SCHEDULE 14A
(RULE 14a-101)
------------------------
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
------------------------
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
The Alger Retirement Fund
--------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
<PAGE>
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Checkbox if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form of schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE>
The Alger Retirement Fund | MEETING THE
| CHALLENGE OF
| INVESTING
One World Trade Center
Suite 9333
New York, NY 10048
(800) 992-3362
March 6, 2000
Dear Shareholder:
A Special Meeting of Shareholders of The Alger Retirement Fund (the
"Fund") will be held at 2:00 p.m., local time, on April 28, 2000 at the offices
of the Fund. Formal notice of the Meeting appears on the next page, followed by
the proxy statement. We hope that you can attend the Meeting in person; however,
we urge you in any event to vote your shares by completing and returning the
enclosed proxy in the envelope provided at your earliest convenience.
At the Meeting, you will be asked to consider approving certain
proposals. After carefully considering each proposal, the Fund's Board of
Trustees recommends that you vote "FOR" the proposal.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IN
ORDER TO AVOID THE ADDED COST OF FOLLOW-UP SOLICITATIONS AND POSSIBLE
ADJOURNMENTS, PLEASE TAKE A FEW MINUTES TO READ THE PROXY STATEMENT AND CAST
YOUR VOTE. IT IS IMPORTANT THAT YOUR VOTE BE RECEIVED NO LATER THAN APRIL 27,
2000.
The Fund is using Shareholder Communications Corporation ("SCC"), a
professional proxy solicitation firm, to assist shareholders in the voting
process. As the date of the Meeting approaches, if we have not already heard
from you, you may receive a telephone call from SCC reminding you to exercise
your right to vote.
We appreciate your participation and prompt response in this matter and
thank you for your continued support.
Sincerely,
/s/ David D. Alger
---------------------
David D. Alger
President and Trustee
<PAGE>
Alger Small Cap Retirement Portfolio
Alger MidCap Growth Retirement Portfolio
Alger Growth Retirement Portfolio
Alger Capital Appreciation Retirement Portfolio
Portfolios of
THE ALGER RETIREMENT FUND
One World Trade Center, Suite 9333, New York, NY 10048
1-800-992-3362
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of THE ALGER RETIREMENT FUND:
NOTICE IS HEREBY GIVEN that a Special Meeting of the Shareholders (the
"Meeting") of The Alger Retirement Fund (the "Fund") will be held at the offices
of the Fund, One World Trade Center, Suite 9333, New York, NY 10048, at 2:00
p.m. The purpose of the meeting is to consider and act upon the following
proposals, and to transact such other business as may properly come before the
Meeting or any adjournments thereof.
1. To elect a Board of Trustees.
2. To ratify or reject the selection of Arthur Andersen LLP as
the independent public accounts for the Fund for the fiscal
year ending October 31, 2000.
3. To delete the fundamental investment policy of the Alger
Capital Appreciation Retirement Portfolio that permits the
Portfolio to borrow from Banks for investment (leveraging)
purposes.
4. To consider and act upon such other matters as may properly
come before the meeting or any adjournments thereof.
Shareholders of record as of the close of business on March 6,
2000 will be entitled to vote at the Meeting. The enclosed
proxy is being solicited on behalf of Management of the Fund.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO THE ADDRESS NOTED ON THE
POSTPAID RETURN ENVELOPE ENCLOSED FOR YOUR USE.
By order of the Board of Trustees
DAVID D. ALGER
President
Dated: March 7, 2000
New York, New York
<PAGE>
PROXY STATEMENT
for
SPECIAL MEETING OF SHAREHOLDERS
of
THE ALGER RETIREMENT FUND
To be held on April 28, 2000
INTRODUCTION
The accompanying Proxy is being solicited by the Management of the Fund
for use at the Special Meeting of Shareholders to be held at 2:00 p.m. on April
28, 2000 and at any adjournments thereof. All costs of solicitation, including
printing and mailing of this Proxy Statement and the accompanying Notice of
Meeting and Proxy, the reimbursement of brokerage firms and others for their
expenses in forwarding solicitation material to the beneficial owners of shares
of the Fund, and supplementary solicitations to submit proxies, which may be
made by mail, telephone, telegraph, e-mail and personal interviews by officers
of the Fund, will be borne by the Fund. In order to obtain the necessary quorum
at the Meeting, such solicitation may be made by, among others, officers and
employees of the Fund, the Investment Adviser, the Distributor, and the Transfer
Agent of the Fund. It is anticipated that the cost of such supplementary
solicitation, if any, will be nominal. Shareholder Communications Corporation
("SCC") may be retained to assist in the solicitation of proxies. If retained,
SCC will be paid approximately $____________ by the Fund and the Fund will
reimburse SCC for its related expenses.
