $  26.79       $  17.02      $  15.79       $   9.60
                                          --------       --------       --------      --------       --------
Net investment income (loss)                 (0.05)         (0.06)         (0.03)         0.02           0.04
Net realized and unrealized gain (loss)
 on investments                               3.67           0.91           9.82          1.35           6.15
                                          --------       --------       --------      --------       --------
Total from investment operations              3.62           0.85           9.79          1.37           6.19
                                          --------       --------       --------      --------       --------
Dividends from net investment income            --             --          (0.02)        (0.01)            --
Distributions from net realized gains           --          (0.38)            --         (0.13)            --
                                          --------       --------       --------      --------       --------
Total distributions                             --          (0.38)         (0.02)        (0.14)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  30.88       $  27.26       $  26.79      $  17.02       $  15.79
                                          ========       ========       ========      ========       ========
Total Return                                13.28%          3.55%         57.54%         8.71%         64.48%(ii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
 Net assets, end of year (000's omitted)  $238,850       $135,718       $ 56,798      $  7,149       $    569
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     1.03%          0.98%          1.06%         1.50%(iii)     1.50%(iii)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                     (0.35%)        (0.37%)        (0.12%)        0.50%          1.11%
                                          ========       ========       ========      ========       ========
  Portfolio Turnover Rate                   148.07%        108.06%        125.90%       132.46%        133.61%
                                          ========       ========       ========      ========       ========
</TABLE>

  (i) Amount was computed based on average shares outstanding during the year
 (ii) Unaudited
   
(iii) Amounts have been reduced by 0.33% and 9.15% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    


                                                                               9


<PAGE>


ALGER AMERICAN GROWTH PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- --------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>            <C>              <C>           <C>            <C>
Net asset value, beginning of period    $    42.76     $    34.33       $  31.16      $  23.13       $  24.67
                                        ----------     ----------       --------      --------       --------
Net investment income (loss)                  0.09           0.13           0.12          0.02           0.07
Net realized and unrealized gain (loss)
 on investments                              18.32           8.66           4.00          8.33           0.15
                                        ----------     ----------       --------      --------       --------
Total from investment operations             18.41           8.79           4.12          8.35           0.22
                                        ----------     ----------       --------      --------       --------
Dividends from net investment income         (0.13)         (0.13)         (0.02)        (0.07)         (0.03)
Distributions from net realized gains        (7.82)         (0.23)         (0.93)        (0.25)         (1.73)
                                        ----------     ----------       --------      --------       --------
Total Distributions                          (7.95)         (0.36)         (0.95)        (0.32)         (1.76)
                                        ----------     ----------       --------      --------       --------
Net asset value, end of period          $    53.22        $ 42.76        $ 34.33       $ 31.16        $ 23.13
                                        ==========     ==========       ========      ========       ========
Total Return                                48.07%         25.75%         13.35%        36.37%          1.45%
                                        ==========     ==========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                        $1,905,719     $1,072,529       $991,028      $502,974       $150,390
                                        ==========     ==========       ========      ========       ========

 RATIO OF EXPENSES TO AVERAGE NET ASSETS     0.79%          0.79%          0.79%         0.85%          0.86%
                                        ==========     ==========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.27%          0.50%         0.18%          0.48%
                                        ==========     ==========       ========      ========       ========
 Portfolio Turnover Rate                   127.38%        129.50%         82.86%       118.33%        111.76%
                                        ==========     ==========       ========      ========       ========
</TABLE>





1O

<PAGE>

<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                  January 9, 1989
                                                                                                   (commencement
                                                                                                 of operations) to
                                          Year Ended December 31,                                  December 31,
- ------------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990         1989(ii)
                                            -----          -----          -----         -----         -------
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of period      $  20.17       $  18.00       $  12.86      $  12.41       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income (loss)                  0.03           0.03           0.08(i)       0.07           0.09
Net realized and unrealized gain (loss)
 on investments                               4.50           2.19           5.11          0.44           2.32
                                          --------       --------       --------      --------       --------
Total from investment operations              4.53           2.22           5.19          0.51           2.41
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.03)         (0.03)         (0.05)        (0.06)            --
Distributions from net realized gains           --          (0.02)            --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.03)         (0.05)         (0.05)        (0.06)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of period            $  24.67       $  20.17       $  18.00      $  12.86       $  12.41
                                          ========       ========       ========      ========       ========
Total Return                                22.47%         12.38%         40.39%         4.14%         24.10%(iii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:

Net assets, end of period 
 000's omitted)                           $ 74,878       $ 30,316       $ 10,094      $  1,228       $    171
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.97%          0.99%          1.29%         1.50%(iv)      1.50%(iv)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.33%          0.52%         1.69%          1.30%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   112.64%         63.91%         58.95%        86.77%         79.59%
                                          ========       ========       ========      ========       ========
</TABLE>


 (i)  Amount was computed based on average shares outstanding during the period.
 (ii) Ratios have been annualized; total return has not been annualized
(iii) Unaudited
   
 (iv) Amounts have been reduced by 2.31% and 7.32% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    

                                                                              11


<PAGE>
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>
                                                                                                                       From
                                                                                                                   May 3, 1993
                                                                                                                   (commencement
                                                                                                                 of operations) to
                                                                    Year Ended December 31,                         December 31,
- ------------------------------------------------------------------------------------------------------------------------------------
                                              1998             1997           1996          1995        1994            1993(i)
                                             -----            -----          -----         -----       -----          -------
<S>                                        <C>              <C>            <C>           <C>          <C>             <C>    
Net asset value, beginning of period       $  24.18         $  21.35       $  19.44      $  13.46     $ 13.72         $ 10.00
                                           --------         --------       --------      --------     -------         -------
Net investment income (loss)                   0.00(ii)        (0.04)          0.03         (0.03)       0.00(ii)       (0.02)
Net realized and unrealized gain (loss) 
 on investments                                6.95             3.20           2.29          6.01       (0.21)           3.88
                                           --------         --------       --------      --------     -------         -------
Total from investment operations               6.95             3.16           2.32          5.98       (0.21)           3.86
                                           --------         --------       --------      --------     -------         -------
Dividends from net investment income             --            (0.01)            --            --          --              --
Distributions from net realized gains         (2.26)           (0.32)         (0.41)           --       (0.05)          (0.14)
                                           --------         --------       --------      --------     -------         -------
Total Distributions                           (2.26)           (0.33)         (0.41)           --       (0.05)          (0.14)
                                           --------         --------       --------      --------     -------         -------
Net asset value, end of period             $  28.87         $  24.18       $  21.35      $  19.44     $ 13.46         $ 13.72
                                           ========         ========       ========      ========     =======         =======
Total Return                                 30.30%           15.01%         11.90%        44.45%      (1.54%)         38.67%
                                           ========         ========       ========      ========     =======         =======
Ratios and Supplemental Data:
 Net assets, end of period (000's omitted) $689,571         $444,967       $394,847      $185,349     $62,178         $21,301
                                           ========         ========       ========      ========     =======         =======
 Ratio of expenses to average net assets      0.84%            0.84%          0.84%         0.90%       0.97%           1.50%(iii)
                                           ========         ========       ========      ========     =======         =======
 Ratio of net investment income (loss) 
  to average net assets                       0.00%           (0.15%)         0.08%        (0.25%)      0.03%          (0.58%)
                                           ========         ========       ========      ========     =======         =======
 Portfolio Turnover Rate                    152.21%          151.98%         90.97%       104.74%      83.96%          67.22%
                                           ========         ========       ========      ========     =======         =======

  (i) Ratios have been  annualized;  total return has not been annualized.
 (ii) Amount was computed based on average shares  outstanding during the period.
(iii) Amount has been reduced by 0.03% due to expense reimbursements.
</TABLE>









12

<PAGE>
FOR FUND INFORMATION:

By telephone:   1-800-992-3863

By mail: The Alger American Fund
         1 World Trade Center
         Suite 9333
         New York, NY 10048


STATEMENT OF ADDITIONAL INFORMATION

For more detailed  information about the Fund and its policies,  please read the
Statement of Additional Information, which is incorporated by reference into (is
legally  made a part  of)  this  Prospectus.  You  can  get a free  copy  of the
Statement of Additional Information by calling the Fund's toll-free number or by
writing to the address above. The Statement of Additional Information is on file
with the  Securities and Exchange  Commission.  


ANNUAL AND  SEMI-ANNUAL  REPORTS

Additional  information about the Fund's  investments is available in the Fund's
annual and semi-annual reports to shareholders.  In the Fund's annual report you
will find a discussion of the market  conditions and investment  strategies that
significantly  affected the Fund's  performance during the period covered by the
report.  You can receive free copies of these reports,  and to make inquiries to
the Fund,  by calling the Fund's  toll-free  number or by writing to the address
above.

Another way you can obtain copies is by visiting the SEC's Public Reference Room
or by  forwarding  your  request  and a  duplicating  fee  to the  SEC's  Public
Reference Section,  Washington,  DC 20549-6009.  Information on the operation of
the Public Reference Room is available by calling 1-800-SEC-0330.

DISTRIBUTOR: FRED ALGER & COMPANY, INCORPORATED










THE ALGER AMERICAN FUND
SEC FILE #811-5550

<PAGE>

    
                                   THE ALGER  |
                                AMERICAN FUND |
                                              |
        A POOLED FUNDING  VEHICLE  FOR:       |
        o VARIABLE ANNUITY CONTRACTS          | 1 WORLD TRADE CENTER
        o VARIABLE LIFE INSURANCE POLICIES    | SUITE 9333
        o QUALIFIED PENSION PLANS             | NEW YORK, NY 10048
        o QUALIFIED RETIREMENT PLANS          | 1-800-992-3863
    





                                   PROSPECTUS

                                  MAY 1, 1999

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
              ALGER AMERICAN GROWTH PORTFOLIO
     ALGER AMERICAN INCOME & GROWTH PORTFOLIO






As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
determined if the  information in this  Prospectus is accurate or complete,  nor
has it approved or disapproved  these  securities.  It is a criminal  offense to
represent otherwise.

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.


<PAGE>

                                                                       THE ALGER
                                                                   AMERICAN FUND

                                   ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
                                                 ALGER AMERICAN GROWTH PORTFOLIO
                                        ALGER AMERICAN INCOME & GROWTH PORTFOLIO




                                                                     PROSPECTUS

                                                                    MAY 1, 1999





    TABLE OF CONTENTS
- ----------------------------------------------------

2 ........... Risk/Return Summary: Investments, 
              Risks & Performance

      2 ..... Investments

              Alger American Small
                Capitalization Portfolio ............ 2
              Alger American Growth Portfolio ....... 2
              Alger American Income &
                Growth Portfolio .................... 2

      2       Principal Risks

              Alger American Small
                Capitalization Portfolio ............ 3
              Alger American Growth Portfolio ....... 3
              Alger American Income &
                Growth Portfolio .................... 3

      3 ..... Performance
   
              Alger American Small
                Capitalization Portfolio ............ 3
              Alger American Growth Portfolio ....... 3
              Alger American Income &
                Growth Portfolio .................... 4
    
4 ........... Fees and Expenses
5 ........... Management & Organization
5 ........... Shareholder Information

              Distributor ........................... 5
              Transfer Agent ........................ 5
              Purchasing and Redeeming Fund Shares... 6

8 ........... Financial Highlights

Back Cover:   How to obtain more information



<PAGE>


[GRAPHIC OMITTED]

RISK/RETURN SUMMARY: INVESTMENTS, RISKS & PERFORMANCE

INVESTMENTS: THE ALGER AMERICAN FUND

   
The  investment  goal  and  primary  approach  of each  portfolio  is  discussed
individually below. All of the portfolios invest primarily in equity securities,
such as common or preferred stocks, which are listed on U.S. exchanges or in the
over-the-counter  market.  They invest primarily in "growth" stocks.  The Fund's
Manager, Fred Alger Management, Inc., believes that these companies tend to fall
into one of two categories:
    

o High Unit Volume Growth

  Vital, creative companies which offer goods or services to a rapidly expanding
  marketplace. They include both established and emerging firms, offering new or
  improved  products,  or firms simply  fulfilling  an  increased  demand for an
  existing line.

o Positive Life Cycle Change

  Companies   experiencing   a  major   change  which  is  expected  to  produce
  advantageous  results.  These  changes  may be as  varied  as new  management,
  products  or  technologies;  restructuring  or  reorganization;  or merger and
  acquisition.

   
The company's market  capitalization  will dictate in which portfolio(s) it will
be  placed.  The  market  capitalization  of a  company  is its  price per share
multiplied by its number of outstanding shares.
    

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

GOAL

THE ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  SEEKS  LONG-TERM  CAPITAL
APPRECIATION.

APPROACH

   
It focuses on small,  fast-growing  companies  that offer  innovative  products,
services  or  technologies  to a rapidly  expanding  marketplace.  Under  normal
circumstances, the portfolio invests primarily in the equity securities of small
capitalization  companies.  A small  capitalization  company  is one  that has a
market  capitalization  within the range of the Russell(R)  2000 Growth Index or
the S&P(R) SmallCap 600 Index.
    

ALGER AMERICAN GROWTH PORTFOLIO

GOAL

THE ALGER AMERICAN GROWTH PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION.

APPROACH

   
It  focuses on growing  companies  that  generally  have  broad  product  lines,
markets,   financial   resources   and  depth  of   management.   Under   normal
circumstances, the portfolio invests primarily in the equity securities of large
companies.   The   portfolio   considers  a  large  company  to  have  a  market
capitalization of $1 billion or greater.
    

ALGER AMERICAN INCOME &GROWTH PORTFOLIO

GOAL

THE ALGER AMERICAN  INCOME &GROWTH  PORTFOLIO  PRIMARILY SEEKS TO PROVIDE A HIGH
LEVEL OF DIVIDEND INCOME; ITS SECONDARY GOAL IS TO PROVIDE CAPITAL APPRECIATION.

APPROACH

The portfolio  invests in dividend paying equity  securities,  such as common or
preferred  stocks,  preferably  those  which the  Manager  believes  also  offer
opportunities for capital appreciation.

[GRAPHIC OMITTED]

PRINCIPAL RISKS

RISKS APPLICABLE TO ALL PORTFOLIOS

As with any fund that invests in stocks,  your  investment will go up or down in
value,  and the loss of your  investment is a risk of  investing.  A portfolio's
price per share  will  fluctuate  due to  changes  in the  market  prices of its
investments.  Also,  a Fund  investment  may not  grow  as  fast as the  rate of
inflation and stocks tend to be more volatile  than some other  investments  you
could make, such as bonds.  Furthermore,  the returns of a fund concentrating on
"growth"  stocks  tend to vary more  widely  over time than  those of funds that
focus on "value"  stocks;  prices of growth stocks tend to be higher in relation
to their companies' earnings and may be more sensitive to market,  political and
economic  developments  than other  stocks,  making their prices more  volatile.
Based on the portfolios' investment styles and objectives, an investment in them
may be better  suited to investors  who seek  long-term  capital  growth and can
tolerate fluctuations in their investment's value. 


2

<PAGE>

   
A portfolio's  trading in some stocks may be relatively short-term,  meaning the
Fund may buy a  security  and sell it a short time  later to take  advantage  of
current  gains if it is  believed  that an  alternative  investment  may provide
greater future growth.  This activity may create higher transaction costs due to
commissions and other expenses.

There may be additional risks applicable to a specific  portfolio because of its
investment approach.
    

RISKS APPLICABLE TO ALGER AMERICAN
SMALL CAPITALIZATION PORTFOLIO

   
An additional risk of investing in the portfolio is:

o the  possibility  of greater  risk by  investing  in  smaller,  less  seasoned
  companies rather than larger, more established companies owing to such factors
  as inexperienced management and limited financial resources
    

RISKS APPLICABLE TO ALGER AMERICAN
GROWTH PORTFOLIO

The portfolio's primary risks are those summarized above in "Risks Applicable to
All Portfolios".

RISKS APPLICABLE TO ALGER AMERICAN
INCOME & GROWTH PORTFOLIO

   
An additional risk of investing in the portfolio is:
    
o the  possibility  that  companies may cut or fail to declare  dividends due to
  market downturns or other reasons

[GRAPHIC OMITTED]

PERFORMANCE

   
The following bar charts show the changes in each  portfolio's  performance from
year to year and give you some indication of the risks of investing in the Fund.
They assume reinvestment of dividends and distributions.
    
The Average  Annual Total Return tables compare a portfolio's  performance  over
several periods with that of an appropriate  benchmark index. The annual returns
assume  reinvestment  of  dividends  and  distributions.  Remember  that  how  a
portfolio has performed in the past is not  necessarily  an indication of how it
will perform in the future.
   
The  performance  disclosed  in these  charts does not reflect separate  account
charges which, if reflected, would lower returns.

Each index used in the tables is a broad index  designed  to track a  particular
market or market  segment.  No expenses or fees are reflected in the returns for
the  indexes,   which  are  unmanaged.   All  returns  for  the  indexes  assume
reinvestment of dividends and interest on the underlying securities that make up
the respective index.
    
o S&P 500  Index(R):  An index of large company  common stocks  considered to be
  representative of the U.S. stock market in general.

o Russell  2000 Growth  Index(R):  An index of common  stocks  designed to track
  performance of small capitalization companies.

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]
   
64.48   8.71   57.54   3.55    13.28    -4.38    44.31     4.18    11.39   15.53
- -----  -----   -----   ----    -----    -----    -----    -----    -----   -----
 89      90      91     92       93       94       95       96       97      98
    

Best Quarter:      25.73%     Q1    1991
Worst Quarter:    -20.72%     Q3    1990

Average Annual Total Return as of December 31, 1998

                                                Since
                                              Inception
                    1 Year   5 Years 10 Years (9/21/88)
- -------------------------------------------------------
American Small
  Capitalization     15.53%    13.09%  19.85%   18.86%
Russell 2000 Growth
  Index(R)            1.23%    10.22%  11.54%   11.22%



ALGER AMERICAN GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]


4.14    40.39     12.38    22.47     1.45      36.37    13.35    25.75    48.07
- ----   ------     -----    -----     ----      -----    -----    -----    -----
 90      91        92       93        94         95       96       97       98


Best Quarter:       25.93%    Q4      1998
Worst Quarter:     -16.21%    Q3      1990

Average Annual Total Return as of December 31, 1998


                                                 Since
                                               Inception
                            1 Year   5 Years    (1/9/89)
- ----------------------------------------------------------
American Growth             48.07%   23.90%     22.03%
S&P 500 Index(R)            28.58%   24.06%     19.05%

                                                                               3

<PAGE>


ALGER AMERICAN INCOME & GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]

   
7.40    0.28    23.51    8.64   10.34   -8.28   35.13   19.68    36.29    32.39
- ---     ----    -----    ----   -----   -----   -----   -----    -----    -----
89       90       91      92      93      94      95      96       97       98
    

Best Quarter:     21.37%   Q4       1998
Worst Quarter:   -13.94%   Q3       1990

Average Annual Total Return as of December 31, 1998

                                                  Since
                                                Inception
                   1 Year   5 Years  10 Years   (11/15/88)
- -----------------------------------------------------------
American
  Income & Growth   32.39%  21.76%    15.62%     15.51%
S&P 500 Index(R)    28.58%  24.06%    19.21%     19.06%



[GRAPHIC OMITTED]

FEES AND EXPENSES

Investors  incur certain fees and expenses in  connection  with an investment in
the Fund. The following  table shows the fees and expenses that you may incur if
you buy and hold shares of the portfolios.


<TABLE>
<CAPTION>
                                                                              ANNUAL FUND OPERATING
                                                                              EXPENSES
                                                                              (expenses that are deducted
                                                                              from Fund assets)
                         SHAREHOLDER FEES
                     (fees paid directly from                                                          TOTAL ANNUAL FUND
                         your investment)       Management Fees   Distribution Fees   Other Expenses   OPERATING EXPENSES
=========================================================================================================================
<S>                            <C>                    <C>                <C>               <C>                <C>
Alger American Small           None                   .85%               None              .04%               .89%
Capitalization
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                   .75%               None              .04%               .79%
Growth
Portfolio
- --------------------------------------------------------------------------------------------------------------------------
Alger American                 None                  .635%               None             .075%               .70%
Income & Growth
Portfolio
</TABLE>


EXAMPLE

The  following  example,  which  reflects  the  shareholder  fees and  operating
expenses  listed above, is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

   
The example  assumes  that you invest  $10,000 in the Fund for the time  periods
indicated.  The example also assumes that your  investment  has a 5% return each
year and that the  Fund's  operating  expenses  remain  the same as in the prior
table.  The figures  shown would be the same whether or not you sold your shares
at the end of each  period.  Although  your actual costs may be higher or lower,
based on these assumptions your costs would be:

                            1 Year   3 Years    5 Years    10 Years
- --------------------------------------------------------------------------------

  ALGER AMERICAN SMALL       $91      $284       $493       $1,096
  CAPITALIZATION
  PORTFOLIO
- --------------------------------------------------------------------------------
  ALGER AMERICAN             $81      $252       $439         $978
  GROWTH
  PORTFOLIO
- --------------------------------------------------------------------------------
  ALGER AMERICAN             $72      $224       $390         $871
  INCOME & GROWTH
  PORTFOLIO
    
The example above does not reflect charges and deductions  which are, or may be,
imposed under variable annuity contracts,  variable life insurance policies,  or
pension or retirement  plans.  Such charges and  deductions are described in the
prospectus  for the contract or policy  accompanying  this  prospectus or in the
Plan documents.

ADDITIONAL INFORMATION ABOUT
THE FUND'S INVESTMENTS

   
Each portfolio may invest up to 100% of its assets in cash, high-grade bonds, or
cash  equivalents for temporary  defensive  reasons if the Manager believes that
adverse market or other  conditions  warrant.  This is to attempt to protect the
portfolio's  assets  from a  temporary  unacceptable  risk of loss,  rather than
directly to promote the portfolio's investment objective.  The portfolio may not
achieve its objective during such periods.
    

Other  securities  the  portfolios  may  invest in are  discussed  in the Fund's
Statement of Additional Information (see back cover).


4

<PAGE>

[GRAPHIC OMITTED]

MANAGEMENT AND ORGANIZATION

MANAGER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048

   
The Manager has been an investment  adviser since 1964, and manages  investments
totaling  (at  12/31/98)  $6.64  billion in mutual  fund assets as well as $3.95
billion  in  other  assets.   The  Manager  is  responsible  for  managing  each
portfolio's   assets   according  to  its  goal  and  for  placing  orders  with
broker-dealers to purchase and sell securities on behalf of the portfolios.  The
Fund has had the same manager  since  inception  and, for the most recent fiscal
year,  the  portfolios  paid the Manager  fees at these  annual rates based on a
percentage of daily net assets:  Small  Capitalization  Portfolio--.85%;  Growth
Portfolio--.75%; Income & Growth Portfolio-- .625%.
    

PORTFOLIO MANAGERS

   
David Alger, Seilai Khoo and Ron Tartaro are the individuals responsible for the
day-to-day  management of the portfolios'  investments.  Mr. Alger, a manager of
all of the portfolios since their inception, has been employed by the Manager as
Executive  Vice  President and Director of Research since 1971, and as President
since 1995. Ms. Khoo, a co-manager of the Small  Capitalization  Portfolio,  has
been employed by the Manager since 1989, as a senior research analyst until 1995
and as a Senior Vice  President  and  co-manager  since  1995.  Mr.  Tartaro,  a
co-manager  of the Growth and Income & Growth  Portfolios,  has been employed by
the Manager since 1990, as a senior research  analyst until 1995 and as a Senior
Vice President and co-manager since 1995.
    

YEAR 2000

   
The Fund's Manager and  Distributor  (Fred Alger & Company,  Incorporated)  have
advised  the Fund that they are  implementing  a Year 2000 plan to  address  any
issues arising from computer systems' potentially  erroneous reading of dates in
the year 2000.  Specifically,  they are in the  process of  confirming  that the
Fund's  service  providers are resolving any Year 2000 issues as the  millennium
approaches.  While there can be no assurance that there will be no impairment of
services  at that time,  currently,  it is not  anticipated  that  shareholders'
investments  in the Fund will be impacted  negatively  as a result of the Fund's
Year 2000  transition.  However,  people and resources have been devoted to this
important review.
    

Year 2000 issues, real or perceived, may also adversely affect stock prices. The
Manager intends to review SEC filings and other year 2000 readiness  information
from companies in which the Fund may invest significantly,  as well as readiness
information  from  other  sources.  The  Manager  and the Fund have no reason to
believe that such measures  will not be  sufficient to avoid a material  adverse
effect on the Fund's  investments,  although there can be no assurance that they
will be.

[GRAPHIC OMITTED]

SHAREHOLDER INFORMATION

DISTRIBUTOR

Fred Alger & Company, Incorporated
30 Montgomery Street
Jersey City, NJ 07302

TRANSFER AGENT

Alger Shareholder Services, Inc.
30 Montgomery Street
Jersey City, NJ 07302
   
NET ASSET VALUE

The  price of one  share  is its "net  asset  value",  or NAV.  The NAV for each
portfolio is calculated as of the close of business  (normally 4:00 p.m. Eastern
time) every day the New York Stock Exchange is open. Generally,  the Exchange is
closed on weekends  and various  national  holidays.  It may close on other days
from time to time.
    

The Fund  generally  values the assets of each  portfolio on the basis of market
quotations or, where market quotations are not readily  available,  on the basis
of fair value as  determined  by the  Manager  under  procedures  adopted by the
Fund's  Board of  Trustees.  Short-term  money  market  instruments  held by the
portfolios are valued on the basis of amortized cost.

   
DIVIDENDS AND DISTRIBUTIONS

The Fund  declares  and  pays  dividends  and  distributions  by the  portfolios
annually.  The Fund  expects  that these annual  payments to  shareholders  will
consist of both capital gains and net investment income.

Participants in variable annuity  contracts,  variable life insurance  policies,
and qualified  pension and retirement  plans  ordinarily  will not be subject to
taxation on dividends  from net  investment  income and  distributions  from net
realized  capital gains until they receive a distribution  of the dividends from
their plan accounts. Generally, distributions from these investment vehicles are
taxable as ordinary  income at the rate  applicable to each  participant  at the
time of distribution.In certain cases, distributions made to a participant prior
to the participant's reaching age 591/2 are subject to a
    

                                                                               5


<PAGE>

penalty tax  equivalent  to 10% of the  distributed  amount,  in addition to the
ordinary income tax payable on such amount.

Because  everyone's  tax situation is unique,  see a tax advisor about  federal,
state and local tax consequences of investing in the Fund.

NAV  (NET  ASSET  VALUE)  IS  COMPUTED  BY  ADDING  TOGETHER  THE  VALUE  OF THE
PORTFOLIO'S INVESTMENTS PLUS CASH AND OTHER ASSETS,  SUBTRACTING ITS LIABILITIES
AND THEN DIVIDING THE RESULT BY THE NUMBER OF ITS OUTSTANDING SHARES.



PURCHASING AND REDEEMING FUND SHARES

The Fund is an investment  vehicle for variable  annuity  contracts and variable
life  insurance  policies  offered by the  separate  accounts of life  insurance
companies,  as well as qualified  pension and  retirement  plans.  An individual
cannot invest in a portfolio  directly,  but may do so only through one of these
sources.  The Fund's  shares are held in the names of the separate  accounts and
plans.

   
Shares of the Fund can be  purchased  or  redeemed on any day the New York Stock
Exchange is open.  They will be processed at the NAV next  calculated  after the
purchase or redemption  request is received in good order by the Transfer Agent.
All orders for purchase of shares are subject to  acceptance  by the Fund or its
Transfer Agent.  The Transfer Agent pays for redemptions  within 7 days after it
accepts a redemption request.
    

The Fund may redeem some shares "in kind", which means that some of the proceeds
will be paid with securities the Fund owns instead of cash.



6


<PAGE>


[GRAPHIC OMITTED]

FINANCIAL HIGHLIGHTS

   
The  financial  highlights  table  is  intended  to  help  you  understand  each
portfolio's  financial  performance for the periods shown.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent  the rate  that an  investor  would  have  earned or lost on an
investment   in  the  Fund   (assuming   reinvestment   of  all   dividends  and
distributions).  The financial  highlights for the years ended December 31, 1990
through 1998 have been audited by Arthur  Andersen  LLP, the Fund's  independent
public accountants.  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.   Arthur  Andersen  LLP's  report,  along  with  the  Fund's  financial
statements, are included in the Annual Report, which is available upon request.
    


ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR

   
<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>              <C>          <C>             <C>            <C>
Net asset value, beginning of year      $    43.75       $  40.91     $    39.41      $  27.31       $  30.88
                                        ----------       --------     ----------      --------       --------
Net investment income (loss)                 (0.02)         (0.05)(i)      (0.04)(i)     (0.09)         (0.03)(i)
Net realized and unrealized gain (loss)
 on investments                               6.30           4.45           1.70         12.19          (1.45)
                                        ----------       --------     ----------      --------       --------
Total from investment operations              6.28           4.40           1.66         12.10          (1.48)
                                        ----------       --------     ----------      --------       --------
Dividends from net investment income            --             --             --            --             --
Distributions from net realized gains        (6.06)         (1.56)         (0.16)           --          (2.09)
                                        ----------       --------     ----------      --------       --------
Total distributions                          (6.06)         (1.56)         (0.16)           --          (2.09)
                                        ----------       --------     ----------      --------       --------
Net asset value, end of year            $    43.97       $  43.75     $    40.91      $  39.41        $ 27.31
                                        ==========       ========     ==========      ========       ========
Total Return                                15.53%         11.39%          4.18%        44.31%         (4.38%)
                                        ==========       ========     ==========      ========       ========
Ratios and Supplemental Data:
 Net assets, end of year 
     (000's omitted)                     1,216,584       $997,586     $1,469,518      $984,212       $397,037
                                        ==========       ========     ==========      ========       ========
 Ratio of expenses to average net assets     0.89%          0.89%          0.88%         0.92%          0.96%
                                        ==========       ========     ==========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                     (0.20%)        (0.12%)        (0.09%)       (0.48%)        (0.10%)
                                        ==========       ========     ==========      ========       ========
 Portfolio Turnover Rate                   142.90%        104.43%        110.04%        80.66%        117.61%
                                        ==========       ========     ==========      ========       ========
</TABLE>
    



8

<PAGE>


<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990           1989
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  27.26       $  26.79       $  17.02      $  15.79       $   9.60
                                          --------       --------       --------      --------       --------
Net investment income (loss)                 (0.05)         (0.06)         (0.03)         0.02           0.04
Net realized and unrealized gain (loss)
 on investments                               3.67           0.91           9.82          1.35           6.15
                                          --------       --------       --------      --------       --------
Total from investment operations              3.62           0.85           9.79          1.37           6.19
                                          --------       --------       --------      --------       --------
Dividends from net investment income            --             --          (0.02)        (0.01)            --
Distributions from net realized gains           --          (0.38)            --         (0.13)            --
                                          --------       --------       --------      --------       --------
Total distributions                             --          (0.38)         (0.02)        (0.14)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  30.88       $  27.26       $  26.79      $  17.02       $  15.79
                                          ========       ========       ========      ========       ========
Total Return                                13.28%          3.55%         57.54%         8.71%         64.48%(ii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
 Net assets, end of year (000's omitted)  $238,850       $135,718       $ 56,798      $  7,149       $    569
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     1.03%          0.98%          1.06%         1.50%(iii)     1.50%(iii)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                     (0.35%)        (0.37%)        (0.12%)        0.50%          1.11%
                                          ========       ========       ========      ========       ========
  Portfolio Turnover Rate                   148.07%        108.06%        125.90%       132.46%        133.61%
                                          ========       ========       ========      ========       ========
</TABLE>

  (i) Amount was computed based on average shares outstanding during the year
 (ii) Unaudited
   
(iii) Amounts have been reduced by 0.33% and 9.15% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    

                                                                               9

<PAGE>


ALGER AMERICAN GROWTH PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- --------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>            <C>              <C>           <C>            <C>
Net asset value, beginning of period    $    42.76     $    34.33       $  31.16      $  23.13       $  24.67
                                        ----------     ----------       --------      --------       --------
Net investment income (loss)                  0.09           0.13           0.12          0.02           0.07
Net realized and unrealized gain (loss)
 on investments                              18.32           8.66           4.00          8.33           0.15
                                        ----------     ----------       --------      --------       --------
Total from investment operations             18.41           8.79           4.12          8.35           0.22
                                        ----------     ----------       --------      --------       --------
Dividends from net investment income         (0.13)         (0.13)         (0.02)        (0.07)         (0.03)
Distributions from net realized gains        (7.82)         (0.23)         (0.93)        (0.25)         (1.73)
                                        ----------     ----------       --------      --------       --------
Total Distributions                          (7.95)         (0.36)         (0.95)        (0.32)         (1.76)
                                        ----------     ----------       --------      --------       --------
Net asset value, end of period          $    53.22     $    42.76       $  34.33      $  31.16       $  23.13
                                        ==========     ==========       ========      ========       ========
Total Return                                48.07%         25.75%         13.35%        36.37%          1.45%
                                        ==========     ==========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                        $1,905,719     $1,072,529       $991,028      $502,974       $150,390
                                        ==========     ==========       ========      ========       ========

 Ratio of expenses to average net assets     0.79%          0.79%          0.79%         0.85%          0.86%
                                        ==========     ==========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.27%          0.50%         0.18%          0.48%
                                        ==========     ==========       ========      ========       ========
 Portfolio Turnover Rate                   127.38%        129.50%         82.86%       118.33%        111.76%
                                        ==========     ==========       ========      ========       ========
</TABLE>





10

<PAGE>
   

<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                  January 9, 1989
                                                                                                   (commencement
                                                                                                 of operations) to
                                          Year Ended December 31,                                  December 31,
- ------------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990         1989(ii)
                                            -----          -----          -----         -----         -------
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of period      $  20.17       $  18.00       $  12.86      $  12.41       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income (loss)                  0.03           0.03           0.08(i)       0.07           0.09
Net realized and unrealized gain (loss)
 on investments                               4.50           2.19           5.11          0.44           2.32
                                          --------       --------       --------      --------       --------
Total from investment operations              4.53           2.22           5.19          0.51           2.41
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.03)         (0.03)         (0.05)        (0.06)            --
Distributions from net realized gains           --          (0.02)            --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.03)         (0.05)         (0.05)        (0.06)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of period            $  24.67       $  20.17       $  18.00      $  12.86       $  12.41
                                          ========       ========       ========      ========       ========
Total Return                                22.47%         12.38%         40.39%         4.14%         24.10%(iii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:

Net assets, end of period 
 000's omitted)                           $ 74,878       $ 30,316       $ 10,094      $  1,228       $    171
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.97%          0.99%          1.29%         1.50%(iv)      1.50%(iv)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.33%          0.52%         1.69%          1.30%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   112.64%         63.91%         58.95%        86.77%         79.59%
                                          ========       ========       ========      ========       ========
</TABLE>
    

 (i)  Amount was computed based on average shares outstanding during the period.
 (ii) Ratios have been annualized; total return has not been annualized
(iii) Unaudited
   
 (iv) Amounts have been reduced by 2.31% and 7.32% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    



                                                                              11



<PAGE>

ALGER AMERICAN INCOME & GROWTH PORTFOLIO
   
FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- -------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  10.99        $  8.42       $  17.79      $  13.30       $  15.31
                                          --------       --------       --------      --------       --------
Net investment income                         0.03           0.03           0.09(ii)      0.11(ii)       0.17
Net realized and unrealized gain (loss)
 on investments                               3.30           2.94           1.87          4.54          (1.47)
                                          --------       --------       --------      --------       --------
Total from investment operations              3.33           2.97           1.96          4.65          (1.30)
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.04)         (0.04)         (0.33)        (0.16)         (0.15)
Distributions from net realized gains        (1.16)         (0.36)        (11.00)           --          (0.56)
                                          --------       --------       --------      --------       --------
Total Distributions                          (1.20)         (0.40)        (11.33)        (0.16)         (0.71)
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  13.12       $  10.99        $  8.42      $  17.79       $  13.30
                                          ========       ========       ========      ========       ========
Total Return                                32.39%         36.29%         19.68%        35.13%         (8.28%)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $ 77,926       $ 47,399       $ 20,910      $  8,639       $ 29,135
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.70%          0.74%          0.81%         0.75%          0.75%
                                          ========       ========       ========      ========       ========
 Decrease reflected in above expense
  ratios due to expense reimbursements         --              --             --            --             --
                                          ========       ========       ========      ========       ========
 Ratio of net investment income to
  average net assets                         0.31%          0.56%          0.94%         0.61%          1.22%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   131.67%        150.09%        121.60%       164.05%        177.97%
                                          ========       ========       ========      ========       ========
</TABLE>
    



12


<PAGE>

   
<TABLE>
<CAPTION>
                                                                Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990           1989
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  13.93       $  13.08       $  10.67      $  10.74       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income                         0.07           0.08           0.09          0.11           0.18
Net realized and unrealized gain (loss)
 on investments                               1.37           1.02           2.41         (0.08)          0.56
                                          --------       --------       --------      --------       --------
Total from investment operations              1.44           1.10           2.50          0.03           0.74
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.06)         (0.12)         (0.09)        (0.10)            --
Distributions from net realized gains           --          (0.13)            --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.06)         (0.25)         (0.09)        (0.10)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  15.31       $  13.93       $  13.08      $  10.67       $  10.74
                                          ========       ========       ========      ========       ========
Total Return                                10.34%          8.64%         23.51%         0.28%          7.40%(i)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $ 31,895       $  8,671       $  2,663      $    436       $     98
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.97%          1.25%          1.25%         1.25%          1.25%
                                          ========       ========       ========      ========       ========
 Decrease reflected in above expense
  ratios due to expense reimbursements          --          0.01%          0.66%         5.41%         23.72%
                                          ========       ========       ========      ========       ========
 Ratio of net investment income to
  average net assets                         1.51%          1.62%          2.54%         3.61%          7.36%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   105.80%        100.62%         61.11%        56.90%             --
                                          ========       ========       ========      ========       ========
</TABLE>
    
 
 (i) Unaudited.
 (ii) Amount was computed based on average shares outstanding during the period.


                                                                              13


<PAGE>

FOR FUND INFORMATION:

By telephone:   1-800-992-3863

By mail:        The Alger American Fund
                1 World Trade Center
                Suite 9333
                New York, NY 10048

STATEMENT OF ADDITIONAL INFORMATION

For more detailed  information about the Fund and its policies,  please read the
Statement of Additional Information, which is incorporated by reference into (is
legally  made a part  of)  this  Prospectus.  You  can  get a free  copy  of the
Statement of Additional Information by calling the Fund's toll-free number or by
writing to the address above. The Statement of Additional Information is on file
with the Securities and Exchange Commission.

ANNUAL AND SEMI-ANNUAL REPORTS

   
Additional  information about the Fund's  investments is available in the Fund's
annual and semi-annual reports to shareholders.  In the Fund's annual report you
will find a discussion of the market  conditions and investment  strategies that
significantly  affected the Fund's  performance during the period covered by the
report. You can receive free copies of these reports,  and make inquiries to the
Fund, by calling the Fund's toll-free number or by writing to the address above.
    

Another way you can obtain copies is by visiting the SEC's Public Reference Room
or by  forwarding  your  request  and a  duplicating  fee  to the  SEC's  Public
Reference Section,  Washington,  DC 20549-6009.  Information on the operation of
the Public Reference Room is available by calling 1-800-SEC-0330.

DISTRIBUTOR: FRED ALGER & COMPANY, INCORPORATED















THE ALGER AMERICAN FUND
SEC FILE #811-5550


<PAGE>

   
                                             THE ALGER  |
                                         AMERICAN FUND  |
                                                        |
                    A POOLED FUNDING VEHICLE FOR:       |
                    o VARIABLE ANNUITY CONTRACTS        |   1 WORLD TRADE CENTER
                    o VARIABLE LIFE INSURANCE POLICIES  |   SUITE 9333
                    o QUALIFIED PENSION PLANS           |   NEW YORK, NY 10048
                    o QUALIFIED RETIREMENT PLANS        |   1-800-992-3863
    


                                           PROSPECTUS

                                          MAY 1, 1999

        ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO









As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
determined if the  information in this  Prospectus is accurate or complete,  nor
has it approved or disapproved  these  securities.  It is a criminal  offense to
represent otherwise.

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed  by  the  Federal  Deposit  Insurance  Corporation  or by  any  other
government agency.






<PAGE>




                                                                    THE ALGER
                                                                 AMERICAN FUND

                                 ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
 
                                                                    PROSPECTUS

                                                                   MAY 1, 1999



   
  TABLE OF CONTENTS
- ------------------------------------------------------
2 ..........  Risk/Return Summary: Investments, 
              Risks & Performance

3 ..........  Fees and Expenses

4 ..........  Management & Organization

4 ..........  Shareholder Information
              Distributor .................................  4
              Transfer Agent ..............................  4
              Purchasing and Redeeming Fund Shares ........  5

6 ..........  Financial Highlights

Back Cover:   How to obtain more information
    

<PAGE>





   
                      This page intentionally left blank.
    






                                                                               


<PAGE>


[GRAPHIC OMITTED]

THE ALGER AMERICAN FUND--ALGER
AMERICAN SMALL CAPITALIZATION PORTFOLIO

RISK/RETURN SUMMARY: INVESTMENTS, RISKS & PERFORMANCE

INVESTMENT GOAL AND APPROACH

THE ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  SEEKS  LONG-TERM  CAPITAL
APPRECIATION.

It invests primarily in equity  securities,  such as common or preferred stocks,
which are  listed  on U.S.  exchanges  or in the  over-the-counter  market.  The
portfolio invests primarily in "growth" stocks.  The portfolio's  Manager,  Fred
Alger Management,  Inc.,  believes that these companies tend to fall into one of
two categories:

o High Unit  Volume Growth

  Vital,  creative  companies  which  offer  goods   or  services  to a  rapidly
  expanding  marketplace.  They  include both  established  and emerging  firms,
  offering new or improved  products,  or firms simply  fulfilling  an increased
  demand for an existing line.

o Positive Life Cycle Change

  Companies   experiencing   a   major  change  which  is  expected  to  produce
  advantageous  results.  These  changes  may be  as varied  as new  management,
  products  or  technologies;  restructuring  or  reorganization;  or merger and
  acquisition.

   
It focuses on small,  fast-growing  companies  that offer  innovative  products,
services  or  technologies  to a rapidly  expanding  marketplace.  Under  normal
circumstances, the portfolio invests primarily in the equity securities of small
capitalization  companies.  A small  capitalization  company  is one  that has a
market  capitalization  within the range of the Russell(R)  2000 Growth Index or
the S&P(R)  SmallCap 600 Index.  The market  capitalization  of a company is its
price per share multiplied by its number of outstanding shares.
    

[GRAPHIC OMITTED]

   
PRINCIPAL RISKS

As with any fund that invests in stocks,  your  investment will go up or down in
value,  and the loss of your investment is a risk of investing.  The portfolio's
price per share  will  fluctuate  due to  changes  in the  market  prices of its
investments.  Also, a portfolio  investment  may not grow as fast as the rate of
inflation and stocks tend to be more volatile  than some other  investments  you
could make, such as bonds.  Furthermore,  the returns of a fund concentrating on
"growth"  stocks  tend to vary more  widely  over time than  those of funds that
focus on "value"  stocks;  prices of growth stocks tend to be higher in relation
to their companies' earnings and may be more sensitive to market,  political and
economic  developments  than other  stocks,  making their prices more  volatile.
Based on the portfolio's investment style and objective, an investment in it may
be better suited to investors who seek long-term capital growth and can tolerate
fluctuations in their investment's value.

In addition,  there is the  possibility  of greater  risk because the  portfolio
invests in smaller, less seasoned companies rather than larger, more established
companies.  Increased  risk  may  result  from  such  factors  as  inexperienced
management and limited financial resources.

The  portfolio's  trading in some stocks may be relatively  short-term,  meaning
that it may buy a security  and sell it a short time later to take  advantage of
current  gains if it is  believed  that an  alternative  investment  may provide
greater future growth.  This activity may create higher transaction costs due to
commissions and other expenses.
    




3

<PAGE>


[GRAPHIC OMITTED]

PERFORMANCE

   
The following bar chart shows the changes in the  portfolio's  performance  from
year to year and gives you some  indication  of the  risks of  investing  in the
portfolio.  It assumes reinvestment of dividends and distributions.  The Average
Annual Total Return Table beneath it compares the portfolio's  performance  over
several periods with that of a broad measure of market  performance.  The annual
returns assume  reinvestment of dividends and  distributions.  Remember that the
portfolio's  performance in the past is not  necessarily an indication of how it
will perform in the future.

The  performance  disclosed  in these  charts does not reflect separate  account
charges which, if reflected, would lower returns.

o  Russell 2000 Growth  Index(R):  An index of common  stocks  designed to track
   performance of small capitalization  companies. The index is unmanaged and no
   expenses or fees are reflected in the returns for the index.  The returns for
   the index assume reinvestment of dividends of the underlying  securities that
   make up the index.
    


ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

Annual Total Return as of December 31 each year (%)

   
64.48   8.71   57.54   3.55    13.28    -4.38    44.31     4.18    11.39   15.53
- -----  -----   -----   ----    -----    -----    -----    -----    -----   -----
 89      90      91     92       93       94       95       96       97      98
    

Best Quarter:      25.73%     Q1    1991
Worst Quarter:    -20.72%     Q3    1990

Average Annual Total Return as of December 31, 1998

                                               Since
                                             Inception
                   1 Year   5 Years 10 Years (9/21/88)
- ------------------------------------------------------
American Small
  Capitalization   15.53%    13.09%  19.85%   18.86%
Russell 2000
   Growth Index     1.23%    10.22%  11.54%   11.22%
[GRAPHIC OMITTED]


FEES AND EXPENSES

Investors  incur certain fees and expenses in  connection  with an investment in
the  portfolio.  The  following  table shows the fees and expenses  that you may
incur if you buy and hold shares of the portfolio.



<TABLE>
<CAPTION>
                                                                  ANNUAL FUND OPERATING
                                                                  EXPENSES
                                                                  (expenses that are deducted
                                                                  from Fund assets)
                         SHAREHOLDER FEES
                     (fees paid directly from                                                          TOTAL ANNUAL FUND
                         your investment)       Management Fees   Distribution Fees   Other Expenses   OPERATING EXPENSES
=========================================================================================================================
<S>                            <C>                    <C>                <C>               <C>                <C>
Alger American Small           None                   .85%               None              .04%               .89%
Capitalization
Portfolio
</TABLE>


EXAMPLE

The  following  example,  which  reflects  the  shareholder  fees and  operating
expenses  listed above, is intended to help you compare the cost of investing in
the portfolio with the cost of investing in other mutual funds.

The  example  assumes  that you  invest  $10,000 in the  portfolio  for the time
periods indicated. The example also assumes that your investment has a 5% return
each year and that the portfolio's  operating expenses remain the same as in the
prior  table.  The figures  shown would be the same whether or not you sold your
shares at the end of each  period.  Although  your actual costs may be higher or
lower, based on these assumptions your costs would be:

                         1 Year  3 Years    5 Years    10 Years
- --------------------------------------------------------------------------------
  ALGER AMERICAN SMALL     $91    $284       $493        $1,096
  CAPITALIZATION
  PORTFOLIO


The example above does not reflect charges and deductions  which are, or may be,
imposed under variable annuity contracts,  variable life insurance policies,  or
pension or retirement  plans.  Such charges and  deductions are described in the
prospectus  for the contract or policy  accompanying  this  prospectus or in the
Plan documents.



                                                                               4

<PAGE>


ADDITIONAL INFORMATION ABOUT THE PORTFOLIO'S INVESTMENTS

   
The portfolio may invest up to 100% of its assets in cash,  high grade bonds, or
cash  equivalents for temporary  defensive  reasons if the Manager believes that
adverse market or other  conditions  warrant.  This is to attempt to protect the
portfolio's  assets from loss,  rather than directly to promote the  portfolio's
investment  objective.  The portfolio may not achieve its objective  during such
periods.

Other  securities  the  portfolio  may  invest in are  discussed  in the  Fund's
Statement of Additional Information (see back cover).
    

[GRAPHIC OMITTED]

MANAGEMENT AND ORGANIZATION

MANAGER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048

   
The Manager has been an investment  adviser since 1964, and manages  investments
totaling  (at  12/31/98)  $6.64  billion in mutual  fund assets as well as $3.95
billion in other assets. The Manager is responsible for managing the portfolio's
assets  according  to its goal and for  placing  orders with  broker-dealers  to
purchase and sell  securities on behalf of the portfolio.  The portfolio has had
the same  manager  since  inception  and, for the most recent  fiscal year,  the
portfolio  paid the  Manager a fee at the annual rate based on a  percentage  of
average daily net assets of .85%. 
    

PORTFOLIO MANAGERS 

David Alger and Seilai Khoo are the  individuals  responsible for the day-to-day
management of the portfolio's investments. Mr. Alger, a manager of the portfolio
since  its  inception,  has been  employed  by the  Manager  as  Executive  Vice
President and Director of Research since 1971, and as President  since 1995. Ms.
Khoo has been employed by the Manager since 1989, as a senior  research  analyst
until 1995 and as a Senior Vice President and co-manager since 1995.

YEAR 2000

   
The Fund's Manager and  Distributor  (Fred Alger & Company,  Incorporated)  have
advised  the Fund that they are  implementing  a Year 2000 plan to  address  any
issues arising from computer systems' potentially  erroneous reading of dates in
the year 2000.  Specifically,  they are in the  process of  confirming  that the
Fund's  service  providers are resolving any Year 2000 issues as the  millennium
approaches.  While there can be no assurance that there will be no impairment of
services  at that time,  currently,  it is not  anticipated  that  shareholders'
investments  in the Fund will be impacted  negatively  as a result of the Fund's
Year 2000  transition.  However,  people and resources have been devoted to this
important review.
    

Year 2000 issues, real or perceived, may also adversely affect stock prices. The
Manager intends to review SEC filings and other year 2000 readiness  information
from companies in which the Fund may invest significantly,  as well as readiness
information  from  other  sources.  The  Manager  and the Fund have no reason to
believe that such measures  will not be  sufficient to avoid a material  adverse
effect on the Fund's  investments,  although there can be no assurance that they
will be.

[GRAPHIC OMITTED]

SHAREHOLDER INFORMATION

DISTRIBUTOR

Fred Alger & Company, Incorporated
30 Montgomery Street
Jersey City, NJ 07302

TRANSFER AGENT

Alger Shareholder Services, Inc.
30 Montgomery Street
Jersey City, NJ 07302

   
NET ASSET VALUE
    
The  price of one  share  is its  "net  asset  value",  or NAV.  The NAV for the
portfolio is calculated as of the close of business  (normally 4:00 p.m. Eastern
time) every day the New York Stock Exchange is open. Generally,  the Exchange is
closed on weekends  and various  national  holidays.  It may close on other days
from time to time. 

The Fund  generally  values the assets of the  portfolio  on the basis of market
quotations or, where market quotations are not readily  available,  on the basis
of fair value as  determined  by the  Manager  under  procedures  adopted by the
Fund's  Board of  Trustees.  Short-term  money  market  instruments  held by the
portfolio are valued on the basis of amortized  cost. 

   
DIVIDENDS AND DISTRIBUTIONS

The  Fund  declares  and  pays  dividends  and  distributions  by the  portfolio
annually.  The Fund  expects  that these annual  payments to  shareholders  will
consist of both capital gains and net investment income.

Participants in variable annuity  contracts,  variable life insurance  policies,
and qualified  pension and retirement  plans  ordinarily  will not be subject to
taxation on dividends  from net  investment  income and  distributions  from net
realized  capital gains until they receive a distribution  of the dividends from
their plan accounts. Generally, distributions from these investment vehicles are
taxable as ordinary  income at the rate  applicable to each  participant  at the
time of distribution.In certain cases, distributions made to a participant prior
to the participant's reaching age 59 1/2 are sub-
    

5

<PAGE>


ject to a penalty tax equivalent to 10% of the distributed  amount,  in addition
to the ordinary income tax payable on such amount.

Because  everyone's  tax situation is unique,  see a tax advisor about  federal,
state and local tax consequences of investing in the Fund.

NAV  (NET  ASSET  VALUE)  IS  COMPUTED  BY  ADDING  TOGETHER  THE  VALUE  OF THE
PORTFOLIO'S INVESTMENTS PLUS CASH AND OTHER ASSETS,  SUBTRACTING ITS LIABILITIES
AND THEN DIVIDING THE RESULT BY THE NUMBER OF ITS OUTSTANDING SHARES.

PURCHASING AND REDEEMING FUND SHARES

The Fund is an investment  vehicle for variable  annuity  contracts and variable
life  insurance  policies  offered by the  separate  accounts of life  insurance
companies,  as well as qualified  pension and  retirement  plans.  An individual
cannot invest in the portfolio directly, but may do so only through one of these
sources.  The Fund's  shares are held in the names of the separate  accounts and
plans.

   
Shares of the Fund can be  purchased  or  redeemed on any day the New York Stock
Exchange is open.  They will be processed at the NAV next  calculated  after the
purchase or redemption  request is received in good order by the Transfer Agent.
All orders for purchase of shares are subject to  acceptance  by the Fund or its
Transfer Agent.  The Transfer Agent pays for redemptions  within 7 days after it
accepts a redemption request.
    

The Fund may redeem some shares "in kind", which means that some of the proceeds
will be paid with securities the Fund owns instead of cash.




                                                                               6

<PAGE>

[GRAPHIC OMITTED]

FINANCIAL HIGHLIGHTS

   
The  financial   highlights  table  is  intended  to  help  you  understand  the
portfolio's  financial  performance for the periods shown.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent  the rate  that an  investor  would  have  earned or lost on an
investment   in  the  Fund   (assuming   reinvestment   of  all   dividends  and
distributions).  The financial  highlights for the years ended December 31, 1990
through 1998 have been audited by Arthur  Andersen  LLP, the Fund's  independent
public accountants.  The Financial  Highlights,  with the exception of the total
return information,  for the period ended December 31, 1998 have been audited by
other  independent  accountants,  who  have  expressed  an  unqualified  opinion
thereon.   Arthur  Andersen  LLP's  report,  along  with  the  Fund's  financial
statements, are included in the Annual Report, which is available upon request.
    

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>              <C>          <C>             <C>            <C>
Net asset value, beginning of year      $    43.75       $  40.91     $    39.41      $  27.31       $  30.88
                                        ----------       --------     ----------      --------       --------
Net investment income (loss)                 (0.02)         (0.05)(i)      (0.04)(i)     (0.09)         (0.03)(i)
Net realized and unrealized gain (loss)
 on investments                               6.30           4.45           1.70         12.19          (1.45)
                                        ----------       --------     ----------      --------       --------
Total from investment operations              6.28           4.40           1.66         12.10          (1.48)
                                        ----------       --------     ----------      --------       --------
Dividends from net investment income            --             --             --            --             --
Distributions from net realized gains        (6.06)         (1.56)         (0.16)           --          (2.09)

                                        ----------       --------     ----------      --------       --------
Total distributions                          (6.06)         (1.56)         (0.16)           --          (2.09)
                                        ----------       --------     ----------      --------       --------
Net asset value, end of year            $    43.97       $  43.75     $    40.91      $  39.41       $  27.31
                                        ==========       ========     ==========      ========       ========
Total Return                                15.53%         11.39%          4.18%        44.31%         (4.38%)
                                        ==========       ========     ==========      ========       ========
Ratios and Supplemental Data:
 Net assets, end of year 
     (000's omitted)                     1,216,584       $997,586     $1,469,518      $984,212       $397,037
                                        ==========       ========     ==========      ========       ========
 Ratio of expenses to average net assets     0.89%          0.89%          0.88%         0.92%          0.96%
                                        ==========       ========     ==========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                     (0.20%)        (0.12%)        (0.09%)       (0.48%)        (0.10%)
                                        ==========       ========     ==========      ========       ========
 Portfolio Turnover Rate                   142.90%        104.43%        110.04%        80.66%        117.61%
                                        ==========       ========     ==========      ========       ========
</TABLE>




7

<PAGE>

<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990           1989
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  27.26       $  26.79       $  17.02      $  15.79       $   9.60
                                          --------       --------       --------      --------       --------
Net investment income (loss)                 (0.05)         (0.06)         (0.03)         0.02           0.04
Net realized and unrealized gain (loss)
 on investments                               3.67           0.91           9.82          1.35           6.15
                                          --------       --------       --------      --------       --------
Total from investment operations              3.62           0.85           9.79          1.37           6.19
                                          --------       --------       --------      --------       --------
Dividends from net investment income            --             --          (0.02)        (0.01)            --
Distributions from net realized gains           --          (0.38)            --         (0.13)            --
                                          --------       --------       --------      --------       --------
Total distributions                             --          (0.38)         (0.02)        (0.14)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  30.88       $  27.26       $  26.79      $  17.02       $  15.79
                                          ========       ========       ========      ========       ========
Total Return                                13.28%          3.55%         57.54%         8.71%         64.48%(ii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
 Net assets, end of year (000's omitted)  $238,850       $135,718       $ 56,798      $  7,149       $    569
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     1.03%          0.98%          1.06%         1.50%(iii)     1.50%(iii)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                     (0.35%)        (0.37%)        (0.12%)        0.50%          1.11%
                                          ========       ========       ========      ========       ========
  Portfolio Turnover Rate                   148.07%        108.06%        125.90%       132.46%        133.61%
                                          ========       ========       ========      ========       ========
</TABLE>

  (i) Amount was computed based on average shares outstanding during the year
 (ii) Unaudited
   
(iii) Amounts have been reduced by 0.33% and 9.15% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    


                                                                               8


<PAGE>


FOR FUND INFORMATION:

By telephone:   1-800-992-3863

By mail:        The Alger American Fund
                1 World Trade Center
                Suite 9333
                New York, NY 10048

STATEMENT OF ADDITIONAL INFORMATION

For more detailed  information about the Fund and its policies,  please read the
Statement of Additional Information, which is incorporated by reference into (is
legally  made a part  of)  this  Prospectus.  You  can  get a free  copy  of the
Statement of Additional Information by calling the Fund's toll-free number or by
writing to the address above. The Statement of Additional Information is on file
with the Securities and Exchange Commission.

ANNUAL AND SEMI-ANNUAL REPORTS

Additional  information about the Fund's  investments is available in the Fund's
annual and semi-annual reports to shareholders.  In the Fund's annual report you
will find a discussion of the market  conditions and investment  strategies that
significantly  affected the Fund's  performance during the period covered by the
report.  You can receive free copies of these reports,  and to make inquiries to
the Fund,  by calling the Fund's  toll-free  number or by writing to the address
above.

Another way you can obtain copies is by visiting the SEC's Public Reference Room
or by  forwarding  your  request  and a  duplicating  fee  to the  SEC's  Public
Reference Section,  Washington,  DC 20549-6009.  Information on the operation of
the Public Reference Room is available by calling 1-800-SEC-0330.

DISTRIBUTOR: FRED ALGER & COMPANY, INCORPORATED







THE ALGER AMERICAN FUND
SEC FILE #811-5550


<PAGE>


   
                                             THE ALGER  |
                                         AMERICAN FUND  |
                                                        |
                    A POOLED FUNDING VEHICLE FOR:       |
                    o VARIABLE ANNUITY CONTRACTS        |   1 WORLD TRADE CENTER
                    o VARIABLE LIFE INSURANCE POLICIES  |   SUITE 9333
                    o QUALIFIED PENSION PLANS           |   NEW YORK, NY 10048
                    o QUALIFIED RETIREMENT PLANS        |   1-800-992-3863
    


                                           PROSPECTUS

                                          MAY 1, 1999

                      ALGER AMERICAN GROWTH PORTFOLIO









As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
determined if the  information in this  Prospectus is accurate or complete,  nor
has it approved or disapproved  these  securities.  It is a criminal  offense to
represent otherwise.

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed  by  the  Federal  Deposit  Insurance  Corporation  or by  any  other
government agency.



<PAGE>


                                                                       THE ALGER
                                                                   AMERICAN FUND

                                                 ALGER AMERICAN GROWTH PORTFOLIO

                                                                      PROSPECTUS

                                                                     MAY 1, 1999

   
TABLE OF CONTENTS
- -------------------------------------------------------------------
2 ..........  Risk/Return Summary: Investments,
              Risks & Performance

3 ..........  Fees and Expenses

4 ..........  Management & Organization

4 ..........  Shareholder Information

              Distributor ...........................  4

              Transfer Agent ........................  4

              Purchasing and Redeeming
              Fund Shares ...........................  5

6 ..........  Financial Highlights

Back Cover:   How to obtain more information
    



<PAGE>



[GRAPHIC OMITTED]

RISK/RETURN SUMMARY: INVESTMENTS, RISKS & PERFORMANCE

THE ALGER AMERICAN FUND--
ALGER AMERICAN GROWTH PORTFOLIO

INVESTMENT GOAL AND APPROACH

THE ALGER AMERICAN GROWTH PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION.

It invests primarily in equity  securities,  such as common or preferred stocks,
which are  listed  on U.S.  exchanges  or in the  over-the-counter  market.  The
portfolio invests primarily in "growth" stocks.  The portfolio's  Manager,  Fred
Alger Management,  Inc.,  believes that these companies tend to fall into one of
two categories:

   
o High Unit Volume Growth
    

   Vital,  creative  companies  which  offer  goods  or  services  to a  rapidly
   expanding  marketplace.  They include both  established  and emerging  firms,
   offering new or improved  products,  or firms simply  fulfilling an increased
   demand for an existing line.

o Positive Life Cycle Change

   Companies   experiencing   a  major  change  which  is  expected  to  produce
   advantageous  results.  These  changes  may be as varied  as new  management,
   products or  technologies;  restructuring  or  reorganization;  or merger and
   acquisition.

   
It  focuses on growing  companies  that  generally  have  broad  product  lines,
markets,   financial   resources   and  depth  of   management.   Under   normal
circumstances, the portfolio invests primarily in the equity securities of large
companies.   The   portfolio   considers  a  large  company  to  have  a  market
capitalization of $1 billion or greater. The market  capitalization of a company
is its price per share multiplied by its number of shares outstanding.
    

[GRAPHIC OMITTED]

PRINCIPAL RISKS

   
As with any fund that invests in stocks,  your  investment will go up or down in
value,  and the loss of your investment is a risk of investing.  The portfolio's
price per share  will  fluctuate  due to  changes  in the  market  prices of its
investments.  Also, a portfolio  investment  may not grow as fast as the rate of
inflation and stocks tend to be more volatile  than some other  investments  you
could make, such as bonds.  Furthermore,  the returns of a fund concentrating on
"growth"  stocks  tend to vary more  widely  over time than  those of funds that
focus on "value"  stocks;  prices of growth stocks tend to be higher in relation
to their companies' earnings and may be more sensitive to market,  political and
economic  developments  than other  stocks,  making their prices more  volatile.
Based on the portfolio's investment style and objective, an investment in it may
be better suited to investors who seek long-term capital growth and can tolerate
fluctuations in their investment's value.
    

