ALGER RETIREMENT FUND
497, 2000-02-28
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                                                                       THE ALGER

                                                                 RETIREMENT FUND

                                                                      PROSPECTUS

                                                               FEBRUARY 25, 2000

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

      2 ......Investments

              Alger Small Cap
              Retirement Portfolio ............  2
              Alger MidCap Growth
              Retirement Portfolio ............  2
              Alger Capital Appreciation
              Retirement Portfolio ............  2

      3 ......Risks

              Alger Small Cap
              Retirement Portfolio ............  3
              Alger MidCap Growth
              Retirement Portfolio ............  3
              Alger Capital Appreciation
              Retirement Portfolio ............  3

      3 ......Performance

              Alger Small Cap
              Retirement Portfolio ............  4
              Alger MidCap Growth
              Retirement Portfolio ............  4
              Alger Capital Appreciation
              Retirement Portfolio ............  4

5 ............Fees and Expenses

6 ............Management and Organization

7 ............Shareholder Information

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

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

              Alger Small Cap
              Retirement Portfolio ............  8
              Alger MidCap Growth
              Retirement Portfolio ............  9
              Alger Capital Appreciation
              Retirement Portfolio ............  10

Back Cover:   How to obtain more information




<PAGE>

[GRAPHIC OMITTED]

RISK/RETURN SUMMARY: INVESTMENTS, RISKS & PERFORMANCE

INVESTMENTS: THE ALGER RETIREMENT 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)  the
securities will be placed.  The market  capitalization of a company is its price
per share multiplied by its number of outstanding shares.

ALGER SMALL CAP RETIREMENT PORTFOLIO

GOAL

THE ALGER SMALL CAP RETIREMENT 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  in  the  equity  securities  of  small
capitalization   companies.   A  small  capitalization   company  has  a  market
capitalization within the range of companies in the Russell(R) 2000 Growth Index
or the S&P (R) SmallCap 600 Index.

ALGER MIDCAP GROWTH RETIREMENT PORTFOLIO

GOAL

THE  ALGER  MIDCAP  GROWTH   RETIREMENT   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 CAPITAL  APPRECIATION  RETIREMENT PORTFOLIO

GOAL

THE ALGER CAPITAL  APPRECIATION  RETIREMENT  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>

[GRAPHIC OMITTED]

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.  In addition, a high level of short-term trading
may increase a portfolio's  realized gains,  thereby  increasing the amount that
must be  distributed  to  shareholders  at the  end of the  year.

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

RISKS APPLICABLE TO ALGER SMALL CAP
RETIREMENT PORTFOLIO

A 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 MIDCAP GROWTH RETIREMENT PORTFOLIO

A 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 CAPITAL APPRECIATION RETIREMENT PORTFOLIO

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

[GRAPHIC OMITTED]

PERFORMANCE

The following bar charts show 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.

                                                                               3
<PAGE>



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

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

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


ALGER SMALL CAP RETIREMENT PORTFOLIO

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

[Figures below represent chart in printed piece]

94        3.51
95       60.83
96       14.83
97       14.21
98       25.01
99       52.16

Best Quarter:               Q4 1998   30.16%
Worst Quarter:              Q3 1998  -18.73%

Average Annual Total Return as of December 31, 1999
                                               Since
                                             Inception
                        1 Year     5 Years   (11/8/93)
- --------------------------------------------------------------------------------
Small Cap               52.16%     32.03%      27.14%
Russell 2000 Growth     43.10%     18.99%      14.86%


ALGER MIDCAP GROWTH RETIREMENT PORTFOLIO

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

[Figures below represent chart in printed piece]

94        9.77
95       51.89
96       15.19
97       20.25
98       39.21
99       41.77

Best Quarter:              Q4 1998  31.43%
Worst Quarter:             Q3 1998  -13.34%

Average Annual Total Return as of December 31, 1999

                                               Since
                                             Inception
                        1 Year     5 Years   (11/8/93)
- --------------------------------------------------------------------------------
MidCap                  41.77%     32.94%      28.88%
S&P Midcap 400          14.72%     23.05%      18.21%


ALGER CAPITAL APPRECIATION RETIREMENT PORTFOLIO

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

[Figures below represent chart in printed piece]

94       -8.34
95       54.51
96       10.06
97       25.44
98       63.44
99       88.73

Best Quarter:               Q4 1999  38.50%
Worst Quarter:              Q2 1994  -12.20%

Average Annual Total Return as of December 31, 1999

                                               Since
                                             Inception
                        1 Year     5 Years   (11/8/93)
- --------------------------------------------------------------------------------
Capital Appreciation    88.73%     45.76%    35.37%
S&P 500                 21.04%     28.56%    23.02%


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.