If the enclosed Proxy is properly executed and returned in time to be
voted at the meeting, the full and fractional shares represented thereby (each
full share is entitled to one vote and each fractional share is entitled to
proportionate voting rights) will be voted in accordance with the instructions
marked thereon. Except where instructions to the contrary are marked thereon
with respect to a Proposal, the Proxy will be voted FOR the proposals stated in
the accompanying Notice of Meeting. All Proxies not voted, including broker
non-votes, will not be counted toward establishing a quorum. Shareholders should
note that while votes to ABSTAIN will count toward establishing a quorum,
passage of any proposal being considered at the Meeting will occur only if a
sufficient number of votes are cast FOR the proposal. Accordingly, votes to
ABSTAIN and votes AGAINST will have the same effect in determining whether the
proposal is approved. On any motion for adjournment of the Meeting, even if a
quorum is present, Management will vote all Proxies in its discretion pursuant
to Item 4 thereof. Any shareholder giving a Proxy has the right to attend the
meeting to vote his shares in person (thereby revoking any prior Proxy) and also
the right to revoke the Proxy at any time by written notice received by the Fund
prior to its exercise.
This Proxy Statement and accompanying Proxy are being mailed to
shareholders on or about March 7, 2000. As mentioned above, SCC may be engaged
to assist in the solicitation of proxies. As the meeting date approaches,
certain shareholders of the Fund may receive a call from a representative of SCC
if the Fund has not yet received their votes. Authorization to permit SCC to
execute proxies may be obtained by telephonic
<PAGE>
or electronically transmitted instructions from shareholders of the Fund.
Proxies that are obtained telephonically will be recorded in accordance with the
procedures set forth below. Management of the Fund believes that these
procedures are reasonably designed to ensure that the identity of the
shareholder casting the vote is accurately determined.
In all cases where a telephonic proxy is solicited, the SCC
representative is required to ask the shareholder such shareholder's full name,
address, social security or employer identification number, title (if the person
giving the proxy is authorized to act on behalf of the entity, such as a
corporation), the number of shares owned and to confirm that the shareholder has
received the Proxy Statement in the mail. If the information solicited agrees
with the information provided to SCC by the Fund, then the SCC representative
has the responsibility to explain the process, read the proposals listed on the
proxy card, and ask for the shareholder's instructions on each proposal.
Although the SCC representative is permitted to answer questions about the
process, he or she is not permitted to recommend to the shareholder how to vote,
other than to read any recommendation set forth in the Proxy Statement. SCC will
record the shareholder's instructions on the card. Within 72 hours, SCC will
send the shareholder a letter or mailgram to confirm the shareholder's vote and
asking the shareholder to call SCC immediately if the shareholder's instructions
are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Meeting of shareholders,
but does not wish to give a proxy by telephone, such shareholder may still
submit the proxy card originally sent with the Proxy Statement or attend in
person. Any proxy given by a shareholder, whether in writing or by telephone, is
revocable. A shareholder may revoke the accompanying proxy or proxy given
telephonically at any time prior to its use by filing with the Fund a written
revocation or duly executed proxy bearing a later date. In addition, any
shareholder who attends the Meeting in person may vote by ballot at the Meeting,
thereby canceling any proxy previously given.
The address of the principal executive office of the Fund is One World
Trade Center, Suite 9333, New York, NY 10048.
The following table sets forth each of the three proposals with respect
to which proxies are being solicited, together with an indication of the
Portfolio or Portfolios from whose shareholders proxies are being solicited as
to that Proposal. (Only shareholders of the Alger Capital Appreciation
Retirement Portfolio are entitled to vote on Proposal 2.)