The  portfolio's  trading in some stocks may be relatively  short-term,  meaning
that it may buy a security  and sell it a short time later to take  advantage of
current  gains if it is  believed  that an  alternative  investment  may provide
greater future growth.  This activity may create higher transaction costs due to
commissions and other expenses.

[GRAPHIC OMITTED]

PERFORMANCE

   
The following bar chart shows changes in the portfolio's  performance  from year
to year  and  gives  you  some  indication  of the  risks  of  investing  in the
portfolio.

The Average  Annual  Total  Return  Table  beneath it compares  the  portfolio's
performance  over  several  periods  with  that of a  broad  measure  of  market
performance.   The  annual   returns  assume   reinvestment   of  dividends  and
distributions.  Remember that how the portfolio has performed in the past is not
necessarily an indication of how it will perform in the future.


The  performance disclosed  in these  charts does not reflect  separate  account
charges which, if reflected, would lower returns.
    


2

<PAGE>

   
o  S&P 500(R) Index:  An index of large company  common stocks  considered to be
   representative  of the U.S.  stock market in general.  The index is unmanaged
   and no expenses  or fees are  reflected  in the  returns  for the index.  The
   returns for the index assume  reinvestment  of  dividends  of the  underlying
   securities that make up the index.
    



ALGER AMERICAN GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)


4.14    40.39     12.38    22.47     1.45      36.37    13.35    25.75    48.07
- ----   ------     -----    -----     ----      -----    -----    -----    -----
 90      91        92       93        94         95       96       97       98


Best Quarter:       25.93%    Q4      1998
Worst Quarter:     -16.21%    Q3      1990

Average Annual Total Return as of December 31, 1998

                                               Since
                                             Inception
                   1 Year        5 Years     (1/9/89)
- ------------------------------------------------------
American Growth    48.07%        23.90%       22.03%
S&P 500 Index      28.58%        24.06%       19.05%


[GRAPHIC OMITTED]

Fees and Expenses

Investors  incur certain fees and expenses in  connection  with an investment in
the  portfolio.  The  following  table shows the fees and expenses  that you may
incur if you buy and hold shares of the portfolio.


<TABLE>
<CAPTION>
                                                                  ANNUAL FUND OPERATING
                                                                  EXPENSES
                                                                  (expenses that are deducted
                                                                  from Fund assets)
                         SHAREHOLDER FEES
                     (fees paid directly from                                                          TOTAL ANNUAL FUND
                         your investment)       Management Fees   Distribution Fees   Other Expenses   OPERATING EXPENSES
=========================================================================================================================
<S>                            <C>                    <C>                <C>               <C>                <C>
Alger American                 None                   .75%               None              .04%               .79%
Growth
Portfolio
</TABLE>


EXAMPLE

The  following  example,  which  reflects  the  shareholder  fees and  operating
expenses  listed above, is intended to help you compare the cost of investing in
the portfolio with the cost of investing in other mutual funds.

   
The  example  assumes  that you  invest  $10,000 in the  portfolio  for the time
periods indicated. The example also assumes that your investment has a 5% return
each year and that the portfolio's  operating expenses remain the same as in the
prior  table.  The figures  shown would be the same whether or not you sold your
shares at the end of each  period.  Although  your actual costs may be higher or
lower, based on these assumptions your costs would be:
    

   
                           1 Year   3 Years    5 Years    10 Years
- -------------------------------------------------------------------------------
  Alger American            $81       $252      $439        $978
  Growth
  Portfolio
    

The example above does not reflect charges and deductions  which are, or may be,
imposed under variable annuity contracts,  variable life insurance policies,  or
pension or retirement  plans.  Such charges and  deductions are described in the
prospectus  for the contract or policy  accompanying  this  prospectus or in the
Plan documents.

ADDITIONAL INFORMATION ABOUT
THE PORTFOLIO'S INVESTMENTS

   
The portfolio may invest up to 100% of its assets in cash,  high grade bonds, or
cash  equivalents for temporary  defensive  reasons if the Manager believes that
adverse market or other  conditions  warrant.  This is to attempt to protect the
portfolio's  assets from loss,  rather than directly to promote the  portfolio's
investment  objective.  The portfolio may not achieve its objective  during such
periods.
    

Other  securities  the  portfolio  may  invest in are  discussed  in the  Fund's
Statement of Additional Information (see back cover).


                                                                               3

<PAGE>

[GRAPHIC OMITTED]

MANAGEMENT AND ORGANIZATION

MANAGER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048

   
The Manager has been an investment  adviser since 1964, and manages  investments
totaling  (at  12/31/98)  $6.64  billion in mutual  fund assets as well as $3.95
billion in other assets. The Manager is responsible for managing the portfolio's
assets  according  to its goal and for  placing  orders with  broker-dealers  to
purchase and sell  securities on behalf of the portfolio.  The portfolio has had
the same  manager  since  inception  and, for the most recent  fiscal year,  the
portfolio  paid the  Manager a fee at the annual rate based on a  percentage  of
average daily net assets of .75%.
    

PORTFOLIO MANAGERS

   
David Alger and Ron Tartaro are the  individuals  responsible for the day-to-day
management of the portfolio's investments. Mr. Alger, a manager of the portfolio
since  its  inception,  has been  employed  by the  Manager  as  Executive  Vice
President and Director of Research since 1971, and as President  since 1995. Mr.
Tartaro  has been  employed  by the Manager  since  1990,  as a senior  research
analyst until 1995 and as a Senior Vice President and co-manager since 1995.
    

YEAR 2000

   
The Fund's Manager and  Distributor  (Fred Alger & Company,  Incorporated)  have
advised  the Fund that they are  implementing  a Year 2000 plan to  address  any
issues arising from computer systems' potentially  erroneous reading of dates in
the year 2000.  Specifically,  they are in the  process of  confirming  that the
Fund's  service  providers are resolving any Year 2000 issues as the  millennium
approaches.  While there can be no assurance that there will be no impairment of
services  at that time,  currently,  it is not  anticipated  that  shareholders'
investments  in the Fund will be impacted  negatively  as a result of the Fund's
Year 2000  transition.  However,  people and resources have been devoted to this
important review.
    

Year 2000 issues, real or perceived, may also adversely affect stock prices. The
Manager intends to review SEC filings and other Year 2000 readiness  information
from companies in which the Fund may invest significantly,  as well as readiness
information  from  other  sources.  The  Manager  and the Fund have no reason to
believe that such measures  will not be  sufficient to avoid a material  adverse
effect on the Fund's  investments,  although there can be no assurance that they
will be.

[GRAPHIC OMITTED]

SHAREHOLDER INFORMATION

DISTRIBUTOR

Fred Alger & Company, Incorporated
30 Montgomery Street
Jersey City, NJ 07302

TRANSFER AGENT

Alger Shareholder Services, Inc.
30 Montgomery Street
Jersey City, NJ 07302

   
NET ASSET VALUE

The  price of one  share  is its  "net  asset  value",  or NAV.  The NAV for the
portfolio is calculated as of the close of business  (normally 4:00 p.m. Eastern
time) every day the New York Stock Exchange is open. Generally,  the Exchange is
closed on weekends and various national holidays.
    

The Fund  generally  values the assets of the  portfolio  on the basis of market
quotations or, where market quotations are not readily  available,  on the basis
of fair value as  determined  by the  Manager  under  procedures  adopted by the
Fund's  Board of  Trustees.  Short-term  money  market  instruments  held by the
portfolio are valued on the basis of amortized cost.

   
DIVIDENDS AND DISTRIBUTIONS

The  Fund  declares  and  pays  dividends  and  distributions  by the  portfolio
annually.  The Fund  expects  that these annual  payments to  shareholders  will
consist of both capital gains and net investment income.
    




4

<PAGE>
   
Participants in variable annuity  contracts,  variable life insurance  policies,
and qualified  pension and retirement  plans  ordinarily  will not be subject to
taxation on dividends  from net  investment  income and  distributions  from net
realized  capital  gains  until they  receive a  distribution  of the  dividends
distributions  from their plan  accounts.  Generally,  distributions  from these
investment  vehicles are taxable as ordinary  income at the rate  applicable  to
each  participant at the time of  distribution.In  certain cases,  distributions
made to a participant prior to the participant's reaching age 59-1/2 are subject
to a penalty tax equivalent to 10% of the distributed amount, in addition to the
ordinary income tax payable on such amount.
    
Because  everyone's  tax situation is unique,  see a tax advisor about  federal,
state and local tax consequences of investing in the Fund.

NAV  (NET  ASSET  VALUE)  IS  COMPUTED  BY  ADDING  TOGETHER  THE  VALUE  OF THE
PORTFOLIO'S INVESTMENTS PLUS CASH AND OTHER ASSETS,  SUBTRACTING ITS LIABILITIES
AND THEN DIVIDING THE RESULT BY THE NUMBER OF ITS OUTSTANDING SHARES.

PURCHASING AND REDEEMING FUND SHARES

The Fund is an investment  vehicle for variable  annuity  contracts and variable
life  insurance  policies  offered by the  separate  accounts of life  insurance
companies,  as well as qualified  pension and  retirement  plans.  An individual
cannot invest in the portfolio directly, but may do so only through one of these
sources.  The Fund's  shares are held in the names of the separate  accounts and
plans.

   
Shares of the Fund can be  purchased  or  redeemed on any day the New York Stock
Exchange is open.  They will be processed at the NAV next  calculated  after the
purchase or redemption  request is received in good order by the Transfer Agent.
All orders for purchase of shares are subject to  acceptance  by the Fund or its
Transfer Agent.  The Transfer Agent pays for redemptions  within 7 days after it
accepts a redemption request.
    

The Fund may redeem some shares "in kind", which means that some of the proceeds
will be paid with securities the Fund owns instead of cash.




                                                                               5


<PAGE>

GRAPHIC OMITTED]

FINANCIAL HIGHLIGHTS



   
The  financial   highlights  table  is  intended  to  help  you  understand  the
portfolio's  financial  performance for the periods shown.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent  the rate  that an  investor  would  have  earned or lost on an
investment   in  the  Fund   (assuming   reinvestment   of  all   dividends  and
distributions).  The financial  highlights for the years ended December 31, 1990
through 1998 have been audited by Arthur  Andersen  LLP, the Fund's  independent
public accountants.  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.   Arthur  Andersen  LLP's  report,  along  with  the  Fund's  financial
statements, are included in the Annual Report, which is available upon request.
    


ALGER AMERICAN GROWTH PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- --------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                     <C>            <C>              <C>           <C>            <C>
Net asset value, beginning of period    $    42.76     $    34.33       $  31.16      $  23.13       $  24.67
                                        ----------     ----------       --------      --------       --------
Net investment income (loss)                  0.09           0.13           0.12          0.02           0.07
Net realized and unrealized gain (loss)
 on investments                              18.32           8.66           4.00          8.33           0.15
                                        ----------     ----------       --------      --------       --------
Total from investment operations             18.41           8.79           4.12          8.35           0.22
                                        ----------     ----------       --------      --------       --------
Dividends from net investment income         (0.13)         (0.13)         (0.02)        (0.07)         (0.03)
Distributions from net realized gains        (7.82)         (0.23)         (0.93)        (0.25)         (1.73)
                                        ----------     ----------       --------      --------       --------
Total Distributions                          (7.95)         (0.36)         (0.95)        (0.32)         (1.76)
                                        ----------     ----------       --------      --------       --------
Net asset value, end of period          $    53.22        $ 42.76        $ 34.33       $ 31.16        $ 23.13
                                        ==========     ==========       ========      ========       ========
Total Return                                48.07%         25.75%         13.35%        36.37%          1.45%
                                        ==========     ==========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                        $1,905,719     $1,072,529       $991,028      $502,974       $150,390
                                        ==========     ==========       ========      ========       ========

 RATIO OF EXPENSES TO AVERAGE NET ASSETS     0.79%          0.79%          0.79%         0.85%          0.86%
                                        ==========     ==========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.27%          0.50%         0.18%          0.48%
                                        ==========     ==========       ========      ========       ========
 Portfolio Turnover Rate                   127.38%        129.50%         82.86%       118.33%        111.76%
                                        ==========     ==========       ========      ========       ========
</TABLE>





6

<PAGE>

<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                  January 9, 1989
                                                                                                   (commencement
                                                                                                 of operations) to
                                          Year Ended December 31,                                  December 31,
- ------------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990         1989(ii)
                                            -----          -----          -----         -----         -------
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of period      $  20.17       $  18.00       $  12.86      $  12.41       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income (loss)                  0.03           0.03           0.08(i)       0.07           0.09
Net realized and unrealized gain (loss)
 on investments                               4.50           2.19           5.11          0.44           2.32
                                          --------       --------       --------      --------       --------
Total from investment operations              4.53           2.22           5.19          0.51           2.41
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.03)         (0.03)         (0.05)        (0.06)            --
Distributions from net realized gains           --          (0.02)            --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.03)         (0.05)         (0.05)        (0.06)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of period            $  24.67       $  20.17       $  18.00      $  12.86       $  12.41
                                          ========       ========       ========      ========       ========
Total Return                                22.47%         12.38%         40.39%         4.14%         24.10%(iii)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 000's omitted)                           $ 74,878       $ 30,316       $ 10,094      $  1,228       $    171
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.97%          0.99%          1.29%         1.50%(iv)      1.50%(iv)
                                          ========       ========       ========      ========       ========
 Ratio of net investment income (loss)
  to average net assets                      0.25%          0.33%          0.52%         1.69%          1.30%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   112.64%         63.91%         58.95%        86.77%         79.59%
                                           ========       ========       ========      ========       ========
</TABLE>


 (i)  Amount was computed based on average shares outstanding during the period.
 (ii) Ratios have been annualized; total return has not been annualized
(iii) Unaudited
   
 (iv) Amounts have been reduced by 2.31% and 7.32% for the years ended  December
      31, 1990 and 1989, respectively, due to expense reimbursements.
    


                                                                               7

<PAGE>

FOR FUND INFORMATION:

By telephone:   1-800-992-3863

By mail:        The Alger American Fund
                1 World Trade Center
                Suite 9333
                New York, NY 10048

STATEMENT OF ADDITIONAL INFORMATION

For more detailed  information about the Fund and its policies,  please read the
Statement of Additional Information, which is incorporated by reference into (is
legally  made a part  of)  this  Prospectus.  You  can  get a free  copy  of the
Statement of Additional Information by calling the Fund's toll-free number or by
writing to the address above. The Statement of Additional Information is on file
with the Securities and Exchange Commission.

ANNUAL AND SEMI-ANNUAL REPORTS

   
Additional  information about the Fund's  investments is available in the Fund's
annual and semi-annual reports to shareholders.  In the Fund's annual report you
will find a discussion of the market  conditions and investment  strategies that
significantly  affected the Fund's  performance during the period covered by the
report.  You can receive free copies of these reports,  and to make inquiries to
the Fund,  by calling the Fund's  toll-free  number or by writing to the address
above.
    

Another way you can obtain copies is by visiting the SEC's Public Reference Room
or by  forwarding  your  request  and a  duplicating  fee  to the  SEC's  Public
Reference Section,  Washington,  DC 20549-6009.  Information on the operation of
the Public Reference Room is available by calling 1-800-SEC-0330.

DISTRIBUTOR: FRED ALGER & COMPANY, INCORPORATED







THE ALGER AMERICAN FUND
SEC FILE #811-5550


<PAGE>

   
                                             THE ALGER  |
                                         AMERICAN FUND  |
                                                        |
                    A POOLED FUNDING VEHICLE FOR:       |
                    o VARIABLE ANNUITY CONTRACTS        |   1 WORLD TRADE CENTER
                    o VARIABLE LIFE INSURANCE POLICIES  |   SUITE 9333
                    o QUALIFIED PENSION PLANS           |   NEW YORK, NY 10048
                    o QUALIFIED RETIREMENT PLANS        |   1-800-992-3863
    


                                           PROSPECTUS

                                          MAY 1, 1999

             ALGER AMERICAN INCOME & GROWTH PORTFOLIO
 








As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
determined if the  information in this  Prospectus is accurate or complete,  nor
has it approved or disapproved  these  securities.  It is a criminal  offense to
represent otherwise.

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed  by  the  Federal  Deposit  Insurance  Corporation  or by  any  other
government agency.




<PAGE>


                                                                       THE ALGER
                                                                   AMERICAN FUND

                                                         ALGER AMERICAN INCOME &
                                                                GROWTH PORTFOLIO

                                                                      PROSPECTUS

                                                                     MAY 1, 1999

TABLE OF CONTENTS
- ----------------------------------------------------

3 ..........  Risk/Return Summary: Investments, 
              Risks & Performance

4 ..........  Fees and Expenses

4 ..........  Management & Organization

5 ..........  Shareholder Information

              Purchasing and Redeeming 
              Fund Shares .....................  5

              Financial Highlights ............  6

Back Cover:   How to obtain more information








<PAGE>





   
                      [This page intentionally left blank]
    







<PAGE>


[GRAPHIC OMITTED]

RISK/RETURN SUMMARY: INVESTMENTS, RISKS & PERFORMANCE

   
THE ALGER AMERICAN FUND-
ALGER AMERICAN INCOME & GROWTH PORTFOLIO
    

INVESTMENT GOAL AND APPROACH

THE ALGER AMERICAN  INCOME & GROWTH  PORTFOLIO  SEEKS TO PROVIDE A HIGH LEVEL OF
DIVIDEND INCOME; ITS SECONDARY GOAL IS TO PROVIDE CAPITAL APPRECIATION.

It invests primarily in equity  securities,  such as common or preferred stocks,
which are  listed  on U.S.  exchanges  or in the  over-the-counter  market.  The
portfolio invests primarily in "growth" stocks.  The portfolio's  Manager,  Fred
Alger Management,  Inc.,  believes that these companies tend to fall into one of
two categories: 

o High Unit Volume Growth

  Vital, creative companies which offer goods or services to a rapidly expanding
  marketplace.  They include both established and emerging  firms,  offering new
  or improved  products,  or firms simply fulfilling an increased  demand for an
  existing line.

o Positive Life Cycle Change

  Companies   experiencing   a  major  change  which   is  expected  to  produce
  advantageous  results.  These  changes  may be  as varied  as new  management,
  products  or  technologies;  restructuring  or  reorganization;  or merger and
  acquisition.

  The portfolio invests in dividend paying equity securities, such as common  or
  preferred  stocks,  preferably  those which the Manager  believes  also  offer
  opportunities for capital appreciation.

[GRAPHIC OMITTED]

   
PRINCIPAL RISKS
    

As with any fund that invests in stocks,  your  investment will go up or down in
value,  and the loss of your investment is a risk of investing.  The portfolio's
price per share  will  fluctuate  due to  changes  in the  market  prices of its
investments.  Also, a portfolio  investment  may not grow as fast as the rate of
inflation.  Furthermore,  the returns of a fund concentrating on "growth" stocks
tend to vary more  widely  over time than  those of funds  that focus on "value"
stocks;  prices  of  growth  stocks  tend to be  higher  in  relation  to  their
companies' earnings and may be more sensitive to market,  political and economic
developments than other stocks, making their prices more volatile.  Based on the
portfolio's investment styles and objectives,  an investment in it may be better
suited  to  investors  who  seek  long-term  capital  growth  and  can  tolerate
fluctuations in their investment's value.

   
In addition,  there is the possibility that companies may cut or fail to declare
dividends due to market downturns or other reasons.

The  portfolio's  trading in some stocks may be relatively  short-term,  meaning
that it may buy a security  and sell it a short time later to take  advantage of
current  gains if it is  believed  that an  alternative  investment  may provide
greater future growth.  This activity may create higher transaction costs due to
commissions and other expenses.
    

[GRAPHIC OMITTED]

PERFORMANCE

   
The following bar chart shows the changes in the  portfolio's  performance  from
year to year and gives you some  indication  of the  risks of  investing  in the
portfolio. It assumes reinvestment of dividends and distributions.

The Average  Annual  Total  Return  Table  beneath it compares  the  portfolio's
performance  over  several  periods  with  that of a  broad  measure  of  market
performance.   The   performance   reflects   reinvestment   of  dividends   and
distributions.  Remember  that the  portfolio's  performance  in the past is not
necessarily an indication of how it will perform in the future.


The  performance  disclosed  in these  charts does not reflect separate  account
charges which, if reflected, would lower returns.


S&P 500  Index(R):  An index of large  company  common  stocks  considered to be
representative  of the U.S. stock market in general.  The index is unmanaged and
no expenses or fees are reflected in the returns for the index.  The returns for
the index assume  reinvestment  of dividends of the underlying  securities  that
make up the index.
    



3

<PAGE>


ALGER AMERICAN INCOME & GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]

   
7.40    0.28    23.51    8.64   10.34   -8.28   35.13   19.68    36.29    32.39
- ---     ----    -----    ----   -----   -----   -----   -----    -----    -----
89       90       91      92      93      94      95      96       97       98
    

Best Quarter:     21.37%   Q4       1998
Worst Quarter:   -13.94%   Q3       1990

Average Annual Total Return as of December 31, 1998

                                                  Since
                                                Inception
                   1 Year   5 Years  10 Years   (11/15/88)
- -----------------------------------------------------------
American
  Income & Growth   32.39%  21.76%    15.62%     15.51%
S&P 500 Index(R)    28.58%  24.06%    19.21%     19.06%


[GRAPHIC OMITTED]

FEES AND EXPENSES

Investors  incur certain fees and expenses in  connection  with an investment in
the  portfolio.  The  following  table shows the fees and expenses  that you may
incur if you buy and hold shares of the portfolio.


   
<TABLE>
<CAPTION>
                                                ANNUAL FUND OPERATING
                                                EXPENSES
                                                (expenses that are deducted
                                                from Fund assets)
                         SHAREHOLDER FEES
                     (fees paid directly from                                                          TOTAL ANNUAL FUND
                         your investment)       Management Fees   Distribution Fees   Other Expenses   OPERATING EXPENSES
=========================================================================================================================
<S>                            <C>                    <C>                <C>               <C>                <C>
Alger American                 None                  .635%               None             .075%               .70%
Income & Growth
Portfolio
</TABLE>
    

EXAMPLE

The  following  example,  which  reflects  the  shareholder  fees and  operating
expenses  listed above, is intended to help you compare the cost of investing in
the portfolio with the cost of investing in other mutual funds.

   
The  example  assumes  that you  invest  $10,000 in the  portfolio  for the time
periods indicated. The example also assumes that your investment has a 5% return
each year and that the portfolio's  operating expenses remain the same as in the
prior  table.  The figures  shown would be the same whether or not you sold your
shares at the end of each  period.  Although  your actual costs may be higher or
lower, based on these assumptions your costs would be:
    

   
                      1 Year    3 Years     5 Years     10 Years
- --------------------------------------------------------------------------------
  Alger American       $72        $224        $390        $871
  Income & Growth
  Portfolio
    

The example above does not reflect charges and deductions  which are, or may be,
imposed under variable annuity contracts,  variable life insurance policies,  or
pension or retirement  plans.  Such charges and  deductions are described in the
prospectus  for the contract or policy  accompanying  this  prospectus or in the
Plan documents.

ADDITIONAL INFORMATION ABOUT THE PORTFOLIO'S INVESTMENTS

   
The portfolio may invest up to 100% of its assets in cash,  high grade bonds, or
cash  equivalents for temporary  defensive  reasons if the Manager believes that
adverse market or other  conditions  warrant.  This is to attempt to protect the
portfolio's  assets from loss,  rather than directly to promote the  portfolio's
investment  objective.  The portfolio may not achieve its objective  during such
periods.  
    
Other  securities  the  portfolio  may  invest in are  discussed  in the  Fund's
Statement of Additional Information (see back cover).

[GRAPHIC OMITTED]

MANAGEMENT AND ORGANIZATION
MANAGER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048

The Manager has been an investment  adviser since 1964, and manages  investments
totaling  (at  12/31/98)  $6.64  billion in 

                                                                               4

<PAGE>

   
mutual  fund  assets as well as $3.95  billion in other  assets.  The Manager is
responsible  for managing the portfolio's  assets  according to its goal and for
placing orders with  broker-dealers to purchase and sell securities on behalf of
the portfolio.  The portfolio has had the same Manager since  inception and, for
the most recent fiscal year,  the portfolio paid the Manager a fee at the annual
rate based on a percentage of average daily net assets of .625%.
    

PORTFOLIO MANAGERS

   
David Alger and Ron Tartaro are the  individuals  responsible for the day-to-day
management of the portfolio's investments. Mr. Alger, a manager of the portfolio
since  its  inception,  has been  employed  by the  Manager  as  Executive  Vice
President and Director of Research since 1971, and as President  since 1995. Mr.
Tartaro  has been  employed  by the Manager  since  1990,  as a senior  research
analyst until 1995 and as a Senior Vice President and co-manager since 1995.
    

YEAR 2000
   
The Fund's Manager and  Distributor  (Fred Alger & Company,  Incorporated)  have
advised  the Fund that they are  implementing  a Year 2000 plan to  address  any
issues arising from computer systems' potentially  erroneous reading of dates in
the year 2000.  Specifically,  they are in the  process of  confirming  that the
Fund's  service  providers are resolving any Year 2000 issues as the  millennium
approaches.  While there can be no assurance that there will be no impairment of
services  at that time,  currently,  it is not  anticipated  that  shareholders'
investments  in the Fund will be impacted  negatively  as a result of the Fund's
Year 2000  transition.  However,  people and resources have been devoted to this
important review.
    
Year 2000 issues, real or perceived, may also adversely affect stock prices. The
Manager intends to review SEC filings and other year 2000 readiness  information
from companies in which the Fund may invest significantly,  as well as readiness
information  from  other  sources.  The  Manager  and the Fund have no reason to
believe that such measures  will not be  sufficient to avoid a material  adverse
effect on the Fund's  investments,  although there can be no assurance that they
will be.

[GRAPHIC OMITTED]

SHAREHOLDER INFORMATION

DISTRIBUTOR

Fred Alger & Company, Incorporated
30 Montgomery Street
Jersey City, NJ 07302

TRANSFER AGENT

Alger Shareholder Services, Inc.
30 Montgomery Street
Jersey City, NJ 07302
   
NET ASSET VALUE
    
The  price of one  share  is its  "net  asset  value",  or NAV.  The NAV for the
portfolio is calculated as of the close of business  (normally 4:00 p.m. Eastern
time) every day the New York Stock Exchange is open. Generally, the Exchange is.
closed on weekends  and various  national  holidays.  It may close on other days
from time to time.

The Fund  generally  values the assets of the  portfolio  on the basis of market
quotations or, where market quotations are not readily  available,  on the basis
of fair value as  determined  by the  Manager  under  procedures  adopted by the
Fund's  Board of  Trustees.  Short-term  money  market  instruments  held by the
portfolio are valued on the basis of amortized cost.

   
DIVIDENDS AND DISTRIBUTIONS

The  Fund  declares  and  pays  dividends  and  distributions  by the  portfolio
annually.  The Fund  expects  that these annual  payments to  shareholders  will
consist of both capital gains and net investment income.

Participants in variable annuity  contracts,  variable life insurance  policies,
and qualified  pension and retirement  plans  ordinarily  will not be subject to
taxation on dividends  from net  investment  income and  distributions  from net
realized  capital gains until they receive a distribution  of the dividends from
their plan accounts. Generally, distributions from these investment vehicles are
taxable as ordinary  income at the rate  applicable to each  participant  at the
time of distribution.In certain cases, distributions made to a participant prior
to the participant's  reaching age 591/2 are subject to a penalty tax equivalent
to 10% of the distributed amount, in addition to the ordinary income tax payable
on such amount.
    
Because  everyone's  tax situation is unique,  see a tax advisor about  federal,
state and local tax consequences of investing in the Fund.

NAV  (NET  ASSET  VALUE)  IS  COMPUTED  BY  ADDING  TOGETHER  THE  VALUE  OF THE
PORTFOLIO'S INVESTMENTS PLUS CASH AND OTHER ASSETS,  SUBTRACTING ITS LIABILITIES
AND THEN DIVIDING THE RESULT BY THE NUMBER OF ITS OUTSTANDING SHARES.

PURCHASING AND REDEEMING FUND SHARES

The Fund is an investment  vehicle for variable  annuity  contracts and variable
life  insurance  policies  offered by the  separate  accounts of life  insurance
companies,  as well as qualified  pension and  retirement  plans.  An individual
cannot invest in the portfolio directly, but may do so only through one of these
sources.  The Fund's  shares are held in the names of the separate  accounts and
plans.

   
Shares of the Fund can be  purchased  or  redeemed on any day the New York Stock
Exchange is open.  They will be processed at the NAV next  calculated  after the
purchase or redemption  request is received in good order by the Transfer Agent.
All orders for purchase of shares are subject to  acceptance  by the Fund or its
Transfer Agent.  The Transfer Agent pays for redemptions  within 7 days after it
accepts a redemption request.
    

The Fund may redeem some shares "in kind", which means that some of the proceeds
will be paid with securities the Fund owns instead of cash.



5

<PAGE>

[GRAPHIC OMITTED]

FINANCIAL HIGHLIGHTS

   
The  financial  highlights  table  is  intended  to  help  you  understand  each
portfolio's  financial  performance for the periods shown.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent  the rate  that an  investor  would  have  earned or lost on an
investment   in  the  Fund   (assuming   reinvestment   of  all   dividends  and
distributions).  The financial  highlights for the years ended December 31, 1990
through 1998 have been audited by Arthur  Andersen  LLP, the Fund's  independent
public accountants.  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.   Arthur  Andersen  LLP's  report,  along  with  the  Fund's  financial
statements, are included in the Annual Report, which is available upon request.
    