                                               Alger       Alger        Alger
                                               Small      MidCap       Capital
                                                Cap       Growth    Appreciation
                                            Retirement  Retirement   Retirement
                                             Portfolio   Portfolio    Portfolio
- --------------------------------------------------------------------------------

  Shareholder Fees
    (fees paid directly from
    your investment)                            None        None        None
  Annual Fund Operating Expenses
    (as a percentage of average
    net assets)
  Management Fees                               .85%        .80%        .85%
  Distribution fees                             None        None        None
  Other Expenses                                .17%        .43%        .44%
                                             -------     -------     -------
  Total Fund Operating Expenses                1.02%       1.23%       1.29%
                                             =======     =======     =======

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,  regardless
of whether or not you redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your costs would be:


                               Alger             Alger           Alger
                               Small            MidCap          Capital
                                Cap             Growth       Appreciation
                            Retirement        Retirement      Retirement
                             Portfolio         Portfolio       Portfolio
- ---------------------------------------------------------------------------

  One Year                    $  104          $  125            $  131
  Three Years                    325             390               409
  Five Years                     563             676               708
  Ten Years                    1,248           1,489             1,557

                                                                               5
<PAGE>

The Fund may compensate certain entities (other than the Distributor, Fred Alger
& Company,  Incorporated, and its affiliates) for providing recordkeeping and/or
administrative services to participating  retirement plans, at an annual rate of
up to .25% of the net asset value of shares of the Fund held by those plans.

ADDITIONAL INFORMATION ABOUT
THE FUND'S INVESTMENTS

The portfolios may invest up to 100% of their 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
Fund's assets from a temporary  unacceptable  risk of loss, rather than directly
to promote the portfolio's  investment objective.  Other securities the Fund 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.
One World Trade Center
Suite 9333
New York, NY 10048

The Manager has been an investment  adviser since 1964, and manages  investments
totaling  (at  12/31/99)  $10.69  billion in mutual fund assets as well as $6.75
billion  in  other  assets.  The  Manager  makes  investment  decisions  for the
portfolios and continuously  reviews and administers their investment  programs.
These management  responsibilities  are subject to the Fund's Board of Trustees'
supervision.  The Fund has had the same  manager  since its  inception,  and the
portfolios  pay the Manager fees at these annual rates based on a percentage  of
average daily net assets:  SmallCap and Capital  Appreciation--.85%;  and MidCap
Growth--.80%.

PORTFOLIO  MANAGERS

David Alger, Seilai Khoo and Ron Tartaro are the individuals responsible for the
day-to-day  management of portfolio  investments.  Mr.  Alger,  a manager of all
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 Cap and Capital Appreciation portfolios, has
been employed by Alger Management 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 portfolio, has been employed by Alger Management
since  1990,  as a senior  research  analyst  until  1995  and as a Senior  Vice
President and co-manager since 1995.

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 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 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  annually.  The Fund
expects  that its annual  distributions  to  shareholders  will  consist of both
capital gains and net investment income.

Participants in defined  contribution  and defined benefit 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 a plan  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
                                                      TOEGETHER THE VALUE OF THE
                                                         FUND'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 defined benefit and defined  contribution
plans.  An  individual  cannot invest in the Fund  directly,  but may do so only
through  one of these  sources.  The Fund's  shares are held in the names of the
plans.

The Fund's  shares can be  purchased  or  redeemed on any day the New York Stock
Exchange is open.  Orders will be processed at the NAV next  calculated  after a
purchase or redemption  request is received in good order by the transfer agent.
All orders for purchase of shares are subject to  acceptance or rejection 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>


FINANCIAL HIGHLIGHTS

[GRAPHIC OMITTED]

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  Portfolio 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,  is included in the Annual
Report, which is available upon request.

