ALGER RETIREMENT FUND
485BPOS, EX-23.(A-5), 2000-12-04
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                            THE ALGER RETIREMENT FUND
               (originally "The Alger Defined Contribution Trust")

                           CERTIFICATE OF DESIGNATION

     The  undersigned,  being the duly elected and acting Secretary of The Alger
Retirement Fund (originally  "The Alger Defined  Contribution  Trust"),  a trust
with  transferable  shares  established  under  Massachusetts  law of  the  type
commonly  called a  Massachusetts  business  trust (the  "TRUST"),  DOES  HEREBY
CERTIFY that, pursuant to the authority conferred upon the Trustees of the Trust
by SECTION 9.3 of  the Trust's Agreement and Declaration of Trust dated July 14,
1993 as amended by Certificates of Amendment dated August 16, 1993 and March 30,
1996 (as so amended, the "DECLARATION"), and pursuant to the affirmative vote of
a majority of the  Trustees at a meeting  duly called and held on  September  6,
2000:

          1. There are hereby  established  and  designated  two (2)  additional
     separate portfolios of the Trust, the "Alger Balanced Retirement Portfolio"
     and the "Alger Socially  Responsible Growth Retirement  Portfolio" (each, a
     "NEW  PORTFOLIO"),   and  two  additional  Series of  shares of  beneficial
     interest  ("SHARES")  to represent the  beneficial  interest  therein,  the
     "Alger  Balanced  Retirement  Series" and the "Alger  Socially  Responsible
     Growth Retirement Series", respectively (each, a "NEW SERIES").

          2. The Shares of each New Series  shall have a nominal or par value of
     one mill ($.001) per Share,  and an unlimited  number of Shares of each New
     Series may be issued. The Shares of each New Series shall have the relative
     rights and preferences set forth in SECTION 6.2 of the Declaration.

     IN WITNESS WHEREOF,  I have hereunto set my hand and the seal of the Trust,
this 30th day of November, 2000.


                                          /s/ Dorothy Sanders
                                          ------------------------------
                                          Dorothy Sanders, Secretary

                                 ACKNOWLEDGMENT

STATE OF NEW YORK) :
                                                    November 30, 2000
COUNTY OF NEW YORK) ss

     Then  personally  appeared  before  me the  above  named  Dorothy  Sanders,
Secretary,  and  acknowledged  the  foregoing  instrument to be her free act and
deed.

                                                 /s/ Eric Sanders
                                                 ----------------
                                                  Notary Public




                                                 My Commission Expires 5-6-2002

 [NOTARIAL SEAL]                                          ERIC SANDERS
                                                Notary Public. State of New York
                                                         No,02SA5059856
                                                  Qualified in New York County
                                                 Commission Expires May 6, 2002



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