1. To elect a Board of Trustees. [All Portfolios]
2. To ratify or reject the selection of Arthur Andersen LLP as
the independent public accountants for the Fund for the fiscal
year ending October 31, 2000. [All Portfolios]
3. To delete the fundamental investment policy of the Alger
Capital Appreciation Retirement Portfolio that permits the
Portfolio to borrow from banks for investment (leveraging)
purposes. [Capital Appreciation Retirement Portfolio]
4. To consider and act upon such other matters as may properly
come before the meeting or any adjournments thereof. [All
Portfolios]
A COPY OF THE FUND'S MOST RECENT SEMI-ANNUAL AND ANNUAL REPORTS WILL BE
SENT TO YOU WITHOUT CHARGE UPON WRITTEN REQUEST TO THE FUND AT ONE WORLD TRADE
CENTER, SUITE 9333, NEW YORK, NY 10048 OR BY CALLING 800-992-3863.
2
<PAGE>
INFORMATION REGARDING VOTING SECURITIES
The Fund is divided into four portfolios. The chart below indicates the
number of shares outstanding for each portfolio as of the close of business on
March 6, 2000, the record date for determining shareholders entitled to receive
notice of, and to vote at the Meeting and all adjournments thereof. Each share
is entitled to one vote at the Meeting.
Name Total Shares for the Portfolio
- --------------------------------------------------------------------------------
Alger Small Cap
Retirement Portfolio: a
Alger MidCap Growth
Retirement Portfolio: b
Alger Growth
Retirement Portfolio: c
Alger Capital Appreciation
Retirement Portfolio: d
Total Fund Shares Outstanding at Record Date: e
The following table sets forth those persons known to the Fund to be beneficial
owners of more than 5% of the outstanding voting shares of a Portfolio of the
Fund as of March 6, 2000.
Title of Name & Address of Amount of Beneficial Percent
Portfolio Class Beneficial Owners Ownership of Class
- --------------------------------------------------------------------------------
Alger Small Cap
Retirement Portfolio:
Alger MidCap Growth
Retirement Portfolio:
Alger Growth
Retirement Portfolio:
Alger Capital Appreciation
Retirement Portfolio:
PROPOSAL NO. 1: ELECTION OF TRUSTEES
Eight Trustees are to be elected at the Meeting, to serve until the
next shareholder meeting at which Trustees are elected, and until their
successors are elected and qualified. Each of the nominees has indicated an
intention to serve if elected and has consented to be named in this Proxy
Statement; certain of the nominees are currently Trustees of the Fund.
Three of the nominees, Charles F. Baird, Jr., Roger P. Cheever and
Lester L. Colbert, Jr., are new nominees recommended by the current Board. Mr.
Colbert has been a member of the Board of Directors of another fund managed by
Fred Alger Management, Inc., Castle Convertible Fund, Inc., since 1974.
3
<PAGE>
Fred Alger Management, Inc. (the "Adviser") has served as the
investment adviser to the Fund since November 1986. The Adviser is a
wholly-owned subsidiary of Fred Alger & Company, Incorporated ("Alger"). Alger,
which is a wholly-owned subsidiary of Alger Associates, Inc. ("Alger
Associates"), is a securities broker-dealer and member firm of the New York
Stock Exchange, Inc. The principal place of business of the Adviser and Alger
Associates is One World Trade Center, Suite 9333, New York, NY 10048. The
principal place of business of Alger is 30 Montgomery Street, Jersey City, NJ
07302. Alger Associates and the Adviser are New York corporations and Alger is a
Delaware corporation.
The following table provides certain information about the Trustees of
the Fund, including age, position with the Fund, business experience and
ownership of shares of the Fund.
<TABLE>
<CAPTION>
Shares of the
Fund Beneficially
Position with Owned Directly
Name, Age and Business The Fund and Or Indirectly, Percent
Experience for the Period of as of of Shares
Last Five Years Service March 6, 2000 Outstanding
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fred M. Alger III, 65 Trustee and ____ Shs.** ____%
Chairman of the Boards of Chairman of the
Alger Associates, the Adviser, Board since 1986
Alger, Alger Properties, Inc.
("Properties"), Alger
Shareholder Services, Inc.
("Services"), Alger Life
Insurance Agency, Inc.
("Agency"), the Fund, The Alger
American Fund, Spectra Fund,
Castle Convertible Fund, Inc.,
Fred Alger International
Advisory S.A.
("International"), The Alger
American Asset Growth Fund
("Asset Growth") and Analysts
Resources, Inc. ("ARI").