 ALGER SMALL CAP RETIREMENT PORTFOLIO

  For a share outstanding throughout the period
<TABLE>
<CAPTION>

                                                                                                         From
                                                                                                   November 8, 1993
                                                                                                   (commencement of
                                                                                                    operations) to
                                                              Year Ended October 31,                  Oct. 31(i)
- --------------------------------------------------------------------------------------------------------------------
                                               1999       1998        1997        1996        1995       1994
                                               -----      -----       -----       -----       -----      -----
<S>                                           <C>        <C>         <C>         <C>         <C>        <C>
  Net asset value, beginning of period        $16.37     $18.00      $17.87      $17.92      $10.83     $10.00
                                             -------    -------     -------     -------     -------    -------
  Net investment income (loss)                 (0.12)(ii) (0.08)      (0.10)      (0.05)      (0.07)     (0.07)
  Net realized and unrealized gain (loss)
    on investments                              8.65       0.02        3.13        1.72        7.23       0.90
                                             -------    -------     -------     -------     -------    -------
  Total from investment operations              8.53      (0.06)       3.03        1.67        7.16       0.83
  Distributions from net realized gains        (2.08)     (1.57)      (2.90)      (1.72)      (0.07)        --
                                             -------    -------     -------     -------     -------    -------
  Net asset value, end of period              $22.82     $16.37      $18.00      $17.87      $17.92     $10.83
                                             =======    =======     =======     =======     =======    =======
  Total Return                                 52.7%      (1.8%)      19.0%        9.2%       66.2%       8.3%
                                             =======    =======     =======     =======     =======    =======
  Ratios and Supplemental Data:
    Net assets, end of period
      (000's omitted)                        $63,711    $29,938     $31,499     $30,043     $23,002     $9,513
                                             =======    =======     =======     =======     =======    =======
    Ratio of expenses to average net assets    1.02%      1.03%       1.06%       1.05%       1.13%      1.47%
                                             =======    =======     =======     =======     =======    =======
    Ratio of net investment (income) loss
      to average net assets                   (0.57%)    (0.55%)     (0.62%)     (0.54%)     (0.73%)    (0.80%)
                                             =======    =======     =======     =======     =======    =======
    Portfolio Turnover Rate                  193.32%    169.97%     134.25%     182.49%     104.84%    186.76%
                                             =======    =======     =======     =======     =======    =======
</TABLE>


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

8

<PAGE>


  ALGER MIDCAP GROWTH RETIREMENT PORTFOLIO

  For a share outstanding throughout the period
<TABLE>
<CAPTION>

                                                                                                         From
                                                                                                   November 8, 1993
                                                                                                   (commencement of
                                                                                                    operations) to
                                                              Year Ended October 31,                  Oct. 31(i)
- ---------------------------------------------------------------------------------------------------------------------
                                               1999       1998        1997        1996        1995       1994
                                               -----      -----       -----       -----       -----      -----
<S>                                            <C>       <C>         <C>         <C>         <C>        <C>
  Net asset value, beginning of period         $8.83     $11.36      $14.48      $16.34      $11.66     $10.00
                                             -------    -------     -------     -------     -------    -------
  Net investment income (loss)                 (0.05)(ii) (0.06)(ii)  (0.15)      (0.07)      (0.07)     (0.09)
  Net realized and unrealized gain (loss)
    on investments                              3.78       1.78        3.46        1.09        6.07       1.75
                                             -------    -------     -------     -------     -------    -------
  Total from investment operations              3.73       1.72        3.31        1.02        6.00       1.66
  Distributions from net realized gains        (0.76)     (4.25)      (6.43)      (2.88)      (1.32)        --
                                             -------    -------     -------     -------     -------    -------
  Net asset value, end of period              $11.80      $8.83      $11.36      $14.48      $16.34     $11.66
                                             =======    =======     =======     =======     =======    =======
  Total Return                                 42.4%      11.5%       28.6%        6.2%       54.1%      16.6%
                                             =======    =======     =======     =======     =======    =======
  Ratios and Supplemental Data:
    Net assets, end of period
      (000's omitted)                        $28,233     $6,667      $6,435      $9,726     $10,914     $6,774
                                             =======    =======     =======     =======     =======    =======
    Ratio of expenses to average net assets    1.23%      1.22%       1.31%       1.16%       1.23%      1.53%
                                             =======    =======     =======     =======     =======    =======
    Ratio of net investment income (loss)
      to average net assets                   (0.49%)    (0.52%)     (0.79%)     (0.45%)     (0.69%)    (0.89%)
                                             =======    =======     =======     =======     =======    =======
    Portfolio Turnover Rate                  165.68%    184.23%     183.31%     170.21%     132.74%    134.06%
                                             =======    =======     =======     =======     =======    =======
</TABLE>

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


                                                                               9


<PAGE>

  ALGER CAPITAL APPRECIATION RETIREMENT PORTFOLIO(I)

