[SULLIVAN & WORCESTER LLP Letterhead]
Boston
December 1, 2000
The Trustees of The Alger Retirement Fund
1 World Trade Center - Suite 9333
New York, New York 10048
Re: The Alger Retirement Fund - Post-Effective Amendment
to Registration Statement on Form N-1A
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts law
relating to The Alger Retirement Fund (originally named "The Alger Defined
Contribution Trust"), a trust with transferable shares established under
Massachusetts law (the "TRUST"), in connection with the Trust's filing of
Amendment No. 13 to its Registration Statement on Form N-lA under the Investment
Company Act of 1940, as amended, Registration No. 811-7986, and Post-Effective
Amendment No. 11 to its Registration Statement under the Securities Act of 1933,
as amended (the "SECURITIES ACT"), Registration No. 33-68124 (collectively, the
"REGISTRATION STATEMENT", and such amendments, collectively the "AMENDMENT").
We acted as Massachusetts counsel to the Trust in connection with the
execution and delivery of its Agreement and Declaration of Trust, filed July 14,
1993 (the "ORIGINAL DECLARATION"), and thereafter amended and supplemented by a
certificate of designation filed August 16, 1993, a certificate of amendment
filed April 16, 1996 and a certificate of designation filed December 1, 2000 (as
so amended and supplemented, the "DECLARATION"); and the authorization by the
Trustees of the Trust of the issuance and sale of shares of beneficial interest,
one mill ($.001) par value (the "SHARES"), of the several portfolios of the
Trust (the "PORTFOLIOS", and each singly, a "PORTFOLIO"), registered under the
Securities Act pursuant to the Registration Statement. In this connection, we
have examined and are familiar with the Declaration, the Bylaws of the Trust,
the Amendment, substantially in the form in which it will be filed with the
Securities and Exchange Commission (the "SEC") after the delivery of this
letter, the forms of the Prospectus, (the "PROSPECTUS") and the Statement of
Additional Information (the "SAI") forming part of the Registration Statement,
as amended by the Amendment, certificates of officers of the Trust as to actions
of the Trustees, certificates of officers of the Trust and of public officials
as to other matters of fact, and such questions of law and fact, as we have
considered necessary or approp-
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The Trustees of
The Alger Retirement Fund -2- December 1 2000
riate for purposes of the opinions expressed herein. We have assumed the
genuineness of the signatures on, and the authenticity of, all documents
furnished to us, and the conformity to the originals of documents submitted to
us as certified copies, which facts we have not independently verified.
Based upon and subject to the foregoing, we hereby advise you that, in our
opinion, under Massachusetts law:
1. The Trust is validly existing as a trust with transferable shares of
the type commonly called a Massachusetts business trust.
2. Each Portfolio of the Trust is authorized to issue an unlimited number
of Shares; the Shares of such Portfolios have been duly and validly
authorized by all requisite action of the Trustees of the Trust, and
no action of the shareholders of the Trust is required in such
connection.
3. The Shares subject to the Registration Statement, when duly sold and
issued against payment equal to the net asset value thereof, as
contemplated by the Prospectus and the SAI, will be validly and
legally issued, and fully paid and nonassessable by the Trust.
With respect to the opinion stated in paragraph 3 above, we wish to point
out that the shareholders of a Massachusetts business trust may under some
circumstances be subject to assessment at the instance of creditors to pay the
obligations of such trust in the event that its assets are insufficient for the
purpose.
This letter expresses our opinions as to the provisions of the Declaration
and the laws of The Commonwealth of Massachusetts applying to business trusts
generally, but does not extend to the Massachusetts Securities Act, or to
federal securities or other laws.
We hereby consent to the reference to us in the Prospectus, and to the
filing of this opinion with the SEC as an exhibit to the Registration Statement.
In giving such consent, we do not thereby concede that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
/s/Sullivan & Worcester
SULLIVAN & WORCESTER LLP