   
ALGER AMERICAN INCOME & GROWTH PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
- -------------------------------------------------------------------------------------------------------------
                                            1998           1997           1996          1995           1994
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  10.99        $  8.42       $  17.79      $  13.30       $  15.31
                                          --------       --------       --------      --------       --------
Net investment income                         0.03           0.03           0.09(ii)      0.11(ii)       0.17
Net realized and unrealized gain (loss)
 on investments                               3.30           2.94           1.87          4.54          (1.47)
                                          --------       --------       --------      --------       --------
Total from investment operations              3.33           2.97           1.96          4.65          (1.30)
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.04)         (0.04)         (0.33)        (0.16)         (0.15)
Distributions from net realized gains        (1.16)         (0.36)        (11.00)           --          (0.56)
                                          --------       --------       --------      --------       --------
Total Distributions                          (1.20)         (0.40)        (11.33)        (0.16)         (0.71)
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  13.12       $  10.99        $  8.42      $  17.79       $  13.30
                                          ========       ========       ========      ========       ========
Total Return                                32.39%         36.29%         19.68%        35.13%         (8.28%)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $ 77,926       $ 47,399       $ 20,910      $  8,639       $ 29,135
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.70%          0.74%          0.81%         0.75%          0.75%
                                          ========       ========       ========      ========       ========
 Decrease reflected in above expense
  ratios due to expense reimbursements         --              --             --            --             --
                                          ========       ========       ========      ========       ========
 Ratio of net investment income to
  average net assets                         0.31%          0.56%          0.94%         0.61%          1.22%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   131.67%        150.09%        121.60%       164.05%        177.97%
                                          ========       ========       ========      ========       ========
</TABLE>
    



                                                                               6


<PAGE>

   
<TABLE>
<CAPTION>
                                                                Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------------
                                            1993           1992           1991          1990           1989
                                            -----          -----          -----         -----          -----
<S>                                       <C>            <C>            <C>           <C>            <C>
Net asset value, beginning of year        $  13.93       $  13.08       $  10.67      $  10.74       $  10.00
                                          --------       --------       --------      --------       --------
Net investment income                         0.07           0.08           0.09          0.11           0.18
Net realized and unrealized gain (loss)
 on investments                               1.37           1.02           2.41         (0.08)          0.56
                                          --------       --------       --------      --------       --------
Total from investment operations              1.44           1.10           2.50          0.03           0.74
                                          --------       --------       --------      --------       --------
Dividends from net investment income         (0.06)         (0.12)         (0.09)        (0.10)            --
Distributions from net realized gains           --          (0.13)            --            --             --
                                          --------       --------       --------      --------       --------
Total Distributions                          (0.06)         (0.25)         (0.09)        (0.10)            --
                                          --------       --------       --------      --------       --------
Net asset value, end of year              $  15.31       $  13.93       $  13.08      $  10.67       $  10.74
                                          ========       ========       ========      ========       ========
Total Return                                10.34%          8.64%         23.51%         0.28%          7.40%(i)
                                          ========       ========       ========      ========       ========
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $ 31,895       $  8,671       $  2,663      $    436       $     98
                                          ========       ========       ========      ========       ========
 Ratio of expenses to average net assets     0.97%          1.25%          1.25%         1.25%          1.25%
                                          ========       ========       ========      ========       ========
 Decrease reflected in above expense
  ratios due to expense reimbursements          --          0.01%          0.66%         5.41%         23.72%
                                          ========       ========       ========      ========       ========
 Ratio of net investment income to
  average net assets                         1.51%          1.62%          2.54%         3.61%          7.36%
                                          ========       ========       ========      ========       ========
 Portfolio Turnover Rate                   105.80%        100.62%         61.11%        56.90%             --
                                          ========       ========       ========      ========       ========
</TABLE>
    
  (i) Unaudited.
 (ii) Amount was computed based on average shares outstanding during the period.



7

<PAGE>

FOR FUND INFORMATION:

By telephone:   1-800-992-3863

By mail:        The Alger American Fund
                1 World Trade Center
                Suite 9333
                New York, NY 10048

STATEMENT OF ADDITIONAL INFORMATION

For more detailed  information about the Fund and its policies,  please read the
Statement of Additional Information, which is incorporated by reference into (is
legally  made a part  of)  this  Prospectus.  You  can  get a free  copy  of the
Statement of Additional Information by calling the Fund's toll-free number or by
writing to the address above. The Statement of Additional Information is on file
with the Securities and Exchange Commission.

ANNUAL AND SEMI-ANNUAL REPORTS

   
Additional  information about the Fund's  investments is available in the Fund's
annual and semi-annual reports to shareholders.  In the Fund's annual report you
will find a discussion of the market  conditions and investment  strategies that
significantly  affected the Fund's  performance during the period covered by the
report. You can receive free copies of these reports,  and make inquiries to the
Fund, by calling the Fund's toll-free number or by writing to the address above.
    

Another way you can obtain copies is by visiting the SEC's Public Reference Room
or by  forwarding  your  request  and a  duplicating  fee  to the  SEC's  Public
Reference Section,  Washington,  DC 20549-6009.  Information on the operation of
the Public Reference Room is available by calling 1-800-SEC-0330.

DISTRIBUTOR: FRED ALGER & COMPANY, INCORPORATED















THE ALGER AMERICAN FUND
SEC FILE #811-5550]


<PAGE>



   
                                             THE ALGER  |
                                         AMERICAN FUND  |
                                                        |
                    A POOLED FUNDING VEHICLE FOR:       |
                    o VARIABLE ANNUITY CONTRACTS        |   1 WORLD TRADE CENTER
                    o VARIABLE LIFE INSURANCE POLICIES  |   SUITE 9333
                    o QUALIFIED PENSION PLANS           |   NEW YORK, NY 10048
                    o QUALIFIED RETIREMENT PLANS        |   1-800-992-3863
    



                                           PROSPECTUS

                                          MAY 1, 1999

   
               ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
    









As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
determined if the  information in this  Prospectus is accurate or complete,  nor
has it approved or disapproved  these  securities.  It is a criminal  offense to
represent otherwise.

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed  by  the  Federal  Deposit  Insurance  Corporation  or by  any  other
government agency.





<PAGE>


                                                                       THE ALGER
                                                                   AMERICAN FUND



                                          ALGER AMERICAN MIDCAP GROWTH PORTFOLIO



                                                                      PROSPECTUS

                                                                     MAY 1, 1999




  TABLE OF CONTENTS
- -----------------------------------------------------------------

2 ........... Risk/Return Summary: Investments, 
              Risks & Performance

3 ........... Fees and Expenses

4 ........... Management & Organization

4 ........... Shareholder Information

              Distributor ............................. 4
              Transfer Agent .......................... 4
              Purchasing and Redeeming Fund Shares .... 5

6 ........... Financial Highlights

Back Cover:   How to obtain more information








<PAGE>


[GRAPHIC OMITTED]

THE ALGER AMERICAN FUND-
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

RISK/RETURN SUMMARY: INVESTMENTS, RISKS & PERFORMANCE

INVESTMENT GOAL AND APPROACH

THE ALGER AMERICAN MIDCAP GROWTH PORTFOLIO SEEKS LONG-TERM CAPITAL APPRECIATION.

It invests primarily in equity  securities,  such as common or preferred stocks,
which are  listed  on U.S.  exchanges  or in the  over-the-counter  market.  The
portfolio invests primarily in "growth" stocks.  The portfolio's  Manager,  Fred
Alger Management,  Inc.,  believes that these companies tend to fall into one of
two categories:

o High Unit Volume Growth

  Vital,  creative  companies  which   offer  goods  or  services  to a  rapidly
  expanding  marketplace.  They include both  established  and  emerging  firms,
  offering new or improved  products,  or firms simply  fulfilling  an increased
  demand for an existing line.

o Positive Life Cycle Change

  Companies   experiencing   a   major  change  which  is  expected  to  produce
  advantageous  results.  These  changes  may be as varied  as  new  management,
  products or  technologies;  restructuring  or  reorganization;  or  merger and
  acquisition.

   
It focuses on midsize  companies with promising growth  potential.  Under normal
circumstances,  the  portfolio  invests  primarily in the equity  securities  of
companies  having a market  capitalization  within the range of companies in the
S&P(R) MidCap 400 Index. The market capitalization of a company is its price per
share multiplied by its number of outstanding shares.
    

[GRAPHIC OMITTED]

PRINCIPAL RISKS

As with any fund that invests in stocks,  your  investment will go up or down in
value,  and the loss of your investment is a risk of investing.  The portfolio's
price per share  will  fluctuate  due to  changes  in the  market  prices of its
investments.  Also, a portfolio  investment  may not grow as fast as the rate of
inflation and stocks tend to be more volatile  than some other  investments  you
could make, such as bonds.  Furthermore,  the returns of a fund concentrating on
"growth"  stocks  tend to vary more  widely  over time than  those of funds that
focus on "value"  stocks;  prices of growth stocks tend to be higher in relation
to their companies' earnings and may be more sensitive to market,  political and
economic  developments  than other  stocks,  making their prices more  volatile.
Based on the portfolio's  investment styles and objectives,  an investment in it
may be better  suited to investors  who seek  long-term  capital  growth and can
tolerate fluctuations in their investment's value.

   
In addition,  there is the  possibility  of greater  risk because the  portfolio
invests  in  medium-sized   companies  rather  than  larger,   more  established
companies.  Increased  risk  may  result  from  such  factors  as  inexperienced
management and limited financial resources.

The  portfolio's  trading in some stocks may be relatively  short-term,  meaning
that it may buy a security  and sell it a short time later to take  advantage of
current  gains if it is  believed  that an  alternative  investment  may provide
greater future growth.  This activity may create higher transaction costs due to
commissions and other expenses.
    



2


<PAGE>

[GRAPHIC OMITTED]

PERFORMANCE

The following bar chart shows the changes in the  portfolio's  performance  from
year to year and gives you some  indication  of the  risks of  investing  in the
portfolio. It assumes reinvestment of dividends and distributions.

   
The Average  Annual  Total  Return  Table  beneath it compares  the  portfolio's
performance  over  several  periods  with  that of a  broad  measure  of  market
performance.   The  annual   returns  assume   reinvestment   of  dividends  and
distributions.  Remember  that the  portfolio's  performance  in the past is not
necessarily an indication of how it will perform in the future.


The  performance  disclosed  in these  charts does not reflect separate  account
charges which, if reflected, would lower returns.


o  S&P  Midcap  400  Index(R):  An  index of  common  stocks  designed  to track
   performance of medium capitalization companies. The index is unmanaged and no
   expenses or fees are reflected in the returns for the index.  The returns for
   the index assume reinvestment of dividends of the underlying  securities that
   make up the index.
    



ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

Annual Total Return as of December 31 each year (%)


- -1.54    44.45    11.9   15.01     30.3
- -----    -----    ----   -----     ----
  94       95      96      97       98

Best Quarter:     27.07%     Q4     1998
Worst Quarter:   -14.91%     Q3     1998

Average Annual Total Return as of December 31, 1998

                                               Since
                                             Inception
                            1 Year   5 Years (5/3/93)
- ------------------------------------------------------
American MidCap             30.30%   18.98%   23.50%
S&P Midcap 400 Index        19.11%   18.84%   18.99%


[GRAPHIC OMITTED]

Fees and Expenses

Investors  incur certain fees and expenses in  connection  with an investment in
the  portfolio.  The  following  table shows the fees and expenses  that you may
incur if you buy and hold shares of the portfolio.


<TABLE>
<CAPTION>
                                                ANNUAL FUND OPERATING
                                                EXPENSES
                                                (expenses that are deducted
                                                from Fund assets)
                         SHAREHOLDER FEES
                     (fees paid directly from                                                          TOTAL ANNUAL FUND
                         your investment)       Management Fees   Distribution Fees   Other Expenses   OPERATING EXPENSES
=========================================================================================================================
<S>                            <C>                    <C>                <C>               <C>                <C>
Alger American                 None                   .80%               None              .04%               .84%
MidCap Growth
Portfolio
</TABLE>



Example

The  following  example,  which  reflects  the  shareholder  fees and  operating
expenses  listed above, is intended to help you compare the cost of investing in
the Portfolio with the cost of investing in other mutual funds.

   
The  example  assumes  that you  invest  $10,000 in the  portfolio  for the time
periods indicated. The example also assumes that your investment has a 5% return
each year and that the portfolio  operating  expenses  remain the same as in the
prior  table.  The figures  shown would be the same whether or not you sold your
shares at the end of each  period.  Although  your actual costs may be higher or
lower, based on these assumptions your costs would be:
    

   
                           1 Year   3 Years     5 Years    10 Years
- --------------------------------------------------------------------------------
  Alger American             $86     $268        $466       $1,037
  MidCap Growth
  Portfolio
    

The example above does not reflect charges and deductions  which are, or may be,
imposed under variable annuity contracts,  variable life insurance policies,  or
pension or retirement  plans.  Such charges and  deductions are described in the
prospectus  for the contract or policy  accompanying  this  prospectus or in the
Plan documents.



                                                                               3

<PAGE>


ADDITIONAL INFORMATION ABOUT THE PORTFOLIO'S INVESTMENTS

   
The portfolio may invest up to 100% of its assets in cash,  high grade bonds, or
cash  equivalents for temporary  defensive  reasons if the Manager believes that
adverse market or other  conditions  warrant.  This is to attempt to protect the
portfolio's  assets from loss,  rather than directly to promote the  portfolio's
investment  objective.  The portfolio may not achieve its objective  during such
periods.  Other  securities  the  portfolio  may invest in are  discussed in the
Fund's Statement of Additional Information (see back cover).
    

[GRAPHIC OMITTED]

MANAGEMENT AND ORGANIZATION

MANAGER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048

   
The Manager has been an investment  adviser since 1964, and manages  investments
totaling  (at  12/31/98)  $6.64  billion in mutual  fund assets as well as $3.95
billion in other assets. The Manager is responsible for managing the portfolio's
assets  according  to its goal and for  placing  orders with  broker-dealers  to
purchase and sell  securities on behalf of the  portfolio.  The Fund has had the
same manager since inception and, for the most recent fiscal year, the portfolio
paid the Manager a fee at the annual rate based on a percentage of average daily
net assets of .80%.
    

PORTFOLIO MANAGERS

   
David Alger and Ron Tartaro are the  individuals  responsible for the day-to-day
management of the portfolio's investments. Mr. Alger, a manager of the portfolio
since  its  inception,  has been  employed  by the  Manager  as  Executive  Vice
President and Director of Research since 1971, and as President  since 1995. Mr.
Tartaro  has been  employed  by the Manager  since  1990,  as a senior  research
analyst until 1995 and as a Senior Vice President and co-manager since 1995.
    

YEAR 2000

   
The Fund's Manager and  Distributor  (Fred Alger & Company,  Incorporated)  have
advised  the Fund that they are  implementing  a Year 2000 plan to  address  any
issues arising from computer systems' potentially  erroneous reading of dates in
the year 2000.  Specifically,  they are in the  process of  confirming  that the
Fund's  service  providers are resolving any Year 2000 issues as the  millennium
approaches.  While there can be no assurance that there will be no impairment of
services  at that time,  currently,  it is not  anticipated  that  shareholders'
investments  in the Fund will be impacted  negatively  as a result of the Fund's
Year 2000  transition.  However,  people and resources have been devoted to this
important review.
    

Year 2000 issues, real or perceived, may also adversely affect stock prices. The
Manager intends to review SEC filings and other year 2000 readiness  information
from companies in which the Fund may invest significantly,  as well as readiness
information  from  other  sources.  The  Manager  and the Fund have no reason to
believe that such measures  will not be  sufficient to avoid a material  adverse
effect on the Fund's  investments,  although there can be no assurance that they
will be.

[GRAPHIC OMITTED]

SHAREHOLDER INFORMATION

DISTRIBUTOR

Fred Alger & Company, Incorporated
30 Montgomery Street
Jersey City, NJ 07302

TRANSFER AGENT

Alger Shareholder Services, Inc.
30 Montgomery Street
Jersey City, NJ 07302

   
NET ASSET VALUE
    
The  price of one  share  is its  "net  asset  value",  or NAV.  The NAV for the
portfolio is calculated as of the close of business  (normally 4:00 p.m. Eastern
time) every day the New York Stock Exchange is open. Generally,  the Exchange is
closed on weekends  and various  national  holidays.  It may close on other days
from time to time.

The Fund  generally  values the assets of the  portfolio  on the basis of market
quotations or, where market quotations are not readily  available,  on the basis
of fair value as  determined  by the  Manager  under  procedures  adopted by the
Fund's  Board of  Trustees.  Short-term  money  market  instruments  held by the
portfolio are valued on the basis of amortized cost.

   
DIVIDENDS AND DISTRIBUTIONS

The  Fund  declares  and  pays  dividends  and  distributions  by the  portfolio
annually.  The Fund  expects  that these annual  payments to  shareholders  will
consist of both capital gains and net investment income.
    


4

<PAGE>


Participants in variable annuity  contracts,  variable life insurance  policies,
and qualified  pension and retirement  plans  ordinarily  will not be subject to
taxation on dividends  from net  investment  income and  distributions  from net
realized  capital gains until they receive a distribution  of the dividends from
their plan accounts. Generally, distributions from these investment vehicles are
taxable as ordinary  income at the rate  applicable to each  participant  at the
time of distribution.In certain cases, distributions made to a participant prior
to the participant's reaching age 59-1/2 are subject to a penalty tax equivalent
to 10% of the distributed amount, in addition to the ordinary income tax payable
on such amount.

Because  everyone's  tax situation is unique,  see a tax advisor about  federal,
state and local tax consequences of investing in the Fund.

NAV  (NET  ASSET  VALUE)  IS  COMPUTED  BY  ADDING  TOGETHER  THE  VALUE  OF THE
PORTFOLIO'S INVESTMENTS PLUS CASH AND OTHER ASSETS,  SUBTRACTING ITS LIABILITIES
AND THEN DIVIDING THE RESULT BY THE NUMBER OF ITS OUTSTANDING SHARES.


PURCHASING AND REDEEMING FUND SHARES

   
The Fund is an investment  vehicle for variable  annuity  contracts and variable
life  insurance  policies  offered by the  separate  accounts of life  insurance
companies,  as well as qualified  pension and  retirement  plans.  An individual
cannot invest in the portfolio directly, but may do so only through one of these
sources.  The Fund's  shares are held in the names of the separate  accounts and
plans.

Shares of the Fund can be  purchased  or  redeemed on any day the New York Stock
Exchange is open.  They will be processed at the NAV next  calculated  after the
purchase or redemption  request is received in good order by the Transfer Agent.
All orders for purchase of shares are subject to  acceptance  by the Fund or its
Transfer Agent.  The Transfer Agent pays for redemptions  within 7 days after it
accepts a redemption request.
    

The Fund may redeem some shares "in kind", which means that some of the proceeds
will be paid with securities the Fund owns instead of cash.




                                                                               5


<PAGE>

[GRAPHIC OMITTED]


FINANCIAL HIGHLIGHTS



The  financial   highlights  table  is  intended  to  help  you  understand  the
portfolio's  financial  performance for the periods shown.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent  the rate  that an  investor  would  have  earned or lost on an
investment   in  the  Fund   (assuming   reinvestment   of  all   dividends  and
distributions).  This  information has been audited by Arthur Andersen LLP whose
report, along with the Fund's financial  statements,  are included in the Annual
Report, which is available upon request.


ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

   
<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                    May 3, 1993
                                                                                                   (commencement
                                                                                                 of operations) to
                                                           Year Ended December 31,                 December 31,
- -------------------------------------------------------------------------------------------------------------------
                                            1998        1997        1996       1995        1994       1993(i)
                                            -----       -----       -----      -----       -----      -------
<S>                                       <C>         <C>         <C>        <C>          <C>         <C>
Net asset value, beginning of period      $  24.18     $ 21.35     $ 19.44   $  13.46     $ 13.72     $ 10.00
                                          --------    --------    --------   --------     -------     -------
Net investment income (loss)                  0.00(ii)   (0.04)       0.03      (0.03)       0.00(ii)   (0.02)
Net realized and unrealized gain (loss)
 on investments                               6.95        3.20        2.29       6.01       (0.21)       3.88
                                          --------    --------    --------   --------     -------     -------
Total from investment operations              6.95        3.16        2.32       5.98       (0.21)       3.86
                                          --------    --------    --------   --------     -------     -------
Dividends from net investment income            --       (0.01)         --         --          --           --
Distributions from net realized gains        (2.26)      (0.32)      (0.41)        --       (0.05)      (0.14)
                                          --------    --------    --------   --------     -------     -------
Total Distributions                          (2.26)      (0.33)      (0.41)        --       (0.05)      (0.14)
                                          --------    --------    --------   --------     -------     -------
Net asset value, end of period            $  28.87    $  24.18    $  21.35   $  19.44     $ 13.46     $ 13.72
                                          ========    ========    ========   ========     =======     =======
Total Return                                30.30%      15.01%      11.90%     44.45%      (1.54%)     38.67%
                                          ========    ========    ========   ========     =======     =======
Ratios and Supplemental Data:
Net assets, end of period 
 (000's omitted)                          $689,571    $444,967    $394,847   $185,349     $62,178     $21,301
                                          ========    ========    ========   ========     =======     =======
 Ratio of expenses to average net assets     0.84%       0.84%       0.84%      0.90%       0.97%       1.50%(iii)
                                          ========    ========    ========   ========     =======     =======
 Ratio of net investment income (loss)
  to average net assets                      0.00%      (0.15%)      0.08%     (0.25%)      0.03%      (0.58%)
                                          ========    ========    ========   ========     =======     =======
 Portfolio Turnover Rate                   152.21%     151.98%      90.97%    104.74%      83.96%      67.22%
                                          ========    ========    ========   ========     =======     =======
</TABLE>
    

  (i) Ratios have been annualized; total return has not been annualized.
 (ii) Amount was computed based on average shares outstanding durin the period.
   
(iii) Amounts have been reduced by 0.33% due to expense reimbursements.
    


<PAGE>


FOR FUND INFORMATION:

By telephone:   1-800-992-3863

By mail:        The Alger American Fund
                1 World Trade Center
                Suite 9333
                New York, NY 10048

STATEMENT OF ADDITIONAL INFORMATION

For more detailed  information about the Fund and its policies,  please read the
Statement of Additional Information, which is incorporated by reference into (is
legally  made a part  of)  this  Prospectus.  You  can  get a free  copy  of the
Statement of Additional Information by calling the Fund's toll-free number or by
writing to the address above. The Statement of Additional Information is on file
with the Securities and Exchange Commission.

ANNUAL AND SEMI-ANNUAL REPORTS

   
Additional  information about the Fund's  investments is available in the Fund's
annual and semi-annual reports to shareholders.  In the Fund's annual report you
will find a discussion of the market  conditions and investment  strategies that
significantly  affected the Fund's  performance during the period covered by the
report. You can receive free copies of these reports,  and make inquiries to the
Fund, by calling the Fund's toll-free number or by writing to the address above.
    

Another way you can obtain copies is by visiting the SEC's Public Reference Room
or by  forwarding  your  request  and a  duplicating  fee  to the  SEC's  Public
Reference Section,  Washington,  DC 20549-6009.  Information on the operation of
the Public Reference Room is available by calling 1-800-SEC-0330.

DISTRIBUTOR: FRED ALGER & COMPANY, INCORPORATED















THE ALGER AMERICAN FUND
SEC FILE #811-5550]

<PAGE>



   
                                   THE ALGER  |
                                AMERICAN FUND |
                                              |
        A POOLED FUNDING  VEHICLE  FOR:       |
        o VARIABLE ANNUITY CONTRACTS          | 1 WORLD TRADE CENTER
        o VARIABLE LIFE INSURANCE POLICIES    | SUITE 9333
        o QUALIFIED PENSION PLANS             | NEW YORK, NY 10048
        o QUALIFIED RETIREMENT PLANS          | 1-800-992-3863
    





                                   PROSPECTUS

                                  MAY 1, 1999

                     ALGER AMERICAN LEVERAGED
                             ALLCAP PORTFOLIO






As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
determined if the  information in this  Prospectus is accurate or complete,  nor
has it approved or disapproved  these  securities.  It is a criminal  offense to
represent otherwise.

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.




<PAGE>


                                                                       THE ALGER
                                                                   AMERICAN FUND

                                                        ALGER AMERICAN LEVERAGED
                                                                ALLCAP PORTFOLIO

                                                                      PROSPECTUS

                                                                     MAY 1, 1999




TABLE OF CONTENTS
- ----------------------------------------------------

2 ........... Risk/Return Summary: Investments,   
              Risks & Performance

3 ........... Fees and Expenses

4 ........... Management & Organization

4 ........... Shareholder Information

              Distributor ...................... 4

              Transfer Agent ................... 4

              Purchasing and Redeeming
              Fund Shares ...................... 5

6 ........... Financial Highlights

Back Cover:   How to obtain more information






<PAGE>


[GRAPHIC OMITTED]

   
THE ALGER AMERICAN FUND--
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
    

RISK/RETURN SUMMARY: INVESTMENTS,
RISKS & PERFORMANCE

INVESTMENT GOAL AND APPROACH

THE  ALGER  AMERICAN   LEVERAGED  ALLCAP   PORTFOLIO  SEEKS  LONG-TERM   CAPITAL
APPRECIATION.

It invests primarily in equity  securities,  such as common or preferred stocks,
which are  listed  on U.S.  exchanges  or in the  over-the-counter  market.  The
portfolio invests primarily in "growth" stocks.  The portfolio's  Manager,  Fred
Alger Management,  Inc.,  believes that these companies tend to fall into one of
two categories:

o High Unit  Volume Growth

  Vital,  creative  companies  which   offer  goods  or  services  to a  rapidly
  expanding  marketplace.  They  include both  established  and emerging  firms,
  offering new or improved  products,  or  firms simply  fulfilling an increased
  demand for an existing line.

o Positive Life Cycle Change

  Companies   experiencing   a   major  change  which  is  expected  to  produce
  advantageous  results.  These  changes  may  be as varied  as new  management,
  products  or  technologies;  restructuring  or  reorganization;  or merger and
  acquisition.

Under normal  circumstances,  the portfolio  invests in the equity securities of
companies of any size which demonstrate promising growth potential.

   
The portfolio can leverage,  that is, borrow money, up to one-third of its total
assets to buy additional  securities.  By borrowing money, the portfolio has the
potential to increase its returns if the increase in the value of the securities
purchased exceeds the cost of borrowing,  including  interest paid for the money
borrowed.
    


[GRAPHIC OMITTED]

PRINCIPAL RISKS

   
As with any fund that invests in stocks,  your  investment will go up or down in
value,  and the loss of your investment is a risk of investing.  The portfolio's
price per share  will  fluctuate  due to  changes  in the  market  prices of its
investments.  Also, a portfolio  investment  may not grow as fast as the rate of
inflation and stocks tend to be more volatile  than some other  investments  you
could make, such as bonds.  Furthermore,  the returns of a fund concentrating on
"growth"  stocks  tend to vary more  widely  over time than  those of funds that
focus on "value"  stocks;  prices of growth stocks tend to be higher in relation
to their companies' earnings and may be more sensitive to market,  political and
economic  developments  than other  stocks,  making their prices more  volatile.
Based on the portfolio's  investment styles and objectives,  an investment in it
may be better  suited to investors  who seek  long-term  capital  growth and can
tolerate fluctuations in their investment's value.
    

   
In addition, there is the risk that the cost of borrowing money to leverage will
exceed the returns for the securities purchased or that the securities purchased
may  actually  go down in value;  thus,  the  portfolio's  net  asset  value can
decrease more quickly than if the portfolio had not borrowed.

The  portfolio's  trading in some stocks may be relatively  short-term,  meaning
that it may buy a security  and sell it a short time later to take  advantage of
current  gains if it is  believed  that an  alternative  investment  may provide
greater future growth.  This activity may create higher transaction costs due to
commissions and other expenses.
    




2

<PAGE>



[GRAPHIC OMITTED]

PERFORMANCE

   
The following bar chart shows the changes in the  portfolio's  performance  from
year to year and gives you some  indication  of the  risks of  investing  in the
portfolio. It assumes reinvestment of dividends and distributions.

The Average Annual Return Table beneath it compares the portfolio's  performance
over several  periods with that of a broad  measure of market  performance.  The
performance reflects reinvestment of dividends and distributions.  Remember that
the portfolio's  performance in the past is not necessarily an indication of how
it will perform in the future.


The  performance  disclosed  in these  charts does not reflect separate  account
charges which, if reflected, would lower returns.


o S&P 500 Index: An  index of  large  company  common  stocks  considered  to be
  representative of the U.S. stock market in general. The index is unmanaged and
  no expenses or fees are  reflected  in the returns for the index.  The returns
  for the index assume  reinvestment  of dividends of the underlying  securities
  that make up the index.
    


ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

Annual Total Return as of December 31 each year (%)

[Graph]

12.04     19.68     57.83
- -----     -----     -----
 96        97        98

Best Quarter:       31.95%    Q4      1998
Worst Quarter:      -5.70%    Q4      1997

Average Annual Total Return as of December 31, 1998

                                         Since
                                       Inception
                            1 Year     (1/25/95)
- --------------------------------------------------
American Leveraged
  AllCap                    57.83%      39.34%
S&P 500 Index(R)            28.58%      30.43%



[GRAPHIC OMITTED]

FEES AND EXPENSES

Investors  incur certain fees and expenses in  connection  with an investment in
the  portfolio.  The  following  table shows the fees and expenses  that you may
incur if you buy and hold shares of the portfolio.

   
<TABLE>
<CAPTION>
                                                                              ANNUAL FUND OPERATING
                                                                              EXPENSES
                                                                              (expenses that are deducted
                                                                              from Fund assets)
                         SHAREHOLDER FEES
                     (fees paid directly from                                                          TOTAL ANNUAL FUND
                         your investment)       Management Fees   Distribution Fees   Other Expenses   OPERATING EXPENSES
=========================================================================================================================
<S>                            <C>                    <C>                <C>               <C>                <C>
Alger American                 None                   .85%               None              .11%*              .96%
Leveraged AllCap
Portfolio
</TABLE>
    

*Included in Other Expenses is 0.03% of interest expense.


EXAMPLE

The  following  example,  which  reflects  the  shareholder  fees and  operating
expenses  listed above, is intended to help you compare the cost of investing in
the portfolio with the cost of investing in other mutual funds.

   
The  example  assumes  that you  invest  $10,000 in the  portfolio  for the time
periods indicated. The example also assumes that your investment has a 5% return
each year and that the portfolio's  operating expenses remain the same as in the
prior  table.  The figures  shown would be the same whether or not you sold your
shares at the end of each  period.  Although  your actual costs may be higher or
lower, based on these assumptions your costs would be:
    

   
                             1 Year   3 Years    5 Years    10 Years
- --------------------------------------------------------------------------------
  Alger American              $98      $306        $531      $1,178
  Leveraged AllCap
  Portfolio
    


The example above does not reflect charges and deductions  which are, or may be,
imposed under variable annuity contracts,  variable life insurance policies,  or
pension or retirement  plans.  Such charges and  deductions are described in the
prospectus  for the contract or policy  accompanying  this  prospectus or in the
Plan documents.


                                                                               3

<PAGE>

Additional Information About the Portfolio's Investments

   
The portfolio may invest up to 100% of its assets in cash,  high grade bonds, or
cash  equivalents for temporary  defensive  reasons if the Manager believes that
adverse market or other  conditions  warrant.  This is to attempt to protect the
portfolio's  assets from loss,  rather than directly to promote the  portfolio's
investment  objective.  The portfolio may not achieve its objective  during such
periods.
    

Other  securities  the  portfolio  may  invest in are  discussed  in the  Fund's
Statement of Additional Information (see back cover).

[GRAPHIC OMITTED]

MANAGEMENT AND ORGANIZATION

MANAGER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048

   
The Manager has been an investment  adviser since 1964, and manages  investments
totaling  (at  12/31/98)  $6.64  billion in mutual  fund assets as well as $3.95
billion in other assets. The Manager is responsible for managing the portfolio's
assets  according  to its goal and for  placing  orders with  broker-dealers  to
purchase and sell  securities on behalf of the portfolio.  The portfolio has had
the same  Manager  since  inception  and, for the most recent  fiscal year,  the
portfolio  paid the  Manager a fee at the annual rate based on a  percentage  of
average daily net assets of .85%.
    

PORTFOLIO MANAGERS

   
David Alger and Ron Tartaro are the  individuals  responsible for the day-to-day
management of the portfolio's investments. Mr. Alger, a manager of the portfolio
since  its  inception,  has been  employed  by the  Manager  as  Executive  Vice
President and Director of Research since 1971, and as President  since 1995. Mr.
Tartaro  has been  employed  by the Manager  since  1990,  as a senior  research
analyst until 1995 and as a Senior Vice President and co-manager since 1995.
    

YEAR 2000
   
The Fund's Manager and  Distributor  (Fred Alger & Company,  Incorporated)  have
advised  the Fund that they are  implementing  a Year 2000 plan to  address  any
issues arising from computer systems' potentially  erroneous reading of dates in
the year 2000.  Specifically,  they are in the  process of  confirming  that the
Fund's  service  providers are resolving any Year 2000 issues as the  millennium
approaches.  While there can be no assurance that there will be no impairment of
services  at that  time,  currently  it is not  anticipated  that  shareholders'
investments  in the Fund will be impacted  negatively  as a result of the Fund's
Year 2000  transition.  However,  people and resources have been devoted to this
important review.
    