Formerly President of Alger
Associates, the Adviser, Alger,
Properties, Services, Agency,
the Fund, The Alger Fund, The
Alger American Fund and Spectra
Fund.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares of the
Fund Beneficially
Position with Owned Directly
Name, Age and Business The Fund and Or Indirectly, Percent
Experience for the Period of as of of Shares
Last Five Years Service March 6, 2000 Outstanding
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
* David D. Alger, 56
President and Director of Alger Trustee ________ Shs.** _____%
Associates, the Adviser, Alger since ____
Properties, Services, Agency,
International and Castle
Convertible Fund, Inc.;
President and Trustee of the
Fund, The Alger American Fund,
The Alger Fund and
Spectra Fund; Executive Vice
President and Director of ARI;
Director of Asset Growth.
Formerly Executive Vice
President of Alger Associates,
the Adviser, Alger, Properties,
Services and Agency; and Vice
President of Spectra Fund,
Castle Convertible Fund, Inc.
the Fund, The Alger American
Fund and The Alger Fund.
Charles F. Baird, Jr., XX N/A 0 Shs. 0%
Managing Partner of North
Castle Partners, a ____, since
1997. Formerly Managing
Director of AEA Investors Inc.
Roger P. Cheever, XX N/A 0 Shs. 0%
Associate Dean for Development,
Harvard College since 1997.
Formerly Deputy Director of the
Harvard College Fund.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Shares of the
Fund Beneficially
Position with Owned Directly
Name, Age and Business The Fund and Or Indirectly, Percent
Experience for the Period of as of of Shares
Last Five Years Service March 6, 2000 Outstanding
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lester L. Colbert, Jr., 65 N/A 0 Shs. 0%
Private investor since 1988;
Director of Castle Convertible
Fund, Inc. Formerly Chairman of
the Board, President and Chief
Executive Officer of Xidex
Corporation.
Stephen E. O'Neil, 67 Trustee ______ Shs. ______%
Attorney; private investor since ____
since 1981; Director of Nova
Care, Inc. and Brown-Forman
Corporation; Trustee of the
Fund, The Alger American Fund,
The Alger Fund and Spectra
Fund. Director of Castle
Convertible Fund, Inc. Formerly
of Counsel to the law firm of
Kohler & Barnes; formerly
President and Vice Chairman of
City Investing Company;
formerly Director of Centerre
Bancorporation, and Syntro
Corporation.
Nathan E. Saint-Amand, MD, 61 Trustee ______ Shs. ______%
Medical doctor in private prac- since ____
tice; Trustee of the Fund, The
Alger American Fund, The Alger
Fund and Spectra Fund. Director
of Castle Convertible Fund,
Inc.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Shares of the
Fund Beneficially
Position with Owned Directly
Name, Age and Business The Fund and Or Indirectly, Percent
Experience for the Period of as of of Shares
Last Five Years Service March 6, 2000 Outstanding
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
B. Joseph White, 52 Trustee ______ Shs. _____%
Dean, University of Michigan since 1999
Business School; President,
William Davidson Institute at
the University of Michigan
Business School; Professor of
Business Administration,
University of Michigan Business
School; Director, Gordon Food
Service and Castle Convertible
Fund, Inc.; Trustee and Chair,
Audit Committee, Equity
Residential Properties Trust;
Director and Chair,
Compensation Committee, Kelly
Services, Inc. Trustee of the
Fund, Spectra Fund, The Alger
Fund and The Alger American Fund.
</TABLE>
* Fred M. Alger III and David D. Alger may be considered "interested persons"
of the Fund as such term is defined in the Investment Company Act of 1940
because they are "interested persons" of the Adviser and officers of the
Fund. Fred M. Alger III and David D. Alger are brothers.
** Includes ____________ shares of the Fund beneficially owned by Alger
Associates, Inc. directly or through wholly-owned subsidiaries. Fred M.
Alger III and David D. Alger may be deemed beneficially to own such shares
by virtue of their control of Alger Associates, Inc.
Officers, Trustees and Related Matters
No Trustee, officer or employee of the Adviser or its affiliates will
receive any compensation from the Fund for serving as an officer or Trustee of
the Fund. Each Trustee of the Fund who is not an "interested person" of the
Fund, as defined in the Investment Company Act of 1940, receives from the Fund a
fee of $2000 for each in-person meeting he attends, to a maximum of $8000.
During the fiscal year ended October 31, 1999, such Trustees who are nominees
received an aggregate of $__________ of such fees. The Fund has no bonus, profit
sharing, pension or retirement plans. The following table provides compensation
amounts paid to nominees who are not interested persons of the Fund and who were
Trustees during the fiscal year ended October 31, 1999.