  For a share outstanding throughout the period
<TABLE>
<CAPTION>
                                                                                                         From
                                                                                                   November 8, 1993
                                                                                                   (commencement of
                                                                                                    operations) to
                                                              Year Ended October 31,                  Oct. 31(ii)
- ----------------------------------------------------------------------------------------------------------------------
                                               1999       1998        1997        1996        1995       1994
                                               -----      -----       -----       -----       -----      -----
<S>                                            <C>        <C>         <C>        <C>         <C>        <C>
  Net asset value, beginning of period         $8.98      $9.70       $9.88      $12.72      $10.08     $10.00
                                           ---------    -------     -------     -------     -------    -------
  Net investment income (loss)                 (0.09)(iii)(0.08)(iii) (0.10)(iii) (0.07)      (0.19)     (0.23)
  Net realized and unrealized gain (loss)
    on investments                              7.63       2.96        2.51        0.83        5.30       0.31
                                           ---------    -------     -------     -------     -------    -------
  Total from investment operations              7.54       2.88        2.41        0.76        5.11       0.08
  Distributions from net realized gains        (0.33)     (3.60)      (2.59)      (3.60)      (2.47)        --
                                           ---------    -------     -------     -------     -------    -------
  Net asset value, end of period              $16.19      $8.98       $9.70       $9.88      $12.72     $10.08
                                           =========    =======     =======     =======     =======    =======
  Total Return                                 84.3%      28.1%       26.1%        6.1%       54.4%       0.8%
                                           =========    =======     =======     =======     =======    =======
  Ratios and Supplemental Data:
    Net assets, end of period
      (000's omitted)                        $96,711     $5,587      $4,520      $6,703      $8,116     $5,251
                                           =========    =======     =======     =======     =======    =======
    Ratio of expenses excluding
      interest to average net assets           1.28%      1.37%       1.47%       1.37%       1.43%      1.78%
                                           =========    =======     =======     =======     =======    =======
    Ratio of expenses including
      interest to average net assets           1.29%      1.44%       1.62%       1.44%       2.70%      2.87%
                                           =========    =======     =======     =======     =======    =======
    Ratio of net investment income (loss)
      to average net assets                   (0.59%)    (0.79%)     (1.02%)     (0.94%)     (2.32%)    (2.53%)
                                           =========    =======     =======     =======     =======    =======
    Portfolio Turnover Rate                  155.40%    177.09%     159.56%     203.46%     188.53%    229.11%
                                           =========    =======    ========     =======    ========   ========
    Amount of debt outstanding at end
      of period                                   --         --    $127,000          --    $302,600   $955,600
                                           =========    =======    ========     =======    ========   ========
    Average amount of debt outstanding
      during the period                      $42,036    $49,890    $127,915     $62,130    $939,600   $826,076
                                           =========    =======    ========     =======    ========   ========
    Average daily number of shares
      outstanding during the period        2,470,314    505,939     511,947     595,051     565,805    515,270
                                           =========    =======     =======     =======     =======    =======
    Average amount of debt per share
      during the period                       $ 0.02     $ 0.10      $ 0.25      $ 0.10      $ 1.66     $ 1.60
                                           =========    =======    ========     =======    ========    =======
</TABLE>

  (i) Prior toApril 12, 1996, the Alger Capital Appreciation Retirement
      Portfolio was the Alger Defined Contribution Leveraged AllCap Portfolio.
 (ii) Ratios have been annualized;  total return has not been annualized.
(iii) Amount was computed based on average shares outstanding during the year.

10

<PAGE>

FOR FUND INFORMATION:
By telephone:   1-800-992-3362

By mail:        The Alger Retirement Fund
                One 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 of the report.
You can  receive  free copies of these  reports by calling the Fund's  toll-free
number or by writing to the address above.

Another  way you can review and copy Fund  documents  is by  visiting  the SEC's
Public  Reference Room in Washington,  D.C.  Copies can also be obtained,  for a
duplicating  fee, by E-mail request to  [email protected]  or by writing to the
SEC's Public Reference Section,  Washington,  DC 20549-0102.  Information on the
operation of the Public  Reference Room is available by calling  1-202-942-8090.
Fund  documents are also  available on the  EDGARdatabase  on the SEC's Internet
site at http://www.sec.gov.

DISTRIBUTOR: FRED ALGER & COMPANY, INCORPORATED



The Alger Retirement Fund

SEC File #811-7986                                                          RP20


                                                                       THE ALGER
                                                                 RETIREMENT FUND

      AVAILABLE FOR INVESTMENT BY DEFINED
      CONTRIBUTION PLANS AND DEFINED
      BENEFIT PLANS


                                                                      PROSPECTUS
                                                               FEBRUARY 25, 2000


                                            ALGER SMALL CAP RETIREMENT PORTFOLIO
                                        ALGER MIDCAP GROWTH RETIREMENT PORTFOLIO
                                 ALGER CAPITAL APPRECIATION RETIREMENT 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  other
      government agency.



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