Year 2000 issues, real or perceived, may also adversely affect stock prices. The
Manager intends to review SEC filings and other Year 2000 readiness  information
from companies in which the Fund may invest significantly,  as well as readiness
information  from  other  sources.  The  Manager  and the Fund have no reason to
believe that such measures  will not be  sufficient to avoid a material  adverse
effect on the Fund's  investments,  although there can be no assurance that they
will be.

[GRAPHIC OMITTED]

SHAREHOLDER INFORMATION

DISTRIBUTOR

Fred Alger & Company, Incorporated
30 Montgomery Street
Jersey City, NJ 07302

TRANSFER AGENT

Alger Shareholder Services, Inc.
30 Montgomery Street
Jersey City, NJ 07302
   
NET ASSET VALUE
    
The  price of one  share  is its  "net  asset  value",  or NAV.  The NAV for the
portfolio is calculated as of the close of business  (normally 4:00 p.m. Eastern
time) every day the New York Stock Exchange is open. Generally,  the Exchange is
closed on weekends  and various  national  holidays.  It may close on other days
from time to time.

The Fund  generally  values the assets of the  portfolio  on the basis of market
quotations or, where market quotations are not readily  available,  on the basis
of fair value as  determined  by the  Manager  under  procedures  adopted by the
Fund's  Board of  Trustees.  Short-term  money  market  instruments  held by the
portfolio are valued on the basis of amortized cost.

   
DIVIDENDS AND DISTRIBUTIONS

The  Fund  declares  and  pays  dividends  and  distributions  by the  portfolio
annually.  The Fund  expects  that these annual  payments to  shareholders  will
consist of both capital gains and net investment income.

Participants in variable annuity  contracts,  variable life insurance  policies,
and qualified  pension and retirement  plans  ordinarily  will not be subject to
taxation on dividends  from net  investment  income and  distributions  from net
realized  capital gains until they receive a distribution  of the dividends from
their plan accounts. Generally, distri-
    

4

<PAGE>


butions from these  investment  vehicles  are taxable as ordinary  income at the
  rate  applicable to each  participant at the time of  distribution.In  certain
  cases, distributions made to a participant prior to the participant's reaching
  age 59-1/2 are subject to a penalty tax  equivalent to 10% of the  distributed
  amount, in addition to the ordinary income tax payable on such amount.

Because  everyone's  tax situation is unique,  see a tax advisor about  federal,
state and local tax consequences of investing in the Fund.

NAV  (NET  ASSET  VALUE)  IS  COMPUTED  BY  ADDING  TOGETHER  THE  VALUE  OF THE
PORTFOLIO'S INVESTMENTS PLUS CASH AND OTHER ASSETS,  SUBTRACTING ITS LIABILITIES
AND THEN DIVIDING THE RESULT BY THE NUMBER OF ITS OUTSTANDING SHARES.

PURCHASING AND REDEEMING FUND SHARES

   
The Fund is an investment  vehicle for variable  annuity  contracts and variable
life  insurance  policies  offered by the  separate  accounts of life  insurance
companies,  as well as qualified  pension and  retirement  plans.  An individual
cannot invest in the portfolio directly, but may do so only through one of these
sources.  The Fund's  shares are held in the names of the separate  accounts and
plans.

Shares of the Fund can be  purchased  or  redeemed on any day the New York Stock
Exchange is open.  They will be processed at the NAV next  calculated  after the
purchase or redemption  request is received in good order by the Transfer Agent.
All orders for purchase of shares are subject to  acceptance  by the Fund or its
Transfer Agent.  The Transfer Agent pays for redemptions  within 7 days after it
accepts a redemption request.
    

The Fund may redeem some shares "in kind", which means that some of the proceeds
will be paid with securities the Fund owns instead of cash.






                                                                               5



<PAGE>

[GRAPHIC OMITTED]

FINANCIAL HIGHLIGHTS

The  financial   highlights  table  is  intended  to  help  you  understand  the
portfolio's  financial  performance for the periods shown.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent  the rate  that an  investor  would  have  earned or lost on an
investment   in  the  Fund   (assuming   reinvestment   of  all   dividends  and
distributions).  This  information has been audited by Arthur Andersen LLP whose
report, along with the Fund's financial  statements,  are included in the Annual
Report, which is available upon request.


ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                 January 25, 1995
                                                                                                   (commencement
                                                                                                 of operations) to
                                                                       Year Ended December 31,     December 31,
- --------------------------------------------------------------------------------------------------------------------
                                                                  1998       1997        1996       1995(i)
                                                                  -----      -----       -----      -------
<S>                                                              <C>        <C>         <C>          <C>
Net asset value, beginning of period                             $   23.17  $   19.36     $ 17.43     $ 10.00
                                                                 ---------  ---------   ---------    --------
Net investment income (loss)                                         (0.05)     (0.03)      (0.03)(ii)  (0.03)
Net realized and unrealized gain on investments                      12.99       3.84        2.14        7.46
                                                                 ---------  ---------   ---------    --------
Total from investment operations                                     12.94       3.81        2.11        7.43
Distributions from net realized gains                                (1.21)        --       (0.18)         --
                                                                 ---------  ---------   ---------    --------
Net asset value, end of period                                   $   34.90   $  23.17     $ 19.36      $17.43
                                                                 =========  =========   =========    ========
Total Return                                                        57.83%     19.68%      12.04%      74.30%
                                                                 =========  =========   =========    ========
Ratios and Supplemental Data:
 Net assets, end of period (000's omitted)                       $ 101,710  $  53,488    $ 34,925     $ 5,497
                                                                 =========  =========   =========    ========
 Ratio of expenses excluding interest
  to average net assets                                              0.93%      0.96%       1.06%       1.50%
                                                                 =========  =========   =========    ========
 Ratio of expenses including interest
  to average net assets                                              0.96%      1.00%       1.09%       1.56%(iii)
                                                                 =========  =========   =========    ========
 Ratio of net investment income (loss)
  to average net assets                                             (0.27%)    (0.17%)     (0.15%)     (0.71%)
                                                                 =========  =========   =========    ========
 Portfolio Turnover Rate                                           143.59%    164.27%     102.10%     178.23%
                                                                 =========  =========   =========    ========
 Amount of debt outstanding at end of period                            --         --          --          --
                                                                 =========  =========   =========    ========
 Average amount of debt outstanding during the period            $ 246,101  $ 201,644   $  76,079    $  8,122
                                                                 =========  =========   =========    ========
 Average daily number of shares outstanding
  during the period                                              2,480,478  2,135,458   1,107,187      75,460
                                                                 =========  =========   =========    ========
 Average amount of debt per share during the period              $    0.10  $    0.09   $    0.07    $   0.11
                                                                 =========  =========   =========    ========
</TABLE>

  (i) Ratios have been annualized; total return has not been annualized.
 (ii) Amount was computed based on average shares outstanding during the year.
(iii) Amount has been reduced by 2.36% due to expense reimbursements.




6

<PAGE>



FOR FUND INFORMATION:

By telephone:   1-800-992-3863

By mail:        The Alger American Fund
                1 World Trade Center

                Suite 9333
                New York, NY 10048

STATEMENT OF ADDITIONAL INFORMATION

For more detailed  information about the Fund and its policies,  please read the
Statement of Additional Information, which is incorporated by reference into (is
legally  made a part  of)  this  Prospectus.  You  can  get a free  copy  of the
Statement of Additional Information by calling the Fund's toll-free number or by
writing to the address above. The Statement of Additional Information is on file
with the Securities and Exchange Commission.

ANNUAL AND SEMI-ANNUAL REPORTS

   
Additional  information about the Fund's  investments is available in the Fund's
annual and semi-annual reports to shareholders.  In the Fund's annual report you
will find a discussion of the market  conditions and investment  strategies that
significantly  affected the Fund's  performance during the period covered by the
report.  You can receive free copies of these reports,  and to make inquiries to
the Fund,  by calling the Fund's  toll-free  number or by writing to the address
above.
    

Another way you can obtain copies is by visiting the SEC's Public Reference Room
or by  forwarding  your  request  and a  duplicating  fee  to the  SEC's  Public
Reference Section,  Washington,  DC 20549-6009.  Information on the operation of
the Public Reference Room is available by calling 1-800-SEC-0330.

DISTRIBUTOR: FRED ALGER & COMPANY, INCORPORATED













THE ALGER AMERICAN FUND
SEC FILE #811-5550

<PAGE>



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

   
                                            THE  |
                                          ALGER  |
                                       AMERICAN  | MEETING THE CHALLENGE
                                           FUND  | OF INVESTING
                                                 |
                                                 |
                                      STATEMENT  |
                                  OF ADDITIONAL  | MAY 1, 1999
                                    INFORMATION  |
    


                                 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

   
     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, 1999. 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.
    

<PAGE>



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

                                                                     MAY 1, 1999
                                                 |
                                            THE  |
                                          ALGER  | 1 WORLD TRADE CENTER
                                       AMERICAN  | SUITE 9333
                                           FUND  | NEW YORK, NEW YORK 10048
                                                 | (800) 992-3863

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


The Alger  American  Fund (the "Fund") is a registered  investment  company -- a
mutual fund -- that presently  offers  interests in the following six portfolios
(the "Portfolios"):

                       * Alger American Balanced Portfolio
   
                       * Alger American Income & 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.

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.

                                    CONTENTS
   
The Portfolios...........................................................     2
Investment Strategies and Policies.......................................     3
Net Asset Value..........................................................    11
Purchases and Redemptions................................................    12
Participating Insurance Companies and Plans..............................    13
Management...............................................................    13
Expenses.................................................................    16
Dividends and Distributions..............................................    16
Taxes....................................................................    16
Custodian................................................................    17
Transfer Agent...........................................................    17
Counsel to the Fund......................................................    17
Certain Shareholders.....................................................    17
Organization.............................................................    20
Determination of Performance.............................................    20
Investor and Shareholder Information.....................................    22
Financial Statements.....................................................   F-1
Appendix.................................................................   A-1
    


<PAGE>


THE PORTFOLIOS

   
The Fund is a diversified,  open-end management investment company that offers a
selection of six  portfolios,  each having  distinct  investment  objectives and
policies.
    

ALGER AMERICAN BALANCED PORTFOLIO

The  investment  objectives of the  Portfolio  are 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.

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 total assets) during temporary defensive periods.

   
ALGER AMERICAN INCOME & GROWTH PORTFOLIO
    
The primary investment  objective of the Portfolio is to provide a high level of
dividend income. Capital appreciation is a secondary investment 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 total 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.  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.  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 gains 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


                                      -2-

<PAGE>

the  market  value  of its  total  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.

IN GENERAL

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 total  assets in money  market  instruments  and  repurchase
agreements  and in  excess of that  amount  (up to 100% of their  total  assets)
during  temporary  defensive  periods.  These  amounts  may be higher than those
maintained by other funds with similar investment objectives.

   
INVESTMENT STRATEGIES AND POLICIES
    

CERTAIN SECURITIES AND INVESTMENT TECHNIQUES

   
The  Prospectus  discusses the  investment  objectives of each Portfolio and the
primary  strategies  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.  There is no guarantee that any
Portfolio's objectives will be achieved.

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  all  other
Portfolios.
    

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.

   
Certain of these  securities may have  volatility  risks,  prepayment  risks and
extension risk, which could have a negative impact on the investing  portfolio's
net asset value.
    

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 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 


                                      -3-


<PAGE>


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 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 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 less liabilities  other
than the repurchase obligation.

FIRM COMMITMENT AGREEMENTS AND
WHEN-ISSUED PURCHASES

Firm commitment agreements and "when-issued"  purchases call for the purchase of
securities at an agreed 


                                      -4-


<PAGE>

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 a 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.  A Portfolio will not use
these transactions for leveraging purposes and, accordingly, will segregate 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.

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, as amended. 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 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).  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

   
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
including collateral on such loans, less liabilities exclusive of the obligation
to  return   such   collateral,   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 securities
    

                                      -5-

<PAGE>
   
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 exchange 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 a foreign  exchange may be held in custody by a bank or
other depository  located in that market. It should be noted that certain of the
risks associated with foreign  securities may also apply to American  Depositary
Receipts and American Depositary Shares.
    

BORROWING (ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO)

   
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 cost of
borrowing,  including 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 may
also borrow from banks for  temporary or emergency  purposes.  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)

   
The  Portfolio  may buy and sell  (write)  exchange  listed  options in order to
obtain additional return or to hedge the value of its portfolio although,  as in
the past, it does not currently intend to rely on these strategies  extensively,
if at all.  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". Although the Portfolio will in any event generally not purchase or
write  options  that  appear to lack 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.
    
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.




                                      -6-

<PAGE>


A call  option  written by the  Portfolio  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) 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.  A put option written by the Portfolio 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, 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 a closing purchase
or sale transaction can be effected when the Portfolio so desires.

The Portfolio would realize a profit from a closing  transaction if the price of
the transaction  were less than the premium  received from writing the option or
more than the premium paid to purchase the option; the Portfolio would realize a
loss from a closing  transaction if the price of the transaction  were 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.  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, were
unable to effect a closing purchase  transaction in a secondary market, it would
not be able to sell the  underlying  security  until the  option  expired  or it
delivered the underlying security upon exercise or otherwise cover 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  would be  obligated,  in return for the
premium  received,  to make delivery of this amount.  The Portfolio could offset
its  position in stock index  options  prior to  expiration  by entering  into a
closing   transaction  on  an  exchange  or  it  could  let  the  option  expire
unexercised.

Use of  options  on  securities  indexes  entails  the risk that  trading in the
options  may be  interrupted  if trading in certain  securities  included in the
index is  interrupted.  The Portfolio  would not purchase  these options  unless
Alger Management were satisfied with the development, depth and liquidity of the
market and Alger Management believed the options could 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 would  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  might be  forced  to
liquidate portfolio securities to meet settlement obligations.

Although Alger Management will attempt to take appropriate  measures to minimize
the risks relating to any 

                                      -7-

<PAGE>

trading by the Portfolio input and call options,  there can be no assurance that
the Portfolio will succeed in any option-trading program it undertakes.

STOCK INDEX FUTURES AND OPTIONS ON STOCK
INDEX FUTURES (ALGER AMERICAN LEVERAGED
ALLCAP PORTFOLIO)

If the Portfolio utilizes these investments, it will do so only for hedging, not
speculative,  purposes. 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  would  purchase  and sell  futures
contracts  on the stock  index for which it could  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,  although it has not invested in
index futures in the past.

The risk of  imperfect  correlation  will  increase  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,  if it uses a hedging  strategy,  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  would 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 could be effected or that
there would be correlation between price movements in the options on stock index
futures and price movements in the Portfolio's securities which were the subject
of the hedge.  In addition,  the  Portfolio's  purchase of such options would be
based upon predictions as to anticipated market trends,  which could prove to be
inaccurate.

   
The Portfolio's  use, if any, of stock index futures and options thereon will in
all  cases  be  consistent  with  applicable  regulatory   requirements  and  in
particular the rules and regulations of the Commodity Futures Trading Commission
and will be entered into, it at all, 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 were to exercise an option on a futures contract it
would 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, im-


                                      -8-

<PAGE>

mediately  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.

OTHER INVESTMENTS

   
In addition to the securities and investment  techniques listed above under "The
Portfolios,"  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, variable rate master demand notes, firm commitment agreements
and "when-issued" purchases.
    

INVESTMENT RESTRICTIONS

   
The  investment  restrictions  numbered 1 through 12 below have been  adopted by
each of the  Portfolios as  fundamental  policies.  The  Portfolios'  investment
objectives are also 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  Portfolio,  which is defined in the Act as the lesser of (a)
67 percent or more of the shares of the  Portfolio  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 of the 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 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.

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;  pro-


                                      -9-

<PAGE>

vided  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.
    

PORTFOLIO TRANSACTIONS

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

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

                                      -10-

<PAGE>


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,
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
was paid to Alger Inc.  During the fiscal year ended December 31, 1997, the Fund
paid an aggregate of approximately  $7,837,883 in commissions to  broker-dealers
in connection with portfolio  transactions of which $7,712,699 was paid to Alger
Inc.  During the fiscal year ended December 31, 1998, the Fund paid an aggregate
of approximately  $7,974,970 in commissions to broker-dealers in connection with
portfolio transactions,  of which $7,917,064 (99%) was paid to Alger Inc. During
the fiscal year ended December 31, 1998,  97% 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.
The turnover rate for Alger  American  Small  Capitalization  Portfolio for 1998
significantly  exceeded  1997's due to  portfolio  repositioning  in response to
midyear market volatility.
    

       

NET ASSET VALUE

   
Net asset value 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.
    

                                      -11-

<PAGE>

       

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.

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. The Fund does not assess any fees, either when it sells
or when it redeems its shares.  Surrender  charges,  mortality  and expense risk
frees 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.  Participants  should  contact
their Plan sponsor for  information  concerning  the  appropriate  procedure for
investing in the Fund.

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.

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
redemption  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


                                      -12-

<PAGE>

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.

PARTICIPATING INSURANCE
COMPANIES AND PLANS

   
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 might cause the Portfolio to sell portfolio  securities at disadvantageous
prices,  and orderly  portfolio  management  could be disrupted to the potential
detriment of the VA contract and VLI policy holders or Plan Participants. 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.
    

MANAGEMENT

TRUSTEES AND OFFICERS OF THE FUND

   
The Fund is governed by a Board of Trustees which is responsible  for protecting
the interests of shareholders under Massachusetts law. Certain information about
the Trustees  and officers of the Fund is 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.,  a registered
closed-end investment company, and The Alger Fund, The Alger Retirement Fund and
Spectra Fund, registered open-end management  investment  companies,  for all of
which Alger Management serves as investment adviser. The following companies are
affiliates of Alger Management:  Alger Associates,  Inc.  ("Associates"),  Alger
Inc., Alger Properties,  Inc.  ("Properties"),  Alger Shareholder Services, Inc.
("Services"),  Alger  Life  Insurance  Agency,  Inc.  ("Agency"),  and  Analysts
Resources,  Inc.  ("ARI").  Unless  otherwise  noted, the address of each person
named below is 1 World Trade Center, Suite 9333, New York, New York 10048.
    




                                      -13-

<PAGE>

   
<TABLE>
<CAPTION>
NAME, AGE AND POSITION
WITH THE FUND AND ADDRESS             PRINCIPAL OCCUPATIONS
<S>                                   <C>
Fred M. Alger III (64)*               Chairman of the Boards of Associates,  Alger Inc., Alger Management,
  Chairman of the Board               Properties, Services, Agency, Fred Alger International Advisory S.A.
                                      ("International"), The Alger American Asset Growth Fund ("Asset Growth")
                                      and ARI.

David D. Alger (55)*                  President and Director of  Associates,  Alger  Management, Alger Inc.,
  President and Trustee               ARI, Properties, Services, International and Agency; Director of
                                      Asset Growth.

Gregory S. Duch (47)                  Executive Vice President, Treasurer and Director of Alger Management
  Treasurer                           Properties and Associates; Executive Vice President and Treasurer of 
                                      Alger Inc., ARI, Services and Agency; Director and Treasurer of 
                                      International.

Mary E. Marsden-Cochran (46)          Vice President, General Counsel and Secretary of Associates, Alger
  Secretary                           Management, Alger Inc., Properties, ARI, Services and Agency (2/96-present);
                                      Secretary of International (7/96-present); Associate General Counsel and 
                                      Vice President of Smith Barney Inc. (12/94-2/96); Blue Sky Attorney, AMT 
                                      Capital (1/94-11/94).

Frederick A. Blum (45)                Senior Vice President of Alger Inc.
  Assistant Secretary &
  Assistant Treasurer

Arthur M. Dubow (65)                  Trustee of the Arthur Dubow Foundation; private investor since 1985; Director
  Trustee                             of Coolidge Investment Corporation; formerly Chairman of the Board of
  P.O. Box 969                        Institutional Shareholder Services, Inc. and President of Fourth
  Wainscott, NY 11975                 Estate, Inc.
    
   
Stephen E.  O'Neil  (66)              Attorney-at-law; private investor since 1981; Director of Nova Care, Inc. 
  Trustee                             and Brown-Forman Distillers Corporation; formerly President and Vice Chairman of 
  805 Third Avenue                    City Investing Company and Director of Centerre Bancorporation and Syntro Corporation,
  New York,  NY 10022                 and Counsel to the law firm of  Kohler & Barnes  P.C.

Nathan E. Saint-Amand, M. D. (61)     Medical doctor in private practice.
  Trustee
  2 East 88th Street
  New York, NY 10128

John T. Sargent (74)                  Private investor since 1987; Director of Atlantic Mutual Insurance Co.;
  Trustee                             formerly Director of River Bank America.
  5 Beekman Place
  New York, NY 10022

B.Joseph White (53)                   Dean, University of Michigan ; President, William Davidson
  Trustee                             Institute at the University of Michigan Business School; Professor
  University of Michigan              of Business Administration, University of Michigan Business
  Business School                     Business School School; Director, Gordon Food Service; Trustee and
  701 Tappan Street                   Chair, Audit Committee, Equity Residential Properties Trust;
  Ann Arbor, MI 48109                 Director and Chair, Compensation Committee, Kelly Services, Inc.
</TABLE>
    

   
* Fred M. Alger III an  David D. Alger  are "interested persons" of the Fund, as
  defined in the Act. Fred M. Alger and David D. Alger are brothers.
    


                                                  -14-

<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 independent Trustee a fee of $1500 for each meeting
he attends, to an annual maximum of $6000.  Effective February 1999, independent
Trustees are reimbursed for their expenses in attending meetings.

The Fund does not offer its Trustees any pension or retirement  benefits and has
not done so in the past. The following table provides  compensation amounts paid
to independent Trustees of the Fund for the fiscal year ended December 31, 1998.
Mr. White, now an independent Trustee, was not a Trustee of the Fund during that
period. Effective February, 1999, he became a Trustee of the Fund.
    

                                       COMPENSATION TABLE
   
<TABLE>
<CAPTION>
                                                                       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                  $3,000                                 $14,250
</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 is responsible for the overall administration of the Fund, subject to
the  supervision of the Board of Trustees.  It pays the salaries of all officers
who are  employed by both it and the Fund.  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 SEC. 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.

   
Under the  Management  Agreements,  Alger  Management  receives  a fee from each
Portfolio at the following  annual rates based on the Portfolio's  average daily
net assets:  .85% (Alger  American  Small  Capitalization  and Leveraged  AllCap
Portfolios), .80% (Alger American MidCap Growth Portfolio), .75% (Alger American
Growth  and  Balanced  Portfolios)  and .625%  (Alger  American  Income & Growth
Portfolio). This fee is computed daily and paid monthly.

During the fiscal years ended December 31, 1996, 1997, and 1998 Alger Management
earned  under the  terms of the  Management  Agreements  $92,934,  $217,844  and
$365,820,  respectively, in respect of Alger American Income & Growth Portfolio;
$10,617,051,  $12,582,027  and  $8,665,222,  respectively,  in  respect of Alger
American Small Capitalization Portfolio; $5,604,710, $8,988,054 and $10,304,264,
respectively,  in respect of Alger American Growth Portfolio;  $55,775, $103,223
and $154,672, respectively, in respect of Alger American Balanced Portfolio; and
$2,330,374,  $3,536,454  and  $4,156,932,  respectively,  in  respect  of  Alger
American  MidCap  Growth  Portfolio;   and  $177,612,   $399,269  and  $567,333,
respectively, in respect of Alger American Leveraged AllCap Portfolio.
    



                                      -15-


<PAGE>

   
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 .45% of the net asset  value of shares  held by those  customers,  will be
paid from  Alger  Management's  or its  affiliates'  resources  and not from the
assets of the Fund.
    

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.

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.

UNDERWRITER

Alger Inc., the  Underwriter  for the Fund, is located at 30 Montgomery  Street,
Jersey City, NJ 07302. It is the corporate parent of Alger Management.

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP serves as independent public accountants for 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.  Any such  expense
reimbursements  will be  estimated  and  reconciled  daily and paid on a monthly
basis. 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.

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

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 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.

   
If, in any taxable year, a Portfolio fails to qualify as a regulated  investment
company under the Code or fails to meet the distribution  requirement,  it would
be taxed in the same manner as an ordinary  corporation and distributions to its
shareholders  would not be  deductible by the Portfolio in computing its taxable
income.  In  addition,  in the event of a failure to  qualify,  the
    



                                      -16-


<PAGE>

   
Portfolio's distributions, to the extent derived from the Portfolio's current or
accumulated  earnings and profits would constitute  dividends  (eligible for the
corporate  dividends-received  deduction)  which are taxable to  shareholders as
ordinary income,  even though those  distributions  might otherwise (at least in
part) have been treated in the  shareholders'  hands as long-term capital gains.
If a Portfolio fails to qualify as a regulated  investment  company in any year,
it must pay out its  earnings and profits  accumulated  in that year in order to
qualify again as a regulated  investment  company.  In addition,  if a Portfolio
failed to qualify as a regulated  investment  company for a period  greater than
one taxable  year,  the  Portfolio may be required to recognize any net built-in
gains (the  excess of the  aggregate  gains,  including  items of  income,  over
aggregate  losses that would have been  realized if it had been  liquidated)  in
order to qualify as a regulated investment company in a subsequent year.

Each  Portfolio  has been  structured  so that each  qualifies  separately  as a
regulated  investment company under Subchapter M of the Internal Revenue Code of
1986,  as amended (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;  and (b) 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 realized  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  realized  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.

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.  

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.  ("Services"),  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  Services
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.  Pursuant to the transfer  agency  agreement
Services is  compensated  on a  per-account  and,  for certain  transactions,  a
per-transaction basis.
    

COUNSEL TO THE FUND

The law firm Hollyer Brady Smith Troxell  Barrett  Rockett Hines & Mone LLP, 551
Fifth Avenue, New York, NY 10176, acts as counsel to the Fund.

CERTAIN SHAREHOLDERS

   
Set forth below is certain information regarding significant shareholders of the
Portfolios.  At April 1, 1999,
    



                                      -17-


<PAGE>

   
Ameritas  Variable Life  Insurance Co.  Separate  Account VA-2 Variable  Annuity
owned  beneficially  or of  record  47.47%  of  Alger  American  Income & Growth
Portfolio and 67.57% of Alger  American  Balanced  Portfolio.  On the same date,
American Skandia Life Assurance  Company owned  beneficially or of record 49.53%
of Alger  American  Small  Capitalization  Portfolio,  56.08% of Alger  American
Growth  Portfolio  and 77.02% of Alger  American  MidCap Growth  Portfolio.  The
shareholders identified above may be deemed to control the specified Portfolios,
which may have the effect of  proportionately  diminishing  the voting  power of
other shareholders of these Portfolios.

At April 1, 1999, the Fund's officers and Trustees as a group owned less than 1%
of any portfolio's shares.

The following table contains information  regarding persons known by the Fund to
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 1, 1999 and record and beneficial holdings are in each instance denoted as
follows: record/beneficial.
    








                                      -18-

<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                */--       49.53%/--      56.08%/--         */--       77.02%/--         */--
Life Assurance
Corporation
Class 1
Tower One
Corporate Drive
P. O. Box 883
Shelton, CT 06484

Transamerica                  7.16%/--        */--           */--           */--          */--           */--
Life Ins. & Annuity
401 N. Tryon St.
Charlotte, NC 28210

Ameritas Variable             8.23%/--        */--           */--         9.35%/--        */--         6.36%/--
Life Insurance Co.
Separate Acct V
P.O. Box 82550
Lincoln, NE 68501

Ameritas Variable            47.47%/--      6.26%/--         */--        67.57%/--      6.34%/--      19.31%/--
Life Insurance Co.
Separate Acct. VA-2
Variable Annuity Product
P.O. Box 82550
Lincoln, NE 68501
    

Sun Life of Canada (US)       5.37%/--        */--           */--           */--          */--           */--
P.O. Box 934
Boston, MA 02117

Aetna Life Insurance         17.32%/--        */--           */--        18.70%/--        */--        13.67%/--
and Annuity Company
151 Farmington Avenue
Hartford, CT  06156

Security First Life Ins. Co.    */--        5.82%/--         */--           */--          */--           */--
Separate Account A
11365 W. Olympic Blvd
Los Angeles, CA 90064

New York Life                   */--        5.31%/--         */--           */--          */--           */--
Morris Corp. Ctr. 1
300 Interpace Pkwy
Parsippany, NJ 07054

CG Variable Annuity             */--          */--           */--           */--          */--        15.03%/--
Separate Acct II
900 Cottage Grove Road
Hartford, CT  06152

Conseco Variable                */--          */--           */--           */--          */--         9.67%/--
Insurance Co.
11825 North Pennsylvania St.
Carmel, IN  46032

GE Life & Annuity               */--        9.55%/--       7.23%/--         */--          */--           */--
Separate Acct. III
Variable Products Dept.
6610 W. Broad St.
Richmond, VA 23230

Lincoln Benefit               6.03%/--        */--           */--           */--          */--           */--
Life
P.O. Box 80469
Lincoln, NE 68501

   
Security Life of Denver         */--          */--           */--           */--          */--         7.36%/--
Separate Account L1
8515 East Orchard Rd.
Englewood, CO 80111
</TABLE>
- -------------------
*  Indicates shareholder owns less than 5% of the Portfolio's shares.
    




                                      -19-

<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  & 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 Fund offers an unlimited number of shares of
six  series,  representing  the shares of the  Portfolios.  The Fund's  Board of
Trustees may establish  additional  Portfolios at any time.  The word "Alger" in
the Fund's name has been adopted pursuant to a provision  contained in the Trust
Agreement. 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 have equal voting rates,  which cannot be adversely  modified,
other than by majority  vote.  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.

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.

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.

Under  normal  circumstances,  other  than the shares  issued to 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.

DETERMINATION OF PERFORMANCE

Each Portfolio may include quotations of its "total return" in advertisements or
reports to shareholders or prospective investors.  Total return figures show the

                                      -20-


<PAGE>

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  "total  return"  and  "yield"  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
were as follows:

<TABLE>
<CAPTION>
                                                                         Period
                                             Five          Ten            from
                                            Years         Years         Inception*
                          Year Ended        Ended         Ended          through
                           12/31/98       12/31/98       12/31/98       12/31/98
                           --------       --------       --------       --------
<S>                         <C>             <C>             <C>         <C>
Alger American Balanced
  (formerly Alger
  American Fixed Income)    31.51%          16.41%          N/A          12.05%

Alger American Income &
  Growth                    32.39%          21.76%         15.62%        15.51%

Alger American Small
  Capitalization            15.53%          13.09%         19.85%        18.86%

Alger American Growth       48.07%          23.90%          N/A          22.03%

Alger American MidCap
  Growth                    30.30%          18.98%          N/A          23.50%

Alger American Leveraged
  AllCap                    57.83%           N/A            N/A          39.34%
</TABLE>

*  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.  All  performance  figures are based on  historical
earnings.  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
Partici-


                                      -21-


<PAGE>

pating 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.

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.
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.