7
<PAGE>
COMPENSATION TABLE
Total Compensation Paid to
Trustees from the Fund,
Aggregate The Alger Fund,
Compensation The Alger American Fund,
From Castle Convertible Fund,Inc.,
Director the Fund and Spectra Fund
- -----------------------------------------------------------------------------
Stephen E. O'Neil $6000 $34,250
Nathan E. Saint-Amand 34,250
B. Joseph White 4500 27,000
Four regular meetings of the Board of Trustees were held during the
fiscal year ended October 31, 1999. During that period, with the exception of
Fred M. Alger III, each of the Trustees attended at least 75% of the meetings of
the Board and, if he was a member, the Audit Committee.
The Fund's Audit Committee, which oversees the Fund's accounting and
financial reporting policies and the independent audit of its financial
statements, consists of the following independent Trustees: Mr. O'Neil and Mr.
White. It is anticipated that Mr. Colbert will join the Audit Committee at the
time he becomes a Trustee of the Fund. The Committee met once during the fiscal
year ended October 31, 1999. The Fund's Board of Trustees has no nominating or
compensation committee or any committee performing similar functions.
The following table provides certain information about the officers of
the Fund other than Fred M. Alger III and David D. Alger, both of whom are
listed above in the table of Trustee nominees. Officers are elected annually.
Name, Age & Business Position with the Fund
Experience for the Last 5 Years & Period of Service
- --------------------------------------------------------------------------------
Gregory S. Duch, 48 Treasurer since 1989
Executive Vice President, Treasurer and
Director of Alger Associates, the Adviser and
Properties; Executive Vice President and
Treasurer of Alger, Services, Agency and ARI;
Treasurer of the Fund, The Alger Fund, The
Alger American Fund, Spectra Fund and Castle
Convertible Fund, Inc.; Treasurer and Director
of International.
Mary Marsden-Cochran, 46 Secretary since 1996
Since 1996, Vice President, General Counsel and
Secretary of Alger Associates, the Adviser,
Properties, Alger, Services, Agency and ARI;
Secretary of the Fund, The Alger Fund, The
Alger American Fund, Spectra Fund and Castle
Convertible Fund Inc.; Secretary of
International.
8
<PAGE>
Name, Age & Business Position with the Fund
Experience for the Last 5 Years & Period of Service
- --------------------------------------------------------------------------------
Frederick A. Blum, 45 Assistant Secretary and
Senior Vice President of Alger; since 1997, Assistant Treasurer
Assistant Secretary and Assistant Treasurer of since 1997
the Fund, The Alger Fund, The Alger American
Fund, Spectra Fund and Castle Convertible Fund,
Inc.
Management recommends that shareholders vote FOR all of the listed nominees.
PROPOSAL NO. 2: RATIFICATION OF THE SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Trustees, including a majority of the Trustees who are not
"interested persons" of the Fund or the Adviser, have selected and approved
Arthur Andersen LLP as the independent public accountants to examine the
financial statements of the Fund for the fiscal year ending October 31, 2000.
The Fund has been advised that no member of such firm has a material direct or
indirect interest in the Fund. Pursuant to Section 32(a) of the Investment
Company Act of 1940, such selection is subject to ratification or rejection by
shareholders of the Fund. A representative of Arthur Andersen LLP is expected to
be present at the meeting to answer any questions which the Fund's shareholders
may have. The representative will have an opportunity to make a statement if he
or she so desires.
Management recommends that shareholders vote FOR Proposal No. 2.
PROPOSAL NO. 3: DELETION OF THE FUNDAMENTAL INVESTMENT POLICY
OF THE ALGER CAPITAL APPRECIATION RETIREMENT
PORTFOLIO THAT PERMITS BORROWING FROM BANKS
FOR INVESTMENT (LEVERAGING) PURPOSES.
Currently, each Portfolio of the Fund may borrow money for temporary or
emergency purposes. In addition, the fundamental investment policies of the
Alger Capital Appreciation Retirement Portfolio explicitly permit that Portfolio
to borrow from banks for the purpose of investing in additional securities, or
"leveraging." It is proposed that the Portfolio's fundamental investment policy
permitting such borrowing be deleted; the Portfolio will then be permitted to
borrow only for temporary or emergency purposes. If the proposal is not
approved, the Board of Trustees currently intends to maintain a non-fundamental
policy of refraining from leveraging even though the Portfolio's fundamental
policies permit it.