                                      -22-

<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1998

================================================================================
   SHARES       COMMON STOCKS--86.8%                                   VALUE
   ------                                                              -----
                AIRLINES--1.0%
    360,400     US Airways Group Inc.* .........................    $ 18,740,800
                                                                    ------------
                BROADCASTING--1.9%
    605,400     Comcast Corp. Cl. A. Special ...................      35,529,715
                                                                    ------------
                BUSINESS SERVICES--1.5%
    368,000     IMS Health Inc. ................................      27,761,184
                                                                    ------------
                COMMUNICATIONS--6.4%
    363,500     America Online Inc. ............................      58,160,000
    134,500     COX Communications Inc. Cl. A.* ................       9,297,313
    771,200     MCI Worldcom Inc.* .............................      55,333,600
                                                                    ------------
                                                                     122,790,913
                                                                    ------------
                COMMUNICATION EQUIPMENT--4.5%
    383,300     Ascend Communications, Inc.* ...................      25,201,975
    297,900     Cisco Systems, Inc.* ...........................      27,648,993
    209,600     Corning Inc. ...................................       9,432,000
    993,400     Ericsson(LM)Telephone Co. ADR B ................      23,780,009
                                                                    ------------
                                                                      86,062,977
                                                                    ------------
                COMPUTER RELATED &
                BUSINESS EQUIPMENT--7.5%
    423,200     Compaq Computer Corp. ..........................      17,748,162
    486,200     Dell Computer Corp.* ...........................      35,584,006
    421,200     EMC Corp.* .....................................      35,802,000
    292,800     International Business Machines Corp. ..........      54,094,800
                                                                    ------------
                                                                     143,228,968
                                                                    ------------
                COMPUTER SOFTWARE--3.8%
    221,600     Compuware Corp.* ...............................      17,312,500
    389,800     Microsoft Corporation* .........................      54,060,582
                                                                    ------------
                                                                      71,373,082
                                                                    ------------
                CONGLOMERATE--3.1%
    787,880     Tyco International Ltd. ........................      59,436,091
                                                                    ------------
                DRUG DISTRIBUTION--2.9%
    459,450     Cardinal Health, Inc. ..........................      34,860,769
    259,700     McKesson Corp. .................................      20,532,661
                                                                    ------------
                                                                      55,393,430
                                                                    ------------
                FINANCIAL  SERVICES--13.5%
    453,100     BankAmerica Corp. ..............................      27,242,638
    236,400     Bank of New York Inc. ..........................       9,515,100
    956,200     Citigroup Inc. .................................      47,331,900
    579,800     Federal Home Loan Mortgage Corporation .........      37,361,152
    1,636       Firstar Corp. ..................................         152,557
    312,200     First Union Corp. ..............................      18,985,819
    986,900     Household International Inc. ...................      39,105,913
    611,700     Kansas City Southern Industries Inc. ...........      30,088,300
    417,400     Morgan Stanley Dean Witter & Co. ...............      29,635,400
    110,100     State Street Corp. .............................       7,658,886
    124,400     SunAmerica Inc. ................................      10,091,950
                                                                    ------------
                                                                     257,169,615
                                                                    ------------
                FOOD CHAINS--4.5%
    150,000     Fred Meyer, Inc.* ..............................       9,037,500
    620,200     Kroger Co.* ....................................      37,522,100
    627,800     Safeway Inc.* ..................................      38,256,876
                                                                     -----------
                                                                      84,816,476
                                                                     -----------
                INSURANCE--1.7%
    327,525     American International Group, Inc. ............       31,647,102
                                                                     -----------
                LEISURE & ENTERTAINMENT--1.3%
    511,400     Carnival Corp. ................................       24,547,200
                                                                     -----------
                MEDICAL DEVICES--1.8%
    472,800     Medtronic, Inc. ...............................       35,105,400
                                                                     -----------
                 PHARMACEUTICALS--13.7%
    138,400     Bristol Myers Squibb Co. ......................       18,519,719
    155,000     Elan Corp PLC-ADR*+ ...........................       10,782,265
    358,600     Eli Lilly & Company ...........................       31,870,575
    299,700     Merck & Co., Inc. .............................       44,262,094
    392,200     Pfizer Inc. ...................................       49,196,784
    455,600     Schering-Plough Corporation ...................       25,171,900
    513,700     SmithKline Beecham PLC-ADS ....................       35,702,150
    603,300     Warner-Lambert Co. ............................       45,360,920
                                                                    ------------
                                                                     260,866,407
                                                                    ------------
                POLLUTION CONTROL--3.1%
  1,279,100     Waste Management, Inc. ........................       59,638,037
                                                                    ------------
                RETAILING--10.9%
    600,000     CVS Corp. .....................................       33,000,000
    348,100     Costco Companies Inc.* ........................       25,128,643
  1,014,300     Home Depot, Inc. ..............................       62,062,988
    156,000     Office Depot Inc.* ............................        5,762,328
    694,000     Staples Inc.* .................................       30,319,472
    642,200     Wal-Mart Stores Inc. ..........................       52,299,484
                                                                    ------------
                                                                     208,572,915
                                                                    ------------
                SEMICONDUCTORS--3.7%
    448,600     Intel Corp. ...................................       53,187,362
    211,700     Texas Instruments, Incorporated ...............       18,113,687
                                                                  --------------
                                                                      71,301,049
                                                                  --------------
                TOTAL COMMON STOCKS
                 (COST $1,137,197,676) ....................        1,653,981,361
                                                                  --------------
                       See Notes to Financial Statements.

                                                                             F-1
<PAGE>


THE ALGER AMERICAN FUND
ALGER AMERICAN GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1998 (CONT'D)

================================================================================
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                              VALUE
- ---------       SHORT-TERM INVESTMENTS--11.9%                        ------
<S>             <C>                                               <C>

                SHORT-TERM CORPORATE NOTES--10.5% 
 $48,000,000    Bank Austria Finance Inc.,
                  5.87%, 1/6/99 ............................      $  47,960,867
  50,000,000    Bayerische Vereinsbank A.G.,
                  5.80%, 1/5/99 ............................         49,967,778
  20,000,000    Ciba Speciality Chemicals Corp.,
                  5.75%, 1/13/99 ...........................         19,961,667
  15,000,000    Ford Motor Credit Company,
                  5.77%, 1/6/99 ............................         14,987,979
  20,000,000    Hertz Corporation,
                  5.70%, 1/7/99 ............................         19,981,000
  48,000,000    Paribas Finance, Inc.,
                  5.50%, 1/6/99 ............................         47,963,333
                                                                  --------------
                TOTAL SHORT-TERM CORPORATE NOTES
                  (COST $200,822,624) ......................         200,822,624
                                                                  --------------

                SECURITIES HELD UNDER
                 REPURCHASE AGREEMENTS--1.4%
                Securities Held Under Repurchase
                 Agreements, 4.70%, 1/4/99, with
                 Bear, Stearns & Co. Inc., dtd 12/31/98,
                 repurchase price $26,209,137; collateralized
                 by U.S. Government Securities
                 (total par value $27,118,000
                  due 1/21/99-11/15/27) ....................          26,195,457
                                                                  --------------
                 TOTAL SHORT-TERM INVESTMENTS
                   (COST $227,018,081 ) ....................         227,018,081
                                                                  --------------
TOTAL INVESTMENTS
  (COST $1,364,215,757)(A) .........................  98.7%        1,880,999,442
Other Assets in Excess of Liabilities ..............   1.3            24,719,511
                                                     -----        --------------
NET ASSETS ......................................... 100.0%       $1,905,718,953
                                                     =====        ==============
</TABLE>





- --------------------------------------------------------------------------------
 *  Non-income producing security.
 +  Securities partially or fully on loan.
(a) At December 31, 1998, the net unrealized appreciation on investments,  based
    on cost for  federal  income tax  purposes  of  $1,364,215,757,  amounted to
    $516,783,685  which consisted of aggregate gross unrealized  appreciation of
    $526,745,601 and gross unrealized depreciation of $9,961,916.




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,
                                                       ---------------------------------------------------------------------
                                                            1998              1997          1996         1995        1994
<S>                                                      <C>               <C>            <C>           <C>         <C>
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of year                       $    42.76        $    34.33     $  31.16      $  23.13    $  24.67
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income                                          0.09              0.13         0.12          0.02        0.07
Net realized and unrealized gain on investments               18.32              8.66         4.00          8.33        0.15
- -----------------------------------------------------------------------------------------------------------------------------
    Total from investment operations                          18.41              8.79         4.12          8.35        0.22
- -----------------------------------------------------------------------------------------------------------------------------
  Dividends from net investment income                        (0.13)            (0.13)       (0.02)        (0.07)      (0.03)
  Distributions from net realized gains                       (7.82)            (0.23)       (0.93)        (0.25)      (1.73)
- -----------------------------------------------------------------------------------------------------------------------------
       Total Distributions                                    (7.95)            (0.36)       (0.95)        (0.32)      (1.76)
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year                             $    53.22        $    42.76     $  34.33      $  31.16    $  23.13
=============================================================================================================================
  Total Return                                                48.07%            25.75%       13.35%        36.37%       1.45%
=============================================================================================================================
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)                $1,905,719        $1,072,529     $991,028      $502,974    $150,390
=============================================================================================================================
  Ratio of expenses to average net assets                      0.79%             0.79%        0.79%         0.85%       0.86%
=============================================================================================================================
  Ratio of net investment income to average
     net assets                                                0.25%             0.27%        0.50%         0.18%       0.48%
=============================================================================================================================
  Portfolio Turnover Rate                                    127.38%           129.50%       82.86%       118.33%     111.76%
=============================================================================================================================
</TABLE>



                       See Notes to Financial Statements.


                                                                             F-3


<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1998

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

  SHARES                                             VALUE
  ------      COMMON STOCKS--89.2%                   -----
              ADVERTISING--1.9%
    564,050   Outdoor Systems, Inc.* ...........  $ 16,921,500
    187,500   Young & Rubicam Inc.* ............     6,070,313
                                                  ------------
                                                    22,991,813
                                                  ------------
              AIRLINES--2.3%
    135,600   ASA Holdings Inc. ................     4,135,800
    275,200   Continental Airlines Inc. Cl. B.*      9,219,200
    466,000   SkyWest Inc. .....................    15,232,608
                                                  ------------
                                                    28,587,608
                                                  ------------
              APPAREL--.5%
    148,600   AnnTaylor Stores Corporation*+ ...     5,860,487
                                                  ------------
              BIO-TECHNOLOGY--6.1%
    117,500   Biogen Inc.* .....................     9,752,500
    411,500   Centocor, Inc.*+ .................    18,568,938
    229,800   IDEC Pharmaceuticals Corporation*+    10,800,600
    358,500   Medimmune Inc.* ..................    35,648,523
                                                  ------------
                                                    74,770,561
                                                  ------------
              BROADCASTING--1.6%
    141,900   Cablevision Systems Corp. Cl. A.*      7,121,677
    197,300   Jacor Communications Inc.* .......    12,701,188
                                                  ------------
                                                    19,822,865
                                                  ------------
             BUILDING & CONSTRUCTION--.5%
   243,400   Champion Enterprises Inc.*+ .......     6,663,075
                                                  ------------
             BUSINESS SERVICES--4.2%
   355,000   Bisys Group Inc.* .................    18,326,875
   112,900   ChoicePoint Inc. * ................     7,282,050
   257,500   Clarify Inc.*+ ....................     6,292,785
    21,900   IMS Health Inc. ...................     1,652,092
   261,500   Rent-Way Inc.*+ ...................     6,357,850
   201,400   Siebel Systems Inc.* ..............     6,835,113
   144,700   United Stationers Inc.*+ ..........     3,762,200
                                                  ------------
                                                    50,508,965
                                                  ------------
             COMMUNICATIONS--1.9%
   310,400   At Home Corp. Series A.* ..........    23,047,200
                                                  ------------
             COMMUNICATION EQUIPMENT--3.0%
   185,200   Ascend Communications, Inc.* ......    12,176,900
   146,700   Dycom Industries Inc.*+ ...........     8,380,238
   114,000   L-3 Communications Holdings, Inc.*      5,308,182
   152,700   Newbridge Networks Corp.* .........     4,638,263
   156,100   Visual Networks, Inc.*+ ...........     5,853,750
                                                  ------------
                                                    36,357,333
                                                  ------------
             COMPUTER RELATED &
             BUSINESS EQUIPMENT--2.4%
   441,100   Maxtor Corp.* .....................     6,175,400
   380,200   Quantum Corp.* ....................     8,079,250
   232,100   Sanmina Corporation* ..............    14,506,250
                                                  ------------
                                                    28,760,900
                                                  ------------
             COMPUTER SERVICES--8.2%
   392,900   Ceridian Corp.* ...................  $ 27,429,528
    42,300   eBay Inc.* ........................    10,204,875
   304,000   Excite Inc.* ......................    12,787,152
    40,000   Inktomi Corp.* ....................     5,175,000
   217,000   Keane Inc.* .......................     8,666,546
   200,000   Lycos Inc.* .......................    11,112,600
   186,200   QRS Corp.* ........................     8,937,600
    17,500   Ticketmaster Online CitySearch Inc.
               Cl. B.* .........................       980,000
    61,000   Yahoo Inc.* .......................    14,453,188
                                                  ------------
                                                    99,746,489
                                                  ------------
             COMPUTER SOFTWARE--4.7%
    232,500  Citrix Systems, Inc.* .............    22,567,148
    170,000  Compuware Corp.* ..................    13,281,250
    260,200  Dendrite International Inc. * .....     6,496,934
    196,500  Intuit Inc.* ......................    14,246,250
                                                  ------------
                                                    56,591,582
                                                  ------------
             CONSUMER PRODUCTS--1.9%
    303,300  Dial Corp. ........................     8,757,788
    239,700  Furniture Brands International
                Inc.* .                              6,531,825
    226,100  Pittway Corp. Cl. A ...............     7,475,544
                                                  ------------
                                                    22,765,157
                                                  ------------
             DRUG DISTRIBUTION--4.8%

     65,000  AmeriSource Health Corp Cl. A.* ...     4,225,000
    971,200  Bergen Brunswig Corp. Cl. A .......    33,870,600
    591,900  Omnicare, Inc. ....................    20,568,525
                                                  ------------
                                                    58,664,125
                                                  ------------
             FINANCIAL  SERVICES--7.4%

    140,402  Commerce Bancshares Inc. ..........     5,967,085
    326,300  Dime Bancorp Inc. .................     8,626,719
    293,900  Finova Group Inc. .................    15,852,378
    490,600  Kansas City Southern Industries
               Inc. ............................    24,131,632
    539,900  National Commerce Bancorp+ ........    10,157,139
    286,200  North Fork Bancorporation Inc. ....     6,851,056
    708,800  Sovereign Bancorp Inc. ............    10,100,400
    126,500  Wilmington Trust Corp. ............     7,795,563
                                                  ------------
                                                    89,481,972
                                                  ------------
             FOOD CHAINS--1.7%
    585,000  Food Lion Inc. Cl. A ..............     6,215,625
    237,300  Fred Meyer, Inc.* .................    14,297,325
                                                  ------------
                                                    20,512,950
                                                  ------------
             FOODS & BEVERAGES--4.2%
    419,000  Earthgrains Company ...............    12,963,021
    456,500  Starbucks Corp.* ..................    25,621,063
    255,700  U.S. Foodservice* .................    12,529,300
                                                  ------------
                                                    51,113,384
                                                  ------------
             INSURANCE--.1%
     71,300  Fremont General Corp. .............     1,764,674
                                                  ------------


F-4


<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1998 (CONT'D)

================================================================================
 <TABLE>
 <CAPTION>
 SHARES                                                               VALUE
 ------      COMMON STOCKS (CONT'D)                                   -----
  <S>        <C>                                                  <C>
             MANUFACTURING--.8%
    194,500  Leggett & Platt Inc. ............................        4,279,000
    202,688  Palm Harbor Homes Inc.*+ ........................        5,105,292
                                                                   ------------
                                                                      9,384,292
                                                                   ------------
             MEDICAL DEVICES--.9%
    282,500  Biomet Inc. .....................................       11,370,625
                                                                   ------------
             MEDICAL SERVICES--3.8%
    503,800  Health Management Associates Inc. Cl. A.* .......       10,894,675
    386,800  Hooper Holmes Inc.+ .............................       11,217,200
     54,500  Impath Inc.* ....................................        1,444,250
    573,400  MedQuist Inc.* ..................................       22,649,300
                                                                    -----------
                                                                     46,205,425
                                                                    -----------
             PHARMACEUTICALS--5.6%
    567,400  Alza Corp.* .....................................       29,646,650
    210,000  Elan Corp PLC-ADR*+ .............................       14,608,230
    438,800  Forest Laboratories, Inc.* ......................       23,338,893
                                                                    -----------
                                                                     67,593,773
                                                                    -----------
             RESTAURANTS & LODGING--2.3%
    166,672  CKE Restaurants Inc. ............................        4,906,490
    587,100  Outback Steakhouse, Inc.* .......................       23,410,613
                                                                    -----------
                                                                     28,317,103
                                                                    -----------
             RETAILING--15.3%
     66,200  Amazon.com Inc.* ................................       21,266,750
    552,600  BJ's Wholesale Club Inc.* .......................       25,592,564
    855,800  Bed Bath & Beyond Inc.* .........................       29,204,175
    483,000  Borders Group Inc.* .............................       12,045,054
    249,700  Ethan Allen Interiors Inc. ......................       10,237,700
  1,003,300  Family Dollar Stores Inc. .......................       22,072,600
    594,800  Linens'n Things Inc.* ...........................       23,568,950
    105,000  Mens Wearhouse Inc.* ............................        3,333,750
    400,000  Office Depot Inc.* ..............................       14,775,200
    600,700  Williams Sonoma Inc.* ...........................       24,216,018
                                                                   ------------
                                                                    186,312,761
                                                                   ------------
             SEMICONDUCTORS--.6%
    212,500  Microchip Technology Incorporated*+                      7,862,500
                                                                   ------------
             SEMICONDUCTOR CAPITAL EQUIPMENT--.8%
    323,500  ASM Lithography Holding NV* .....................        9,866,750
                                                                   ------------
             TEXTILES--.7%
    253,900  WestPoint Stevens Inc.* .........................        8,013,846
                                                                   ------------
             TRANSPORTATION--1.0%
    347,200  Coach USA Inc.*+ ................................       12,043,674
                                                                   ------------
             TOTAL COMMON STOCKS
              (COST $810,130,782) ............................    1,084,981,889
                                                                 --------------
PRINCIPAL
 AMOUNT
- ---------
             Short-Term Corporate Notes--10.3%
$40,000,000  Bayerische Vereinsbank A.G.,
                 5.80%, 1/5/99 ...............................       39,974,222
 20,000,000  Cooperative Association of
              Tractor Dealers Inc. Cl. A.,
                 5.75%, 1/11/99 ..............................       19,968,056
             Ford Motor Credit Company,
 15,000,000      5.77%, 1/6/99 ...............................       14,987,979
 30,000,000      5.69%, 1/8/99 ...............................       29,966,808
 20,000,000  Hertz Corporation,
                 5.70%, 1/7/99 ...............................       19,981,000
                                                                 --------------
             TOTAL SHORT-TERM CORPORATE NOTES
                 (COST $124,878,065) .........................      124,878,065
                                                                 --------------
             SECURITIES HELD UNDER
                REPURCHASE AGREEMENTS--.9%
             Securities Held Under Repurchase
               Agreements, 4.70%, 1/4/99, with
               Bear, Stearns & Co. Inc., dtd 12/31/98,
               repurchase price $11,347,964; collateralized
               by U.S. Government Securities
               (total par value $11,650,000
                due 1/15/07-11/15/27) ........................       11,342,041
                                                                  -------------
             TOTAL SHORT-TERM INVESTMENTS
               (COST $136,220,106) ...........................      136,220,106
                                                                  --------------
TOTAL INVESTMENTS
  (COST $946,350,888)(A) ...........................   100.4%     1,221,201,995
Liabilities in Excess of Other Assets ..............     (.4)        (4,618,255)
                                                      ------     --------------
NET ASSETS .........................................   100.0%     1,216,583,740
                                                      ======     ==============
</TABLE>

- --------------------------------------------------------------------------------
*   Non-income producing security.
+   Securities partially or fully on loan.
(a) At December 31, 1998, the net unrealized appreciation on investments,  based
    on cost for  federal  income  tax  purposes  of  $946,350,888,  amounted  to
    $274,851,107  which consisted of aggregate gross unrealized  appreciation of
    $287,853,658 and gross unrealized depreciation of $13,002,551.

                       See Notes to Financial Statements.

                                                                             F-5
<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,
                                       ----------------------------------------------------------------------------------

                                                    1998             1997           1996          1995          1994
- -------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>          <C>              <C>          <C>
  Net asset value, beginning of year             $    43.75        $  40.91     $     39.41      $  27.31     $  30.88
- -------------------------------------------------------------------------------------------------------------------------
  Net investment loss                                 (0.02)          (0.05)(i)      (0.04)(i)      (0.09)       (0.03)(i) 
  Net realized and unrealized gain
     (loss) on investments                             6.30            4.45           1.70          12.19        (1.45)
- -------------------------------------------------------------------------------------------------------------------------
       Total from investment operations                6.28            4.40           1.66          12.10        (1.48)
  Distributions from net realized gains               (6.06)          (1.56)         (0.16)            --        (2.09)
- -------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year                   $    43.97        $  43.75     $    40.91       $  39.41     $  27.31
=========================================================================================================================
  Total Return                                        15.53%          11.39%          4.18%         44.31%       (4.38%)
=========================================================================================================================
  Ratios and Supplemental Data:
    Net assets, end of year (000's omitted)      $1,216,584        $997,586     $1,469,518       $984,212     $397,037
=========================================================================================================================
    Ratio of expenses to average net assets            0.89%           0.89%          0.88%          0.92%        0.96%
=========================================================================================================================
    Ratio of net investment loss to
      average net assets                              (0.20%)         (0.12%)        (0.09%)        (0.48%)      (0.10%)
=========================================================================================================================
    Portfolio Turnover Rate                          142.90%         104.43%        110.04%         80.66%      117.61%
=========================================================================================================================
</TABLE>
(i)  Amount was computed based on average shares outstanding during the year.









                       See Notes to Financial Statements.


F-6



<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1998

================================================================================
 
 SHARES                                                                VALUE
 ------      COMMON STOCKS--94.7%                                      -----
             BROADCASTING--2.1%
    28,000   Comcast Corp. Cl. A. Special .....................     $ 1,643,264
                                                                    -----------
             BUSINESS SERVICES--3.4%
    34,700   IMS Health Inc. ..................................       2,617,699
                                                                    -----------
             COMMUNICATIONS--4.6%
    33,000   MCI Worldcom Inc.* ...............................       2,367,750
    20,000   Time Warner Inc. .................................       1,241,260
                                                                    -----------
                                                                      3,609,010
                                                                    -----------
             COMMUNICATION EQUIPMENT--2.0%
    17,000   Cisco Systems, Inc.* .............................       1,577,820
                                                                    -----------
             COMPUTER RELATED &
             BUSINESS EQUIPMENT--2.4%
    10,000   International Business Machines Corp. ............       1,847,500
                                                                    -----------
             COMPUTER SOFTWARE--2.8%
    16,000   Microsoft Corporation* ...........................       2,219,008
                                                                    -----------
             CONGLOMERATE--7.5%
    26,000   General Electric Co. .............................       2,653,638
    41,804   Tyco International Ltd. ..........................       3,153,610
                                                                    -----------
                                                                      5,807,248
                                                                    -----------
             DRUG DISTRIBUTION--3.7%
    37,500   Cardinal Health, Inc. ............................       2,845,313
                                                                    -----------
             FINANCIAL SERVICES--15.4%
    21,000   Bank of New York Inc. ............................         845,250
    43,000   Citigroup Inc. ...................................       2,128,500
    21,400   Federal Home Loan Mortgage Corporation ...........       1,378,973
    21,000   Fifth Third Bancorp ..............................       1,497,573
    29,000   First Union Corp. ................................       1,763,577
    31,000   Kansas City Southern Industries Inc. .............       1,524,828
    12,000   Mellon Bank Corp. ................................         825,000
    11,000   Morgan Stanley Dean Witter & Co. .................         781,000
     8,500   State Street Corp. .............. ................         591,286
    20,000   U.S. Bancorp Inc. ................................         710,000
                                                                    -----------
                                                                     12,045,987
                                                                    -----------
             FOOD CHAINS--2.6%
    34,000   Kroger Co.* ......................................       2,057,000
                                                                    -----------
             FOODS & BEVERAGES--1.5%
    38,000   Earthgrains Company ..............................       1,175,644
                                                                    -----------
             INSURANCE--2.9%
    23,025   American International Group, Inc. ...............       2,224,790
                                                                    -----------
             LEISURE & ENTERTAINMENT--1.2%
    19,000   Carnival Corp. ...................................     $   912,000
                                                                    -----------
             MEDICAL DEVICES--2.5%
    10,000   Allegiance Corp. .................................         466,250
    20,000   Medtronic, Inc. ..................................       1,485,000
                                                                    -----------
                                                                      1,951,250
                                                                    -----------
             PHARMACEUTICALS--16.0%
    15,000   Alza Corp.* ......................................         783,750
    17,000   Bristol Myers Squibb Co. .........................       2,274,821
    15,000   Elan Corp PLC-ADR* ...............................       1,043,445
    14,400   Forest Laboratories, Inc.* .......................         765,907
    26,900   Pfizer Inc. ......................................       3,374,282
    34,800   Schering-Plough Corporation ......................       1,922,700
    30,500   Warner-Lambert Co. ...............................       2,293,234
                                                                    -----------
                                                                     12,458,139
                                                                    -----------
             POLLUTION  CONTROL--2.6%
    42,900   Waste Management, Inc. ...........................       2,000,213
                                                                    -----------
             RETAILING--18.5%
    26,000   Bed Bath & Beyond Inc.* ..........................         887,250
    28,800   CVS Corp. ........................................       1,584,000
    12,000   Costco Companies Inc.* ...........................         866,256
    40,000   Family Dollar Stores Inc. ........................         880,000
    15,000   Gap Inc. .........................................         843,750
    50,000   Home Depot, Inc. .................................       3,059,400
    37,000   Rite Aid Corp. ...................................       1,833,831
    39,000   Wal-Mart Stores Inc. .............................       3,176,082
    22,000   Walgreen Co. .....................................       1,288,386
                                                                    -----------
                                                                     14,418,955
                                                                    -----------
             SEMICONDUCTORS--3.0%
    20,000   Intel Corp. ......................................       2,371,260
                                                                    -----------
             TOTAL COMMON STOCKS
                (COST $55,020,005) ............................      73,782,100
                                                                    -----------

PRINCIPAL    SHORT-TERM INVESTMENTS--5.4%
 AMOUNT      SHORT-TERM CORPORATE NOTES--4.5%
- --------
$2,000,000   Bayerische Vereinsbank A.G.,
               5.80%, 1/5/99 ..................................       1,998,711
 1,500,000   Ford Motor Credit Company,
               5.77%, 1/6/99 ..................................       1,498,799
                                                                    -----------
             TOTAL SHORT-TERM CORPORATE NOTES
               (COST $3,497,510) ..............................       3,497,510
                                                                    -----------



                       See Notes to Financial Statements.


                                                                             F-7



<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1998 (CONT'D)

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

             SHORT-TERM INVESTMENTS (CONT'D)                           VALUE
                                                                       -----
             SECURITIES HELD UNDER
               REPURCHASE AGREEMENTS--.9%
             Securities Held  Under  Repurchase
               Agreements, 4.70%, 1/4/99, with
               Bear, Stearns & Co. Inc., dtd
               12/31/98, repurchase price
               $688,452; collateralized by U.S.
               Treasury Bonds (par value $625,000
               due 11/15/27 ............................            $   688,092
                                                                    -----------
             TOTAL SHORT-TERM INVESTMENTS 
               (COST $4,185,602) .......................              4,185,602
                                                                    -----------
TOTAL INVESTMENTS 
  (COST $59,205,607)(A) ........................  100.1%             77,967,702
Liabilities in Excess of Other Assets ..........    (.1)                (42,081)
                                                  -----             -----------
NET ASSETS .....................................  100.0%            $77,925,621
                                                  =====             ===========




- --------------------------------------------------------------------------------
*   Non-income producing security.
a)  At December 31, 1998, the net unrealized appreciation on investments, based
    on cost for  federal  income  tax  purposes  of  $59,205,607,  amounted  to
    $18,762,095  which consisted of aggregate gross unrealized  appreciation of
    $18,844,645 and gross unrealized depreciation of $82,550.






F-8



<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,
                                           --------------------------------------------------------------------------------
                                                          1998           1997        1996          1995          1994
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>            <C>          <C>          <C>            <C>
Net asset value, beginning of year                      $ 10.99        $  8.42      $ 17.79      $ 13.30        $ 15.31
- ---------------------------------------------------------------------------------------------------------------------------
   Net investment income                                   0.03           0.03         0.09(i)      0.11(i)        0.17
   Net realized and unrealized gain
     (loss) on investments                                 3.30           2.94         1.87         4.54          (1.47)
- ---------------------------------------------------------------------------------------------------------------------------
       Total from investment operations                    3.33           2.97         1.96         4.65          (1.30)
- ---------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                   (0.04)         (0.04)       (0.33)       (0.16)         (0.15)
   Distributions from net realized gains                  (1.16)         (0.36)      (11.00)          --          (0.56)
- ---------------------------------------------------------------------------------------------------------------------------
       Total Distributions                                (1.20)         (0.40)      (11.33)       (0.16)         (0.71)
- ---------------------------------------------------------------------------------------------------------------------------
   Net asset value, end of year                         $ 13.12        $ 10.99      $  8.42      $ 17.79        $ 13.30
===========================================================================================================================
       Total Return                                       32.39%         36.29%       19.68%       35.13%         (8.28%)
===========================================================================================================================
   Ratios and Supplemental Data:
     Net assets, end of year (000's omitted)            $77,926        $47,399      $20,910      $ 8,639        $29,135
===========================================================================================================================
     Ratio of expenses to average net assets               0.70%          0.74%        0.81%        0.75%          0.75%
===========================================================================================================================
     Ratio of net investment income to average
       net assets                                          0.31%          0.56%        0.94%        0.61%          1.22%
===========================================================================================================================
     Portfolio Turnover Rate                             131.67%        150.09%      121.60%      164.05%        177.97%
===========================================================================================================================
</TABLE>
 
(i) Amount was computed based on average shares outstanding during the year.






                       See Notes to Financial Statements.