VOTE REQUIRED. Under the Investment Company Act of 1940, the Portfolio
is prohibited from deleting any "fundamental" investment policy without the
approval of the holders of a "majority" of its outstanding voting securities,
which under the Act means the lesser of (a) 67 percent or more of the
Portfolio's voting securities -- i.e., its shares -- present at the meeting or
represented by proxy, if more than 50% of the Portfolio's outstanding shares are
present or represented by proxy, or (b) more than 50% of the Portfolio's
outstanding shares.
The Distributor has determined that certain retirement plan sponsors
are hesitant to add the Alger Capital Appreciation Retirement Portfolio to their
rosters due to its ability to leverage. They consider this capability too
high-risk for a retirement product, and thus have avoided its inclusion in their
lists of available funds.
The Portfolio rarely leverages its assets, and the discontinuation of
this capability is not expected to materially impact the management of the
Portfolio. In addition, Management believes that the Portfolio would become more
attractive to additional plans, which may lead to an increase in the number of
investors; this could have the effect of lowering the burden of Portfolio
expenses per share by spreading fixed costs across more shares.
9
<PAGE>
Management recommends that shareholders vote FOR Proposal No. 3.
OTHER MATTERS
Management knows of no other matters to be brought before the meeting;
however, if any other matters come before the meeting, the persons named in the
enclosed Proxy will vote proxies that do not contain specific restrictions in
accordance with their best judgment on such matters.
One World Trade Center, Suite 9333
New York, NY 10048
Dated: March 6, 2000
IF YOU CANNOT ATTEND THE MEETING, YOU ARE URGED TO FILL IN, SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT AS PROMPTLY AS POSSIBLE. AN ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE>
THE ALGER RETIREMENT FUND
PROXY
SPECIAL MEETING OF SHAREHOLDERS APRIL 28, 2000
The undersigned shareholder of The Alger Retirement Fund hereby appoints David
D. Alger, Gregory S. Duch and Stephen E. O'Neil, and each of them, the attorneys
and proxies of the undersigned, with power of substitution, to vote, as
indicated herein, all of the shares of The Alger Retirement Fund standing in the
name of the undersigned at the close of business on March 6, 2000, at the
Special Meeting of Shareholders of the Fund to be held at the offices of the
Fund, 1 World Trade Center, Suite 9333, New York, New York 10048 at 2:00 P.M. on
April 28, 2000, and at all adjournments thereof, with all of the powers the
undersigned would possess if then and there personally present and especially
(but without limiting the general authorization and power hereby given) to vote
as indicated on the proposals, as more fully described in the Proxy Statement of
the meeting, and to vote and act on any other matter which may properly come
before the meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE HOLDERS, BUT IF NO INSTRUCTIONS ARE
GIVEN IT WILL BE VOTED FOR THE PROPOSALS LISTED.
(Continued and to be signed on the reverse side.)
<PAGE>
PLEASE MARK BOXES [=] OR (X) IN BLUE OR BLACK INK.
1. ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY to
below (except as marked vote for all nominees
to the contrary below) listed below
INSTRUCTIONS: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below.
Fred M. Alger III, David D. Alger, Charles F. Baird, Jr., Roger P. Cheever,
Lester L. Colbert, Jr., Stephen E. O'Neil, Nathan E. Saint-Amand,
B. Joseph White
2. PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as independent
accountants of the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO DELETE THE FUNDAMENTAL INVESTMENT POLICY OF PORTFOLIOS THAT
PERMITS THE PORTFOLIO TO BORROW FROM BANKS FOR INVESTMENT (LEVERAGING)
PURPOSES.
4. PROPOSAL TO CONSIDER AND ACT UPON such other matters as may properly come
before the meeting or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY. Signature(s) should be
exactly as name or names appear on this
proxy. If stock is held jointly, each holder
should sign. If signing is by attorney,
executor, administrator, trustee or
guardian, please give full title.
--------------------------------------------
Signature(s) Signature(s)
--------------------------------------------
Dated Social Security or Tax
Identification Number
THIS PROXY, WHEN DATED AND SIGNED, SHOULD BE
MAILED PROMPTLY TO THE ADDRESS ON THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES IN THE ENCLOSED
ENVELOPE.