                                                                             F-9

<PAGE>


THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1998

================================================================================
 <TABLE>
 <CAPTION>
 SHARES                                                                VALUE
 ------      COMMON STOCKS--58.0%                                      -----
 <S>         <C>                                                    <C>
              AIRLINES--.2%
 1,000       US Airways Group Inc.* .............................     $  52,000
                                                                      ---------
             BIO-TECHNOLOGY--.4%
 1,200       Biogen Inc.* .......................................        99,600
                                                                      ---------
             BROADCASTING--.8%
 4,100       Comcast Corp  Special ..............................       240,621
                                                                      ---------
             BUSINESS SERVICES--.8%
 3,00        IMS Health Inc. ....................................       226,314
                                                                      ---------
             COMMUNICATIONS--4.0%
 3,200       America Online Inc. ................................       512,000
 1,400       COX Communications Inc. Cl. A.*                             96,775
 7,200       MCI Worldcom Inc.* .................................       516,600
                                                                      ---------
                                                                      1,125,375
                                                                      ---------
             COMMUNICATION EQUIPMENT--3.2%
 4,400       Ascend Communications, Inc.* .......................       289,300
 2,800       Cisco Systems, Inc.* ...............................       259,876
 2,200       Corning Inc. .......................................        99,000
 9,500       Ericsson(LM)Telephone Co. ADR B. ...................       227,411
                                                                    -----------
                                                                        875,587
                                                                    -----------
             COMPUTER RELATED &
             BUSINESS EQUIPMENT--5.2%
 4,400       Compaq Computer Corp. ..............................       184,527
 5,300       Dell Computer Corp.* ...............................       387,896
 4,500       EMC Corp.* .........................................       382,500
 2,900       International Business Machines Corp. ..............       535,775
                                                                    -----------
                                                                      1,490,698
                                                                    -----------
             COMPUTER SOFTWARE--2.5%
 2,400       Compuware Corp.* ...................................       187,500
 3,800       Microsoft Corporation* .............................       527,014
                                                                    -----------
                                                                        714,514
                                                                    -----------
             CONGLOMERATE--2.1%
 7,950       Tyco International Ltd. ............................       599,732
                                                                    -----------
             DRUG DISTRIBUTION--1.7%
 3,900       Cardinal Health, Inc. ..............................       295,913
 2,400       McKesson Corp. .....................................       189,751
                                                                    -----------
                                                                        485,664
                                                                    -----------
             FINANCIAL SERVICES--9.6%
 4,900       BankAmerica Corp. ..................................       294,613
 2,300       Bank of New York Inc. ..............................        92,575
 9,300       Citigroup Inc. .....................................       460,350
 5,300       Federal Home Loan Mortgage Corporation .............       341,521
 3,000       First Union Corp. ..................................       182,439
 9,400       Household International Inc. .......................       372,475
 6,000       Kansas City Southern Industries Inc. ...............       295,128
 5,300       Morgan Stanley Dean Witter & Co. ...................       376,300
 3,300       Paine Webber Group Inc. ............................       127,463
 1,200       State Street Corp. .................................        83,476
 1,100       SunAmerica Inc. ....................................        89,238
                                                                    -----------
                                                                      2,715,578
                                                                    -----------
             FOOD CHAINS--3.3%
 1,500       Fred Meyer, Inc.* ..................................        90,375
 7,700       Kroger Co.* ........................................       465,850
 6,200       Safeway Inc.* ......................................       377,816
                                                                    -----------
                                                                        934,041
                                                                    -----------
             INSURANCE--1.0%
 2,850       American International Group, Inc. .................       275,381
                                                                    -----------
             LEISURE & ENTERTAINMENT--.8%
 4,500       Carnival Corp. .....................................       216,000
                                                                    -----------
             MEDICAL DEVICES--1.3%
 4,800       Medtronic, Inc. ....................................       356,400
                                                                    -----------
             PHARMACEUTICALS--9.5%
 1,300       Bristol Myers Squibb Co. ...........................       173,957
 1,000       Elan Corp PLC-ADR* .................................        69,563
 1,600       Forest Laboratories, Inc.* .........................        85,101
 3,500       Eli Lilly & Company ................................       311,063
 2,900       Merck & Co., Inc. ..................................       428,295
 4,100       Pfizer Inc. ........................................       514,296
 4,400       Schering-Plough Corporation ........................       243,100
 5,000       SmithKline Beecham PLC-ADS .........................       347,500
 6,600       Warner-Lambert Co. .................................       496,241
                                                                    -----------
                                                                      2,669,116
                                                                    -----------
             POLLUTION CONTROL--2.0%
12,400       Waste Management, Inc. .............................       578,150
                                                                    -----------
             RETAILING--7.1%
 4,700       CVS Corp. ..........................................       258,500
 2,700       Costco Companies Inc.* .............................       194,908
10,800       Home Depot, Inc. ...................................       660,830
 2,500       Office Depot Inc.* .................................        92,345
 6,700       Staples Inc.* ......................................       292,710
 6,300       Wal-Mart Stores Inc. ...............................       513,059
                                                                    -----------
                                                                      2,012,352
                                                                    -----------
             SEMICONDUCTORS--2.5%
4,400        Intel Corp. ........................................       521,677
2,000        Texas Instruments, Incorporated ....................       171,126
                                                                    -----------
                                                                        692,803
                                                                    -----------
              TOTAL COMMON STOCKS
                (COST $11,287,179) ..............................    16,359,926
                                                                    -----------
</TABLE>


F-10

<PAGE>


THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1998 (CONT'D)

================================================================================
  <TABLE>
  <CAPTION>
  SHARES                                                              VALUE
  ------     COMMON STOCKS--12.1%                                     -----
  <S>        <C>                                                     <C>
             AUTOMOTIVE--1.7% 
  $200,000   Ford Capital B.V.,
               9.50%, 6/1/10 .....................................   $  260,982
   200,000   General Motors Acceptance Corp.,
               7.125%, 6/1/99 ...................................       201,706
                                                                     ----------
                                                                        462,688
                                                                     ----------
             BANKS--.7%
   200,000   NationsBank Corp. MTN,
               7.23%, 5/2/99 ....................................       201,124
                                                                     ----------
             ELECTRIC & GAS COMPANIES--1.8%
   100,000   Cincinnati Gas & Electric Co. A.,
               7.20%, 10/1/23 ...................................       108,890
   400,000   Potomac Electric Power Co.,
               7.00%, 1/15/24 ...................................       406,000
                                                                     ----------
                                                                        514,890
                                                                     ----------
             FINANCIAL SERVICES--6.1%
             BankAmerica Corp.,
   200,000     6.625%, 10/15/07 .................................       210,606
   100,000     7.125%, 5/12/05+ .................................       106,932
   400,000   Bankers Trust Corp.,
               7.00%, 3/13/18 ...................................       404,000
   260,000   Chase Manhattan Bank,
               8.50%, 2/15/02 ...................................       281,970
   200,000   Citicorp,
               7.125%, 6/1/03 ...................................       211,328
   100,000   Citigroup Inc.,
               7.75%, 6/15/99 ...................................       101,097
   200,000   Merrill Lynch & Co.,
               6.75%, 4/30/01 ...................................       204,778
   200,000   Transamerica Finance Corp.,
               7.85%, 10/21/99 ..................................       202,982
                                                                     ----------
                                                                      1,723,693
                                                                     ----------
             LEISURE & ENTERTAINMENT--1.1%
  300,000      Walt Disney Corp.,
                6.375%, 3/30/01 .................................       306,519
                                                                    -----------
             POLLUTION CONTROL--.7%
  200,000      Waste Management Inc.,
                 8.25%, 11/15/99 ................................       204,302
                                                                    -----------
             TOTAL CORPORATE BONDS
               (COST $3,419,380) ................................   $ 3,413,216
                                                                    -----------
</TABLE>

<TABLE>
<CAPTION>
  PRINCIPAL    U.S. GOVERNMENT & AGENCY
   AMOUNT        OBLIGATIONS--8.0%                                      VALUE
   ------                                                               -----
<S>            <C>                                                  <C>
   200,000       U.S. Treasury Notes,
                 7.50%, 10/31/99 .... ...........................   $   204,438
               Federal Home Loan Bank,
   250,000        6.00%, 1/27/03 ..... ..........................       250,050
   255,000        6.55%, 9/9/13 ...... ..........................       253,286
               Federal National Mortgage Association,
   200,000        8.50%, 2/1/05 .................................       207,250
   400,000        6.75%, 2/4/28 .................................       400,876
   633,000        7.00%, 3/4/13 .................................       632,899
   300,000        6.42%, 7/14/08 ................................       300,375
                                                                    -----------
               TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
                 (COST $2,253,705) ..............................     2,249,174
                                                                    -----------
               SHORT-TERM INVESTMENTS--20.6%
               Short-Term Corporate Notes--17.7%
$1,000,000     Bayerische Vereinsbank A.G.,
                  5.80%, 1/5/99 .................................       999,354
 1,000,000     Ford Motor Credit Company,
                  5.77%, 1/6/99 .................................       999,199
 1,000,000     Duke Energy Corporation,
                  5.35%, 1/7/99 .................................       999,108
 1,000,000     EagleFunding Capital Corp.,
                  5.70%, 1/19/99 ................................       997,150
 1,000,000     Hertz Corporation, 
                   5.70%, 1/7/99 ................................       999,050
                                                                    -----------
                TOTAL SHORT-TERM CORPORATE NOTES
                  (COST $4,993,861) .............................     4,993,861
                                                                    -----------
               SECURITIES HELD UNDER
                 REPURCHASE AGREEMENTS--2.9%
               Securities Held Under Repurchase
                 Agreements, 4.70%, 1/4/99, with
                 Bear,  Stearns & Co. Inc., dtd
                 12/31/98, repurchase price
                 $823,899; collateralized by U.S.
                 Treasury Strips (par value
                 $3,240,000 due 8/15/23) ........................       823,469
                                                                    -----------
              TOTAL SHORT-TERM INVESTMENTS
                (COST  $5,817,330) ..............................     5,817,330
                                                                    -----------
TOTAL INVESTMENTS
  (COST $22,777,594)(A) .........................         98.7%      27,839,646
Other Assets in Excess of Liabilities ...........          1.3          368,674
                                                         -----      -----------
NET ASSETS ......................................        100.0%     $28,208,320
                                                         =====      ===========
</TABLE>


- --------------------------------------------------------------------------------
  * Non-income producing security.
    Securities partially or fully on loan.
(a) At December 31, 1998, the net unrealized appreciation on investments,  based
    on cost  for  federal  income  tax  purposes  of  $22,777,594,  amounted  to
    $5,062,052  which  consisted of aggregate gross  unrealized  appreciation of
    $5,163,753 and gross unrealized depreciation of $101,701.



                       See Notes to Financial Statements.


                                                                            F-11

<PAGE>


THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR
================================================================================

<TABLE>
<CAPTION>
                                                                                    Year Ended December 31,
                                                             --------------------------------------------------------------
                                                                1998        1997        1996       1995          1994
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>        <C>           <C>
   Net asset value, beginning of year                         $ 10.76     $ 9.24      $ 13.64    $  10.80      $   11.58
- ---------------------------------------------------------------------------------------------------------------------------
   Net investment income                                         0.19       0.17         0.21(i)     0.33(i)        0.20
   Net realized and unrealized gain
     (loss) on investments                                       3.02       1.63         1.01        2.73          (0.70)
- ---------------------------------------------------------------------------------------------------------------------------
       Total from investment operations                          3.21       1.80         1.22        3.06          (0.50)
- ---------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                         (0.18)     (0.12)       (0.73)      (0.22)         (0.13)
   Distributions from net realized gains                        (0.81)     (0.16)       (4.89)         --          (0.15)
- ---------------------------------------------------------------------------------------------------------------------------
       Total Distributions                                      (0.99)     (0.28)       (5.62)      (0.22)         (0.28)
- ---------------------------------------------------------------------------------------------------------------------------
   Net asset value, end of year                               $ 12.98    $ 10.76      $  9.24    $  13.64      $   10.80
===========================================================================================================================
   Total Return                                                 31.51%     19.82%       10.17%      28.62%         (4.27%)
===========================================================================================================================
   Ratios and Supplemental Data:

     Net assets, end of year (000's omitted)                  $28,208    $16,614      $10,486    $  3,671      $  10,394
===========================================================================================================================
     Ratio of expenses to average net assets                     0.92%      1.01%        1.14%       1.00%          1.08%
===========================================================================================================================
     Ratio of net investment income to
       average net assets                                        2.09%      2.14%        2.06%       2.49%          2.30%
===========================================================================================================================
     Portfolio Turnover Rate                                    94.64%    105.01%       68.66%     113.02%         78.80%
===========================================================================================================================
</TABLE>
 (i) Amount was computed based on average shares outstanding during the year.





                       See Notes to Financial Statements.



F-12

<PAGE>




THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1998


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

   SHARES                                                              VALUE
   ------     COMMON STOCKS--84.8%                                     -----
              ADVERTISING--.5%
    102,000   Young & Rubicam Inc.* ........... ...............     $ 3,302,250
                                                                    -----------
             AIRLINES--2.1%
    165,300   Continental Airlines Inc. Cl. B.*                       5,537,550
    168,000   US Airways Group Inc.* .........................        8,736,000
                                                                    -----------
                                                                     14,273,550
                                                                    -----------
              APPLIANCES &  TOOLS--.5%
     65,300   Black & Decker Corp. ...........................        3,660,914
                                                                    -----------
              BIO-TECHNOLOGY--4.1%
    127,600   Biogen Inc.* ...................................       10,590,800
    397,600   Centocor, Inc.*+ ...............................       17,941,700
                                                                    -----------
                                                                     28,532,500
                                                                    -----------
              BROADCASTING--2.6%
    187,900   Comcast Corp. Cl. A. Special ...................       11,027,475
    109,400   Jacor Communications Inc.* .....................        7,042,625
                                                                    -----------
                                                                     18,070,100
                                                                    -----------
              BUILDING & CONSTRUCTION--1.4%
    347,700   Champion Enterprises Inc.* .....................        9,518,288
                                                                    -----------
              BUSINESS SERVICES--2.4%
    147,400   IMS Health Inc. ................................       11,119,561
    166,600   Siebel Systems Inc.* ...........................        5,654,071
                                                                    -----------
                                                                     16,773,632
                                                                    -----------
              COMMUNICATIONS--5.1%
    133,400   America Online Inc. ............................       21,344,000
     94,700   At Home Corp. Series A.* .......................        7,031,475
     93,000   COX Communications Inc. Cl. A.* ................        6,428,625
                                                                    -----------
                                                                     34,804,100
                                                                    -----------
              COMMUNICATION EQUIPMENT--2.8%
     95,900   Ascend Communications, Inc.* ...................        6,305,425
    151,800   Corning Inc. ...................................        6,831,000
    205,400   Newbridge Networks Corp.* ......................        6,239,025
                                                                    -----------
                                                                     19,375,450
                                                                    -----------
              COMPUTER RELATED
                & BUSINESS EQUIPMENT--4.1%
    523,000   Quantum Corp.* .................................       11,113,750
    277,600   Sanmina Corporation* ...........................       17,350,000
                                                                    -----------
                                                                     28,463,750
                                                                    -----------
              COMPUTER SERVICES--2.9%
    282,500   Ceridian Corp.* ................................       19,722,173
                                                                    -----------
              COMPUTER SOFTWARE--4.8%
     97,000   Citrix Systems, Inc.* ..........................        9,415,110
     86,700   Compuware Corp.* ...............................        6,773,438
    233,900   Intuit Inc.* ...................................       16,957,750
                                                                    -----------
                                                                     33,146,298
                                                                    -----------
              CONSUMER PRODUCTS--1.5%
    113,500   Dial Corp. .....................................        3,277,312
    250,000   Furniture Brands International Inc.* ...........        6,812,500
                                                                    -----------
                                                                     10,089,812
                                                                    -----------
              DRUG DISTRIBUTION--5.9%
     75,900   Cardinal Health, Inc. ..........................      $ 5,758,913
    274,500   McKesson Corp. .................................       21,702,794
    384,200   Omnicare, Inc. .................................       13,350,950
                                                                    -----------
                                                                     40,812,657
                                                                    -----------
              FINANCIAL SERVICES--10.0%
    401,100   Dime Bancorp Inc. ..............................       10,604,282
     95,200   Finova Group Inc. ..............................        5,134,898
     91,076   Firstar Corp. ..................................        8,492,837
    444,200   Kansas City Southern Industries Inc. ...........       21,849,310
    154,850   Paine Webber Group Inc. ........................        5,981,081
    423,000   Sovereign Bancorp Inc. .........................        6,027,750
    159,800   State Street Corp. .............................       11,116,167
                                                                   ------------
                                                                     69,206,325
                                                                   ------------
             FOOD CHAINS--1.3%
   151,800   Fred Meyer, Inc.* ...............................        9,145,950
                                                                   ------------
             FOODS & BEVERAGES--4.1%
   223,300   Aurora Foods Inc.*+ .............................        4,424,243
   188,200   Starbucks Corp.* ................................       10,562,725
   201,000   Suiza Foods Corp.*+ .............................       10,238,538
    62,000   U.S. Foodservice* ...............................        3,038,000
                                                                   ------------
                                                                     28,263,506
                                                                   ------------
             INSURANCE--.4%
   118,000   Fremont General Corp. ...........................        2,920,500
                                                                   ------------
             LEISURE &  ENTERTAINMENT--2.0%
   555,900   International Game Technology ...................       13,515,597
                                                                   ------------
             MANUFACTURING--2.0%
   526,600   Leggett & Platt Inc. ............................       11,585,200
   123,000   Wabash National Corp. ...........................        2,498,498
                                                                   ------------
                                                                     14,083,698
                                                                   ------------
             MEDICAL  DEVICES--1.9%
   285,000   Allegiance Corp. ................................       13,288,125
                                                                   ------------
             MEDICAL  SERVICES--1.4%
   458,700   Health Management Associates Inc. Cl. A.* .......        9,919,388
                                                                   ------------
              PAPER  PACKAGING & FOREST PRODUCTS--.5%
    69,600   Sealed Air Corp.* ...............................        3,553,985
                                                                   ------------
             PHARMACEUTICALS--4.4%
   238,600   Alza Corp.* .....................................       12,466,850
   112,600   Elan Corp PLC-ADR*+ .............................        7,832,793
   189,200   Forest Laboratories, Inc.* ......................       10,063,170
                                                                   ------------
                                                                     30,362,813
                                                                   ------------
             POLLUTION  CONTROL--1.7%
   231,500   Waste Management, Inc.                                  10,793,688
                                                                   ------------
             RESTAURANTS & LODGING--2.6%
   369,700   Outback Steakhouse, Inc.*                               14,741,788
    75,000   Papa John's International Inc.*                          3,309,375
                                                                   ------------
                                                                     18,051,163
                                                                   ------------




                                                                            F-13


<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1998 (CONT'D)


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

  SHARES      COMMON STOCKS (CONT'D)                                  VALUE
  ------                                                             -------
              RETAILING--7.8%
  403,800     Bed Bath & Beyond Inc.* .........................    $ 13,779,675
   57,200     Best Buy Company Inc.* ..........................       3,510,650
  169,000     CVS Corp. .......................................       9,295,000
  469,400     Office Depot Inc.* ..............................      17,338,697
  240,700     Williams Sonoma Inc.* ...........................       9,703,338
                                                                   ------------
                                                                     53,627,360
                                                                   ------------
              SEMICONDUCTORS--3.1%
   61,000    Linear Technology Corporation ....................       5,463,343
  438,300    Microchip Technology Incorporated*+ ..............      16,217,100
                                                                   ------------
                                                                     21,680,443
                                                                   ------------
             TRANSPORTATION--.9%
  170,300    Coach USA Inc* ...................................       5,907,366
                                                                   ------------
             TOTAL COMMON STOCKS
               (COST $479,473,074) ............................     584,865,381
                                                                   ------------
 RINCIPAL
  AMOUNT     SHORT-TERM INVESTMENTS--8.7%                              VALUE
 -------                                                               -----
             SHORT-TERM CORPORATE NOTES--7.0%
$18,000,000  Bayerische Vereinsbank A.G.,
               5.80%, 1/5/99 ..................................     $17,988,400
 15,000,000  CSC Enterprises,
               5.65%, 1/14/99 .................................      14,969,396
 15,000,000  Ford Motor Credit Company,
               5.69%, 1/8/99 ..................................      14,983,404
                                                                   ------------
             TOTAL SHORT-TERM CORPORATE NOTES
               (COST $47,941,200) .............................      47,941,200
                                                                   ------------
             SECURITIES HELD UNDER
              REPURCHASE AGREEMENTS--1.7%
             Securities Held Under Repurchase
               Agreements, 4.70%, 1/4/99, with
               Bear, Stearns & Co. Inc., dtd
               12/31/98, repurchase price
               $11,608,043; collateralized by
               U.S.Treasury Strips (total par
               value $41,712,000 due
                8/15/21-8/15/23) ..............................      11,601,984
                                                                   ------------
             TOTAL SHORT-TERM INVESTMENTS
               (COST $59,543,184) .............................      59,543,184
                                                                   ------------
TOTAL INVESTMENTS
  (COST $539,016,258)(A) ..............................   93.5%     644,408,565
Other Assets in Excess of Other Liabilities ...........    6.5       45,162,892
                                                         -----     ------------
NET ASSETS                                               100.0%     689,571,457
                                                         =====      ===========


- --------------------------------------------------------------------------------
  * Non-income producing security.
  + Securities partially or fully on loan.
(a) At December 31, 1998, the net unrealized appreciation on investments,  based
    on cost for  federal  income  tax  purposes  of  $539,016,258,  amounted  to
    $105,392,307  which consisted of aggregate gross unrealized  appreciation of
    $111,771,452 and aggregate gross unrealized depreciation of $6,379,145.

                       See Notes to Financial Statements.

F-14

<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS


FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR
================================================================================


<TABLE>
<CAPTION>         
                                                                             Year Ended December 31,
                                                  ------------------------------------------------------------------------------
                                                      1998           1997         1996             1995               1994
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>            <C>           <C>             <C>                <C>
  Net asset value, beginning of year                $  24.18       $  21.35      $  19.44        $  13.46           $ 13.72
- --------------------------------------------------------------------------------------------------------------------------------
  Net investment income (loss)                          0.00(i)       (0.04)         0.03           (0.03)             0.00(i)
  Net realized and unrealized gain
    (loss) on investments                               6.95           3.20          2.29             6.01            (0.21)
- ---------------------------------------------------------------------------------------------------------------------------------
        Total from investment operations                6.95           3.16          2.32             5.98            (0.21)
- ---------------------------------------------------------------------------------------------------------------------------------
  Dividends from net investment income                    --          (0.01)          --                --               --
  Distributions from net realized gains                (2.26)         (0.32)        (0.41)              --            (0.05)
- ----------------------------------------------------------------------------------------------------------------------------------
       Total Distributions                             (2.26)         (0.33)        (0.41)              --            (0.05)
- ----------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year                      $  28.87       $  24.18      $  21.35        $   19.44          $ 13.46
==================================================================================================================================
  Total Return                                         30.30%         15.01%        11.90%           44.45%           (1.54%)
==================================================================================================================================
  Ratios and Supplemental Data:
    Net assets, end of year (000's omitted)         $689,571       $444,967      $394,847         $185,349          $62,178
==================================================================================================================================
    Ratio of expenses to average net assets             0.84%          0.84          0.84%            0.90%            0.97%
==================================================================================================================================
    Ratio of net investment income (loss) to
      average net assets                                0.00%         (0.15%)        0.08%          (0.25%)           0.03%
==================================================================================================================================
    Portfolio Turnover Rate                           152.21%        151.98%        90.97%          104.74%          83.96%
==================================================================================================================================
</TABLE>

(i) Amount was computed based on average shares outstanding during the year.






                       See Notes to Financial Statements.


                                                                            F-15


<PAGE>


THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1998


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

    SHARES    COMMON STOCKS--96.5%                                       VALUE
    ------                                                               -----
              BROADCASTING--4.1%
     32,000   Cablevision Systems Corp. Cl. A*. .................   $ 1,606,016
     30,000   Comcast Corp. Cl. A. Special ......................     1,760,640
     28,000   Infinity Broadcasting Corp. Cl. A.* ...............       766,500
                                                                    -----------
                                                                      4,133,156
                                                                    -----------
             BUSINESS SERVICES--2.5%
    33,700   IMS Health Inc. ....................................     2,542,261
                                                                    -----------
             COMMUNICATION EQUIPMENT--6.9%
    29,200   Ascend Communications, Inc.* .......................     1,919,900
    49,000   Cisco Systems, Inc.* ...............................     4,547,837
    23,000   Ericsson(LM)Telephone Co. ADR B. ...................       550,574
                                                                    -----------
                                                                      7,018,311
                                                                    -----------
             COMMUNICATIONS--9.7%
    29,500   America Online Inc. ................................     4,720,000
    14,000   COX Communications Inc. Cl. A.* ....................       967,750
    58,700   MCI Worldcom Inc.* .................................     4,211,725
                                                                    -----------
                                                                      9,899,475
                                                                    -----------
             COMPUTER RELATED &
             BUSINESS EQUIPMENT--4.4%
    36,500   Dell Computer Corp.* ...............................     2,671,361
    21,400   EMC Corp.* .........................................     1,819,000
                                                                    -----------
                                                                      4,490,361
                                                                    -----------
             COMPUTER SERVICES--4.0%
     2,500   eBay Inc.* .........................................       603,125
    4,000    Inktomi Corp.* .....................................       517,500
    10,000   Ticketmaster Online CitySearch Inc. Cl. B.* ........       560,000
    10,000   Yahoo Inc.* ........................................     2,369,375
                                                                    -----------
                                                                      4,050,000
                                                                    -----------
             COMPUTER SOFTWARE--7.4%
    10,000   Citrix Systems, Inc.* ..............................       970,630
    20,900   Compuware Corp.* ...................................     1,632,813
    35,600   Microsoft Corporation* .............................     4,937,293
                                                                    -----------
                                                                      7,540,736
                                                                    -----------
             CONGLOMERATE--2.8%
    37,730   Tyco International Ltd. ............................     2,846,276
                                                                    -----------
             DRUG DISTRIBUTION--2.8%
    37,500   Cardinal Health, Inc. ..............................     2,845,313
                                                                    -----------
             FINANCIAL SERVICES--10.9%
    23,100   Bank of New York Inc. ..............................       929,775
    52,000   Citigroup Inc. .....................................     2,574,000
    24,100   Federal Home Loan Mortgage Corporation .............     1,552,956
    25,000   First Union Corp. ..................................     1,520,325
    40,000   Kansas City Southern Industries Inc. ...............     1,967,520
    25,000   Morgan Stanley Dean Witter & Co. ...................     1,775,000
    20,000   U.S. Bancorp Inc. ..................................       710,000
                                                                    -----------
                                                                     11,029,576
                                                                    -----------
             FOOD CHAINS--2.4%
    39,900   Kroger Co.* ........................................     2,413,950
                                                                    -----------
             INSURANCE--2.3%  
    24,350   American International Group, Inc. .................     2,352,819
                                                                    -----------
             MEDICAL DEVICES--2.0%
    20,000   Allegiance Corp. ...................................       932,500
    15,000   Medtronic, Inc. ....................................     1,113,750
                                                                    -----------
                                                                      2,046,250
                                                                    -----------
             PHARMACEUTICALS--10.0%
    25,000   Alza Corp.* ........................................     1,306,250
    20,100   Elan Corp PLC-ADR* .................................     1,398,216
    24,300   Pfizer Inc. ........................................     3,048,143
    32,400   Schering-Plough Corporation ........................     1,790,100
    35,100   Warner-Lambert Co. .................................     2,639,099
                                                                    -----------
                                                                     10,181,808
                                                                    -----------
             POLLUTION  CONTROL--2.2%
    48,240   Waste Management, Inc. .............................     2,249,190
                                                                    -----------
             RETAILING--18.1%
    15,500   Amazon.com Inc.* ...................................     4,979,375
    50,000   Bed Bath & Beyond Inc.* ............................     1,706,250
    10,000   Costco Companies Inc.* .............................       721,880
    18,000   CVS Corp. ..........................................       990,000
    50,000   Ethan Allen Interiors Inc. .........................     2,050,000
    56,400   Home Depot, Inc. ...................................     3,451,003
    10,000   Linens'n Things Inc.* ..............................       396,250
    27,000   Rite Aid Corp. .....................................     1,338,200
    34,200   Wal-Mart Stores Inc. ...............................     2,785,180
                                                                    -----------
                                                                     18,418,138
                                                                    -----------
             SEMICONDUCTORS--4.0%
    20,000   Intel Corp. ........................................     2,371,260
    20,000   Texas Instruments, Incorporated ....................     1,711,260
                                                                    -----------
                                                                      4,082,520
                                                                    -----------
             TOTAL COMMON STOCKS
               (COST $68,173,626) ...............................    98,140,140
                                                                    -----------




F-16

<PAGE>


THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1998 (CONT'D)


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

 PRINCIPAL
  AMOUNT                                                             VALUE
  -------     SHORT-TERM INVESTMENTS--2.7%                           ------
              SHORT-TERM CORPORATE NOTES--1.9%
 $2,000,000   Bayerische Vereinsbank A.G.,
                 5.80%, 1/5/99 (COST $1,998,711) ...............  $  1,998,711
                                                                  ------------

              SECURITIES HELD UNDER
                REPURCHASE AGREEMENTS--.8%
              Securities Held  Under Repurchase
                Agreements, 4.70%, 1/4/99, with
                Bear, Stearns & Co. Inc., dtd
                12/31/98, repurchase price
                $793,707; collateralized by U.S.
                Treasury Strips (par value
                $875,000 due 8/15/00)                                  793,293
                                                                  ------------
              TOTAL SHORT-TERM INVESTMENTS
                (COST $2,792,004)                                    2,792,004
                                                                  ------------
 TOTAL INVESTMENTS
  (COST $70,965,630)(A)                                 99.2%      100,932,144
Other Assets in Excess of Liabilities                     .8           777,381
                                                       -----      ------------
NET ASSETS                                             100.0%     $101,709,525
                                                       =====      ============













- --------------------------------------------------------------------------------
  * Non-income producing security.
(a) At December 31, 1998, the net unrealized appreciation on investments, based
    on cost for  federal  income  tax  purposes  of  $70,965,630,  amounted  to
    $29,966,514  which consisted of aggregate gross unrealized  appreciation of
    $30,277,996 and aggregate gross unrealized depreciation of $311,482.

                       See Notes to Financial Statements.



                                                                            F-17

<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 December 31,                     (commencement of
                                                    -----------------------------------------------           operations)
                                                        1998             1997               1996         to December 31, 1995(i)
<S>                                                 <C>                 <C>               <C>                    <C> 
- -----------------------------------------------------------------------------------------------------------------------------------
   Net asset value, beginning of period             $    23.17          $    19.36        $   17.43               $  10.00
- -----------------------------------------------------------------------------------------------------------------------------------
   Net investment loss                                   (0.05)              (0.03)           (0.03)(ii)             (0.03)
   Net realized and unrealized gain on investments       12.99                3.84             2.14                   7.46
- -----------------------------------------------------------------------------------------------------------------------------------
       Total from investment operations                  12.94                3.81             2.11                   7.43
   Distribution from net realized gains                  (1.21)                 --            (0.18)                    --
- -----------------------------------------------------------------------------------------------------------------------------------
   Net asset value, end of period                  $     34.90          $    23.17        $   19.36               $  17.43
===================================================================================================================================
   Total Return                                          57.83%              19.68%           12.04%                 74.30%
===================================================================================================================================
   Ratios and Supplemental Data:
     Net assets, end of period (000's omitted)     $   101,710          $   53,488        $  34,925               $  5,497
===================================================================================================================================
     Ratio of expenses excluding interest to 
         average net assets                               0.93%               0.96%            1.06%                  1.50
===================================================================================================================================
     Ratio of expenses including interest to 
        average net assets                                0.96%               1.00%            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                                       (0.27%)             (0.17%)          (0.15%)                (0.71%)
===================================================================================================================================
     Portfolio Turnover Rate                            143.59%             164.27%          102.10%                178.23%
===================================================================================================================================
Amount of debt outstanding at end of period                 --                  --               --                     --
===================================================================================================================================
Average amount of debt outstanding during    
      the period                                    $  246,101          $  201,644       $   76,079               $  8,122
===================================================================================================================================
Average daily number of shares outstanding 
     during the period                               2,480,478           2,135,458        1,107,187                 75,460
===================================================================================================================================
Average amount of debt per share during the  
     period                                         $     0.10          $     0.09      $      0.07               $   0.11
====================================================================================================================================

</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
STATEMENTS OF ASSETS AND LIABILITIES


DECEMBER 31, 1998
================================================================================
<TABLE>
<CAPTION>
                                                             AMERICAN          AMERICAN
                                                               SMALL             INCOME   
                                            AMERICAN         CAPITALIZA-           AND    
                                             GROWTH            TION              GROWTH   
                                            PORTFOLIO         PORTFOLIO         PORTFOLIO 
- -------------------------------------------------------------------------------------------
<S>                                        <C>              <C>             <C>           
ASSETS:
  Investments in securities, at value
    (identified cost*)--see accompany-
    ing schedules of investments           $1,880,999,442    $1,221,201,995  $77,967,702 
  Receivable for investment securities
    sold                                       67,223,370         7,281,631           -- 
  Receivable for shares of beneficial
    interest sold                               2,140,294         4,607,505       62,245
  Interest and dividends receivable               545,459           355,394       29,533
  Other assets                                     36,231            40,075        1,444
- ----------------------------------------------------------------------------------------
      Total Assets                          1,950,944,796     1,233,486,600   78,060,924
- -----------------------------------------------------------------------------------------
LIABILITIES:
  Payable for investment securities
     purchased                                 29,424,198                --           -- 
  Payable for shares of beneficial
     interest redeemed                         14,531,520        16,035,380       79,100 
  Accrued investment management fees            1,135,764           798,623       38,673 
  Accrued expenses                                134,361            68,857       17,530 
- -----------------------------------------------------------------------------------------
      Total Liabilities                        45,225,843        16,902,860      135,303 
- -----------------------------------------------------------------------------------------
NET ASSETS                                 $1,905,718,953    $1,216,583,740  $77,925,621 
=========================================================================================
NET ASSETS CONSIST OF:
     Paid-in capital                       $1,161,760,391    $  828,708,591  $53,542,097 
     Undistributed net investment
       income (accumulated loss)                3,387,974        (9,405,907)     192,762 
     Undistributed net realized gain          223,786,903       122,429,949    5,428,667 
  Net unrealized appreciation                 516,783,685       274,851,107   18,762,095 
- -----------------------------------------------------------------------------------------
NET ASSETS                                 $1,905,718,953    $1,216,583,740  $77,925,621 
=========================================================================================
Shares of beneficial interest
    outstanding--Note 6                        35,808,945        27,669,504    5,937,397 
=========================================================================================
NET ASSET VALUE PER SHARE                 $         53.22   $         43.97  $     13.12 
=========================================================================================
*Identified cost                          $1,364,215,757    $   946,350,888  $59,205,607  
 ========================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                            AMERICAN      AMERICAN
                                             AMERICAN       MIDCAP        LEVERAGED
                                              BALANCED       GROWTH         ALLCAP
                                             PORTFOLIO      PORTFOLIO    PORTFOLIO
- ------------------------------------------------------------------------------------
<S>                                        <C>             <C>          <C> 
ASSETS:
  Investments in securities, at value
    (identified cost*)--see accompany-
    ing schedules of investments            $27,839,646    $644,408,565   $100,932,144
  Receivable for investment securities
    sold                                        585,165      52,345,195        919,769
  Receivable for shares of beneficial
    interest sold                                52,575       4,853,289        168,553
  Interest and dividends receivable             122,171         268,911         13,148
  Other assets                                      445          13,915          1,584
- --------------------------------------------------------------------------------------
      Total Assets                           28,600,002     701,889,875    102,035,198
- --------------------------------------------------------------------------------------
LIABILITIES:
  Payable for investment securities
     purchased                                  363,447      11,593,130            --
  Payable for shares of beneficial
     interest redeemed                              478          262,138       239,244
  Accrued investment management fees             16,845          420,617        65,807
  Accrued expenses                               10,912           42,533        20,622
- ---------------------------------------------------------------------------------------
      Total Liabilities                         391,682       12,318,418       325,673
- ---------------------------------------------------------------------------------------
NET ASSETS                                  $28,208,320     $689,571,457  $101,709,525
=======================================================================================
NET ASSETS CONSIST OF:
     Paid-in capital                        $20,583,206          $475,42  $ 61,621,845
     Undistributed net investment
       income (accumulated loss)                422,191         (971,480)     (298,637)
     Undistributed net realized gain          2,140,871      109,730,292    10,419,803
  Net unrealized appreciation                 5,062,052      105,392,307    29,966,514
- ---------------------------------------------------------------------------------------
NET ASSETS                                  $28,208,320     $689,571,457  $101,709,525
=======================================================================================
Shares of beneficial interest
    outstanding--Note 6                       2,173,431       23,881,618     2,914,691
=======================================================================================
NET ASSET VALUE PER SHARE                   $     12.98     $      28.87  $      34.90
=======================================================================================
*Identified cost                            $22,777,594     $539,016,258  $ 70,965,630
 ======================================================================================
</TABLE>










                       See Notes to Financial Statements.



                                                                            F-19

<PAGE>


THE ALGER AMERICAN FUND
STATEMENTS OF OPERATIONS


FOR THE YEAR ENDED DECEMBER 31, 1998
================================================================================

<TABLE>
<CAPTION>
                                                                  AMERICAN          AMERICAN
                                                                    SMALL             INCOME   
                                                    AMERICAN     CAPITALIZA-            AND    
                                                     GROWTH         TION              GROWTH   
                                                   PORTFOLIO     PORTFOLIO           PORTFOLIO 
- -----------------------------------------------------------------------------------------------
<S>                                           <C>              <C>              <C>            
INVESTMENT INCOME
  Income:
    Interest                                    $  6,378,360    $  3,990,237     $    216,449  
    Dividends                                      7,822,844       3,040,556          377,898  
- -----------------------------------------------------------------------------------------------
      Total Income                                14,201,204       7,030,793          594,347  
- -----------------------------------------------------------------------------------------------
  Expenses:
    Management fees-- Note 3(a)                   10,304,264       8,665,222          365,820  
    Interest on line of credit utilized                   --              --               --  
    Custodian fees                                   301,295         244,875           24,056  
    Transfer agent fees                                2,500           2,500            2,500  
    Professional fees                                 55,065          37,650            5,351  
    Trustees' fees                                     3,750           3,750            3,750  
    Miscellaneous                                    162,118         101,950           10,883  
- -----------------------------------------------------------------------------------------------
      Total Expenses                              10,828,992       9,055,947          412,360  
- -----------------------------------------------------------------------------------------------
   Net Investment Income (Loss)                    3,372,212      (2,025,154)         181,987  
- -----------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED
      GAIN ON INVESTMENTS
       Net realized gain on investments          223,813,556     122,430,214        5,444,249  
       Net change in unrealized appreciation
         on investments                          338,483,830      51,310,113       11,504,771  
- -----------------------------------------------------------------------------------------------
      Net realized and unrealized gain
        on investments                           562,297,386     173,740,327       16,949,020  
- -----------------------------------------------------------------------------------------------
NET INCREASE IN NET
  ASSETS RESULTING FROM
  OPERATIONS                                    $565,669,598    $171,715,173      $17,131,007  
===============================================================================================
</TABLE>




<TABLE>
<CAPTION>
                                            
                                                                 AMERICAN        AMERICAN
                                                   AMERICAN       MIDCAP        LEVERAGED
                                                    BALANCED       GROWTH         ALLCAP
                                                   PORTFOLIO     PORTFOLIO      PORTFOLIO
- ------------------------------------------------------------------------------------------
<S>                                         <C>              <C>               <C>
INVESTMENT INCOME
  Income:
    Interest                                $     543,563     $ 2,334,780      $   154,673
    Dividends                                      76,299       2,014,176          304,913
- ------------------------------------------------------------------------------------------
      Total Income                                619,862       4,348,956          459,586
- ------------------------------------------------------------------------------------------
  Expenses:
    Management fees-- Note 3(a)                   154,672       4,156,932          567,333
    Interest on line of credit utilized                --              --           21,006
    Custodian fees                                 18,875         130,055           26,946
    Transfer agent fees                             2,500           2,500            2,500
    Professional fees                               3,923          20,937            5,555
    Trustees' fees                                  3,750           3,750            3,750
    Miscellaneous                                   5,935          39,194           11,455
- ------------------------------------------------------------------------------------------
      Total Expenses                              189,655       4,353,368          638,545
- ------------------------------------------------------------------------------------------
   Net Investment Income (Loss)                   430,207          (4,412)        (178,959)
- ------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED
      GAIN ON INVESTMENTS
       Net realized gain on investments         2,135,374     112,933,261       10,343,897
       Net change in unrealized appreciation
         on investments                         3,469,514      35,788,129       23,275,972
- ------------------------------------------------------------------------------------------
      Net realized and unrealized gain
        on investments                          5,604,888     148,721,390       33,619,869
- ------------------------------------------------------------------------------------------
NET INCREASE IN NET
  ASSETS RESULTING FROM
  OPERATIONS                                $   6,035,095   $ 148,716,978      $ 33,440,910
===========================================================================================
</TABLE>



                       See Notes to Financial Statements.



F-20

<PAGE>

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


 FOR THE YEAR ENDED DECEMBER 31, 1998
================================================================================

- --------------------------------------------------------------------------------
       INCREASE (DECREASE) IN CASH 
       Cash flows from operating activities:
        Interest received                                          $    154,017
        Dividends received                                              321,648
        Interest paid                                                   (21,044)
        Operating expenses paid                                        (591,266)
        Purchase of short-term securities, net                         (372,727)
        Purchase of portfolio securities                           (106,914,674)
        Proceeds from disposition of portfolio securities            92,576,905
        Other                                                               514
     ---------------------------------------------------------------------------
          Net cash used in operating activities                     (14,846,627)
     ---------------------------------------------------------------------------
       Cash flows from financing activities:
        Dividends paid                                               (2,761,338)
        Proceeds from shares sold and dividends reinvested           40,194,208
        Payments on shares redeemed                                 (22,586,243)
     ---------------------------------------------------------------------------
          Net cash provided by financing activities                  14,846,627
     --------------------------------------------------------------------------
       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         $33,440,910
       Increase in investments                                      (13,790,727)
       Increase in receivable for investments sold                     (919,769)
       Decrease in interest and dividends receivable                     16,079
       Net realized gain                                            (10,343,897)
       Net increase in unrealized appreciation                      (23,275,972)
       Increase in accrued expenses                                      26,235
       Net decrease in other assets                                         514
     ---------------------------------------------------------------------------
       Net cash used in operating activities                      $ (14,846,627)
     ===========================================================================





                       See Notes to Financial Statements.



                                                                            F-21

<PAGE>


THE ALGER AMERICAN FUND
STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                                   AMERICAN
                                                                 AMERICAN            INCOME      
                                             AMERICAN              SMALL              AND        
                                               GROWTH        CAPITALIZATION          GROWTH      
                                             PORTFOLIO          PORTFOLIO          PORTFOLIO     
- ----------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                <C>                

   Net investment income (loss)         $     3,372,212    $    (2,025,154)   $       181,987 
   Net realized gain on investments         223,813,556        122,430,214          5,444,249 
   Net change in unrealized appreciation
     on investments                         338,483,830         51,310,113         11,504,771 
- ----------------------------------------------------------------------------------------------
  Net increase in net assets resulting
   from operations                          565,669,598        171,715,173         17,131,007 
  Dividends to shareholders:
     Net investment income                   (3,246,329)               --            (194,463)   
     Net realized gains                    (198,381,152)      (131,575,498)        (5,380,156)
  Net increase from
    shares of beneficial
    interest transactions-- Note 6          469,147,944        178,858,157         18,970,341 
- ----------------------------------------------------------------------------------------------
    Total increase                          833,190,061        218,997,832         30,526,729 
  Net Assets
    Beginning of year                     1,072,528,892        997,585,908         47,398,892 
- ----------------------------------------------------------------------------------------------
   End of year                          $ 1,905,718,953    $ 1,216,583,740    $    77,925,621 
==============================================================================================
   Undistributed net investment income
       (accumulated loss)               $     3,387,974    $    (9,405,907)   $       192,762 
 =============================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                                 AMERICAN            AMERICAN
                                              AMERICAN             MIDCAP            LEVERAGED
                                              BALANCED             GROWTH             ALLCAP
                                              PORTFOLIO           PORTFOLIO          PORTFOLIO
- ------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>                <C>
   Net investment income (loss)            $       430,207    $        (4,412)   $      (178,959)
   Net realized gain on investments              2,135,374        112,933,261         10,343,897
   Net change in unrealized appreciation
     on investments                              3,469,514         35,788,129         23,275,972
- ------------------------------------------------------------------------------------------------
  Net increase in net assets resulting
   from operations                               6,035,095        148,716,978         33,440,910
  Dividends to shareholders:
     Net investment income                        (295,352)                --                 --
     Net realized gains                         (1,311,952)       (41,830,668)        (2,761,338)
  Net increase from
    shares of beneficial
    interest transactions-- Note 6               7,166,779        137,718,447         17,541,955
- ------------------------------------------------------------------------------------------------
    Total increase                              11,594,570        244,604,757         48,221,527
  Net Assets
    Beginning of year                           16,613,750        444,966,700         53,487,998
- ------------------------------------------------------------------------------------------------
   End of year                             $    28,208,320    $   689,571,457    $   101,709,525
================================================================================================
   Undistributed net investment income
       (accumulated loss)                  $       422,191    $      (971,480)   $      (298,637)
 ================================================================================================
</TABLE>




<PAGE>


THE ALGER AMERICAN FUND
STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEAR ENDED DECEMBER 31, 1997
================================================================================

<TABLE>
<CAPTION>
                                                                                 AMERICAN
                                                               AMERICAN           INCOME    
                                              AMERICAN           SMALL             AND      
                                              GROWTH        CAPITALIZATION        GROWTH    
                                             PORTFOLIO         PORTFOLIO         PORTFOLIO  
- ---------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                <C>           
Net investment income (loss)            $     3,277,196    $    (1,820,125)   $   195,876   
Net realized gain on investments            199,900,299        139,147,522      5,378,374   
Net change in unrealized appreciation
  on investments                             49,343,495         22,504,405      4,254,496   
- ---------------------------------------------------------------------------------------------
Net increase in net assets resulting
  from operations                           252,520,990        159,831,802      9,828,746   
                                                                                            
Dividends to shareholders:
  Net investment income                      (3,760,721)                --       (141,500)  
  Net realized gains                         (6,810,754)       (54,749,439)    (1,170,590)  
Net increase (decrease) from
  shares of beneficial interest
  transactions-- Note 6                    (160,448,991)      (577,014,924)    17,971,996   
- ---------------------------------------------------------------------------------------------
       Total increase (decrease)             81,500,524       (471,932,561)    26,488,652   
Net Assets
  Beginning of year                         991,028,368      1,469,518,469     20,910,240   
 --------------------------------------------------------------------------------------------
  End of year                            $1,072,528,89     $   997,585,908    $47,398,892   
=============================================================================================
  Undistributed net investment income
       (accumulated loss)                $   3,262,091     $    (7,380,753)   $   205,238   
=============================================================================================
</TABLE>



<TABLE>
<CAPTION>
                                       
                                                          AMERICAN     AMERICAN
                                            AMERICAN        MIDCAP     LEVERAGED
                                            BALANCED        GROWTH      ALLCAP
                                             PORTFOLIO     PORTFOLIO  PORTFOLIO
- -----------------------------------------------------------------------------------
<S>                                     <C>            <C>            <C>  
Net investment income (loss)            $   294,655    $   (653,590)  $   (79,311)
Net realized gain on investments          1,319,306      38,971,626     3,587,761
Net change in unrealized appreciation
  on investments                            756,566      20,863,695     4,257,904
- -----------------------------------------------------------------------------------
Net increase in net assets resulting
  from operations                         2,370,527      59,181,731
                                                                        7,766,354
Dividends to shareholders:
  Net investment income                    (155,278)       (250,596)           --
  Net realized gains                       (210,546)     (6,110,692)           --
Net increase (decrease) from
  shares of beneficial interest
  transactions-- Note 6                   4,123,363      (2,700,477)   10,796,374
- -----------------------------------------------------------------------------------
       Total increase (decrease)          6,128,066      50,119,966    18,562,728
Net Assets
  Beginning of year                      10,485,684     394,846,734    34,925,270
- -----------------------------------------------------------------------------------
  End of year                           $16,613,750    $444,966,700   $53,487,998
 ==================================================================================
  Undistributed net investment income
       (accumulated loss)               $   287,336    $   (967,068)  $  (119,678)
==================================================================================
</TABLE>


                       See Notes to Financial Statements.


F-22

<PAGE>


THE ALGER AMERICAN FUND
NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1998
================================================================================

NOTE 1--GENERAL:

The Alger  American  Fund (the  "Fund") is a  diversified,  open-end  registered
investment  company  organized  as a  business  trust  under  the  laws  of  the
Commonwealth of  Massachusetts.  The Fund operates as a series company currently
issuing six series 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").  The American Growth
Portfolio,  American  Small  Capitalization  Portfolio,  American  MidCap Growth
Portfolio and American  Leveraged  AllCap  Portfolio  invest primarily in equity
securities   and  each  has  an  investment   objective  of  long-term   capital
appreciation.  The American  Income and Growth  Portfolio's  primary  investment
objective is to provide a high level of dividend  income by investing  primarily
in  dividend-paying  equity  securities;  capital  appreciation  is a  secondary
objective.  The American Balanced Portfolio's  investment objectives are current
income and  long-term  capital  appreciation  which it seeks to achieve  through
investing in equity and fixed income  securities.  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 on each day
the New  York  Stock  Exchange  ("NYSE")  is open as of the  close  of the  NYSE
(normally 4:00 p.m. Eastern time). 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.  The
repurchase agreements are collateralized by U.S. Government securities which are
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,  as defined.  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, 1998, the value of securities loaned and
collateral received thereon were as follows:

                                             Value of
                                            Securities                Value of
                                              Loaned                Collateral
                                           ------------            ------------
American Growth Portfolio ..............    $ 4,758,109             $ 4,884,033
American Small Capitalization   
  Portfolio ............................    63,585,006               64,909,546
American Income and Growth
  Portfolio ............................            --                       --
American Balanced Portfolio ............        106,932                 110,237
American MidCap Growth
  Portfolio ............................     27,724,121              28,330,588
American Leveraged AllCap
  Portfolio ............................             --                      --

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

Dividends from net investment income are declared and paid annually.



                                                                            F-23

<PAGE>


THE ALGER AMERICAN FUND
NOTES TO FINANCIAL STATEMENTS (CONT'D)


DECEMBER 31, 1998
================================================================================


Distributions  from net realized  gains,  offset by any loss  carryforward,  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,  including net realized
capital gains, 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.

(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 its Investment  Management  Agreement (the  "Agreement") with Fred
Alger Management,  Inc. ("Alger  Management"),  are payable monthly and computed
based on the average daily net assets of 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

Each  Agreement  further  provides  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, 1998, 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.")  $3,372,838,   $2,535,652,   $171,919,   $31,609,
$1,636,242   and  $168,804,   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"),  an  affiliate  of Alger
Management,  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) Certain  trustees  and  officers of the Fund are  directors  and officers of
Alger Management, Alger Inc. and Services.

NOTE 4--SECURITIES TRANSACTIONS:

Purchases and sales of securities,  other than  short-term  securities,  for the
year ended December 31, 1998, were as follows:

                                                   PURCHASES          SALES
                                                  -----------      -----------
American Growth Portfolio...................    $1,723,985,203   $1,598,358,938
American Small Capitalization
  Portfolio.................................     1,360,996,321    1,371,887,498
American Income and Growth
  Portfolio.................................        84,664,292       72,045,184
American Balanced Portfolio.................        19,187,530       16,675,060
American MidCap Growth
  Portfolio.................................       751,122,359      726,513,142
American Leveraged AllCap
  Portfolio.................................       106,914,674       93,496,190

NOTE 5--LINE OF CREDIT:

The American Leveraged AllCap Portfolio has a line of credit with

its  custodian  bank  whereby it may borrow up to  one-third of the value 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.  To the  extent  American
Leveraged  AllCap Portfolio  borrows under this line, it must pledge  securities
with a total value of at least twice the amount borrowed.  During the year ended
December 31, 1998, the American  Leveraged AllCap Portfolio had borrowings which
averaged $246,101 at a weighted average interest rate of 8.42%.

NOTE 6--SHARE CAPITAL:

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


F-24


<PAGE>
THE ALGER AMERICAN FUND
NOTES TO FINANCIAL STATEMENTS  (CONT'D)



DECEMBER 31, 1998
- --------------------------------------------------------------------------------
During the year ended  December 31, 1998,  transactions  of shares of beneficial
interest were as follows:
                                        SHARES         AMOUNT
                                        ------         ------
American Growth
  Portfolio:
    Shares sold................      22,276,285   $1,015,249,072
    Dividends reinvested.......       4,809,435      201,563,406
                                    -----------   --------------
                                     27,085,720    1,216,812,478
    Shares redeemed............     (16,358,040)    (747,664,534)
                                    -----------   --------------
      Net increase.............      10,727,680   $  469,147,944
                                    ===========   ==============

                                        SHARES         AMOUNT
                                        ------         ------
American Small Capitalization
   Portfolio:
    Shares sold................      33,401,217   $1,342,889,723
    Dividends reinvested.......       3,247,801      131,568,417
                                    -----------   --------------
                                     36,649,018    1,474,458,140
    Shares redeemed............     (31,781,393)  (1,295,599,983)
                                    -----------   --------------
      Net increase.............       4,867,625   $  178,858,157
                                    ===========   ==============

                                        SHARES         AMOUNT
                                        ------         ------
American Income and Growth
   Portfolio:
    Shares sold................       2,355,653   $   27,413,251
    Dividends reinvested.......         504,168        5,571,055
                                    -----------   --------------
                                      2,859,821       32,984,306
    Shares redeemed............      (1,236,899)     (14,013,965)
                                    -----------   --------------
      Net increase.............       1,622,922   $   18,970,341
                                    ===========   ==============

                                        SHARES         AMOUNT
                                        ------         ------
American Balanced
   Portfolio:
    Shares sold................         781,832   $    8,989,415
    Dividends reinvested.......         146,968        1,604,892
                                    -----------   --------------
                                        928,800       10,594,307
    Shares redeemed............        (299,561)      (3,427,528)
                                    -----------   --------------
      Net increase.............         629,239   $    7,166,779
                                    ===========   ==============

                                        SHARES         AMOUNT
                                        ------         ------
American MidCap Growth
   Portfolio:
    Shares sold................      14,298,667   $  361,534,632
    Dividends reinvested.......       1,688,763       41,830,666
                                    -----------   --------------
                                     15,987,430      403,365,298
    Shares redeemed............     (10,509,008)    (265,646,851)
                                    -----------   --------------
      Net increase.............       5,478,422   $  137,718,447
                                    ===========   ==============

                                        SHARES         AMOUNT
                                        ------         ------
American Leveraged AllCap
   Portfolio:
    Shares sold................       1,353,912   $   37,604,075
    Dividends reinvested.......         107,618        2,731,336
                                    -----------   --------------
                                      1,461,530       40,335,411
    Shares redeemed............        (854,961)     (22,793,456)
                                    -----------   --------------
      Net increase.............         606,569   $   17,541,955
                                    ===========   ==============

During the year ended  December 31, 1997,  transactions  of shares of beneficial
interest were as follows:
                                        SHARES         AMOUNT
                                        ------         ------
American Growth
  Portfolio:
    Shares sold................      16,488,837   $  655,951,502
    Dividends reinvested.......         283,342       10,571,475
                                    -----------   --------------
                                     16,772,179      666,522,977
    Shares redeemed............     (20,559,387)    (826,971,968)
                                    -----------   --------------
      Net decrease.............      (3,787,208)  $ (160,448,991)
                                    ===========   ==============

                                        SHARES         AMOUNT
                                        ------         ------
American Small Capitalization
   Portfolio:
    Shares sold................      24,762,826   $1,038,991,957
    Dividends reinvested.......       1,463,106       54,749,439
                                    -----------   --------------
                                     26,225,932    1,093,741,396
    Shares redeemed............     (39,348,743)  (1,670,756,320)
                                    -----------   --------------
      Net decrease.............     (13,122,811)  $ (577,014,924)
                                    ===========   ==============

                                        SHARES         AMOUNT
                                        ------         ------
American Income and Growth
   Portfolio:
    Shares sold................       2,857,584   $   27,984,376
    Dividends reinvested.......         142,001        1,312,090
                                    -----------   --------------
                                      2,999,585       29,296,466
    Shares redeemed............      (1,167,593)     (11,324,470)
                                    -----------   --------------
      Net increase.............       1,831,992   $   17,971,996
                                    ===========   ==============

                                        SHARES         AMOUNT
                                        ------         ------
American Balanced
   Portfolio:
    Shares sold................         592,297   $    6,003,090
    Dividends reinvested.......          38,027          365,824
                                    -----------   --------------
                                        630,324        6,368,914
    Shares redeemed............        (220,624)      (2,245,551)
                                    -----------   --------------
      Net increase.............         409,700   $    4,123,363
                                    ===========   ==============

                                        SHARES         AMOUNT
                                        ------         ------
American MidCap Growth
   Portfolio:
    Shares sold................      14,279,060   $  328,791,802
    Dividends reinvested.......         297,953        6,361,288
                                    -----------   --------------
                                     14,577,013      335,153,090
    Shares redeemed............     (14,668,073)    (337,853,567)
                                    -----------   --------------
      Net decrease.............         (91,060)  $   (2,700,477)
                                    ===========   ==============

                                        SHARES         AMOUNT
                                        ------         ------
American Leveraged AllCap
   Portfolio:
    Shares sold................       1,381,000   $   30,139,481
    Shares redeemed............        (876,756)     (19,343,107)
                                    -----------   --------------
      Net increase.............         504,244   $   10,796,374
                                    ===========   ==============

                                                                            F-25
<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  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),  including the schedules of investments,  as of December 31,
1998, 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 and financial  highlights.  Our procedures  included  confirmation of
securities owned as of December 31, 1998, 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,  1998,  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 29, 1999



                                      F-26
<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 

                                      A-1

<PAGE>

APPENDIX
(continued)

in the money  rate.  The prime  feature of an AAA bond is a showing 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>
   

                                     PART C

                                OTHER INFORMATION

Item 23.  Exhibits

          

Exhibit No.                     Description of Exhibit
- -------------                   ----------------------

  (a-1)      Agreement and Declaration of Trust (l) [EDGAR 4/98]

  (a-2)      Written Consent of the Sole Trustee of the Trust amending the
             Agreement and Declaration of Trust (1)

  (a-3)      Amendment to Registrant's Agreement and Declaration of Trust to
             establish the Alger American Fixed Income Portfolio (3)

  (a-4)      Certificate of Designation relating to the Alger American MidCap
             Growth Portfolio (5) [EDGAR 4/98]

  (a-5)      Certificate of Designation relating to the Alger American Leveraged
             AllCap Portfolio (6) [EDGAR 4/98]

  (b)        By-laws of Registrant (l) [EDGAR 4/98]

  (c)        See Exhibits (a-1) and (b)

                                      C-1

    
<PAGE>
   

Exhibit No.                   Description of Exhibit
- -----------                   ----------------------

  
  (d-1)     Investment  Management  Agreement  for the Alger  American  Balanced
            Portfolio (4) [EDGAR 4/98]

  (d-2)     Investment Management Agreement for the Alger American MidCap Growth
            Portfolio (5) [EDGAR 4/98]

  (d-3)     Investment  Management  Agreement for the Alger  American  Leveraged
            AllCap Portfolio (6) [EDGAR 4/98]

  (d-4)     Investment   Management  Agreement  for  the  Alger  American  Money
            Market Portfolio (3) [EDGAR 4/98]

  (d-5)     Investment   Management  Agreement  for  the  Alger  American Income
            and Growth Portfolio (3) [EDGAR 4/98]

  (d-6)     Investment   Management  Agreement  for  the  Alger  American  Small
            Capitalization Portfolio (3) [EDGAR 4/98]

  (d-7)     Investment   Management  Agreement  for  the  Alger  American Growth
            Portfolio (3) [EDGAR 4/98]

  (e)       Distribution Agreement (3) [EDGAR 4/98]

 
 (g-1)      Form of Custody Agreement (2)

 (g-2)      Form of  Supplement  to  Custody  Agreement  relating  to the  Alger
            American Fixed Income Portfolio (3)

 (g-3)      Amendment 1 to Custody Agreement (7)

  (h)       Transfer Agency Agreement (7)
    

  (i-1)     Opinions of Sullivan & Worcester (6)

   
  (i-2)     Opinion and Consent of Sullivan & Worcester (8)
    

                                      C-2


<PAGE>
   

  (j)       Consent of Arthur Andersen LLP

  (l-1)     Purchase Agreement relative to the shares of the Alger American
            Money Market, Income and Growth, Small Capitalization and Growth
            Portfolios (2) [EDGAR 4/98]

  (l-2)     Purchase Agreement relative to the shares of the Alger American
            Fixed Income Portfolio (3)

  (l-3)     Purchase Agreement relative to the shares of the Alger American
            MidCap Growth Portfolio (5) [EDGAR 4/98]

  13(d)     Purchase Agreement relative to the shares of the Alger American
            Leveraged AllCap Portfolio (6) [EDGAR 4/98]

  (p)       Powers of Attorney executed by David D. Alger, Gregory S. Duch,
            Stephen E. O'Neil, Nathan E. Saint-Amand and B. Joseph White (8)

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

(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 filed with the SEC on August 3, 1992.

(5)  Incorporated  by  reference  to  Post-Effective  Amendment  No.  7  to  the
     Registration Statement filed with the SEC on March 5, 1993.

(6)  Incorporated  by  reference  to  Post-Effective  Amendment  No.  9  to  the
     Registration  Statement filed with the SEC on March 2, 1994.

(7)  Incorporated  by  reference  to  Post-Effective  Amendment  No. 15  to  the
     Registration Statement filed with the SEC on April 9, 1998.

(8)  Incorporated  by  reference  to  Post-Effective  Amendment  No. 17  to  the
     Registration Statement filed with the SEC on March 2, 1999.

    

                                      C-3

<PAGE>
   
Item 24.  Persons Controlled by or Under Common Control with Registrant

                    None.

Item 25.  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 26.  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 26  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 27.  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 27 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 28.  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 29.  Management Services

     Not applicable.

Item 30.  Undertakings

     Not applicable

    
                                      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 1993  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, 1999.
 


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

*                                    Chairman of the Board        April 15, 1999
- ---------------------------------
      Fred M. Alger III


 /s/ David D. Alger                  President and Trustee        April 15, 1999
- ----------------------------------     (Chief Executive Officer)
      David D. Alger

/s/ Gregory S. Duch                  Treasurer                    April 15, 1999
- - --------------------------------     (Chief Financial and
      Gregory S. Duch                 Accounting Officer)
 
*                                    Trustee                      April 15, 1999
- ----------------------------------
      Nathan E. Saint-Amand

*                                    Trustee                      April 15, 1999
- ----------------------------------
      Stephen E. O'Neil

*                                    Trustee                      April 15, 1999
- ----------------------------------
      Arthur M. Dubow

*                                    Trustee                      April 15, 1999
- ----------------------------------
      John T. Sargent

*                                    Trustee                      April 15, 1999
- ----------------------------------
       B. Joseph White

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





<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. 17                                   X
                                                                     ---
 



                                     and/or

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


 
                                                                     ---
     Amendment No. 19                                                  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
- --------                                               -------------------------
 (j)             Consent of Independent Accountants
    





   
                                                                     EXHIBIT (j)

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the use of our report
dated  January 29, 1999 on the financial  statements of The Alger  American Fund
for the year ended  December 31, 1998 and to all references to our Firm included
in or made part of the  registration  statement of The Alger American Fund filed
on Form N-1A (Amendment No. 19),  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 15, 1999


    





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission