SPECTRA FUND INC
N-30D, 1997-01-03
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                          SPECTRA | Meeting the challenge
                             FUND | of investing




                                 Annual Report
                                October 31, 1996





                                                               December 16, 1996

Fellow Shareholders:

A YEAR-TO-DATE REVIEW

The fiscal year ended October 31, 1996 proved to be an interesting and turbulent
time in the market.  Spectra Fund posted a positive return for the  twelve-month
period,  although it lagged the relevant  market index to some degree.  The good
news is that we feel that many of the  factors  which  have  contributed  to our
recent  performance  are now behind us,  setting the stage for a strong  rebound
next year.

In a sense,  this  past  year  has  been  almost  a  circle.  We began  with the
assumption that the economy was  exceedingly  weak, went through a period dating
from  mid-March  to late  October  during  which the  popular  view was that the
economy was too strong,  and are now moving back in the direction of closing the
year where we began it.  During  this time,  the  markets'  volatility  has been
exacerbated by several "fear factors," which I believe are now behind us.

I thought it might be useful to discuss  these  factors and explain why they are
in our past.

      1.    The Federal Reserve

            Since March, the worries  concerning both the bond and stock markets
            have been that the economy was  growing  too  quickly,  unemployment
            levels were too low, and  inflation  was just around the corner.  It
            was  presumed  that  these  concerns  would lead to an  increase  in
            Federal  Reserve  driven rates,  most likely the Fed Funds rate, but
            also  possibly  the  discount  rate.  We have  maintained  that  the
            marketplace  was  exaggerating  the  extent of the  strength  in the
            economy and, as a result,  the Fed would not raise rates.  Thus far,
            we have been correct.

            One of the points that we have  consistently  made has been that the
            economy, in the second half, was going to slow dramatically from the
            rapid pace of the second  quarter.  On October 30th, the GDP for the
            third  quarter was  announced  and it  increased  a scant 2.2%,  now
            revised to 2%.  Moreover,  consumer  spending was up merely .6%, the
            smallest  increase in almost  five  years.  Real final sales were up
            just  .4%,  the  smallest  gain  since the  first  quarter  of 1993.
            Moreover,  the implicit price deflator was 1.6%, even lower than the
            diminutive  1.8%  of  the  second  quarter.   Furthermore,   payroll
            employment growth slowed significantly in the third quarter of 1996.
            Average  monthly gains  amounted to 113,000,  well below the rate of
            gain in the first half of 1996.

            All of this data leads us to the conclusion  that there should be no
            more concern about the Fed increasing interest rates this year.

      2.    Clinton-Phobia

            One of the market's  biggest concerns had been the prospect that the
            Democrats would regain control of the political  agenda.  So intense
            was this fear  that  healthcare  stocks,  thought  to be  especially
            vulnerable,  sold off dramatically prior to the election.  As we now
            know, the reality is far different. The Republicans retained control
            of the House of Representatives.  Additionally, they increased their
            control of the Senate by two seats. This election essentially forces
            a moderate agenda on President Clinton and probably dooms for a long
            time to come any return to  liberal  issues.  One can only  conclude
            that the election was a great triumph for investors.

      3.    Valuation Fears

            I am  frequently  asked to address  the  question  as to whether the
            market is or is not over-valued at present.  The answer emphatically
            is that it is not.  Contrast if you will,  the present  level of the
            S&P  Industrials  compared to 1987.  In 1987,  at its peak,  the S&P
            Industrials  was selling in excess of 20x earnings,  contrasted with
            the  long-bond  yielding  in  excess  of  9%.  At  present  the  S&P
            Industrials is selling at 18.1x consensus  estimates for 1997, while
            the long-bond is yielding 6.7%.

            I am also asked whether or not the deceleration of the economy could
            put downward  pressure on earnings,  thereby  impacting  the market.
            Growth  stocks  tend to do their best during  periods of  relatively
            slack  earnings.  For example,  1991 was a slow year in the economy,
            but one of the best years of performance in our history.  The reason
            for this is obvious. As the economy slows down,  investors turn away
            from large,  cyclical  stocks and  concentrate  on  smaller,  growth
            stocks  which can generate  increased  earnings  independent  of the
            economy.  This is made even more pronounced when it is preceded by a
            period  during  which  the  multiples  on  growth  stocks  have been
            compressed  relative to the market as a whole. This is certainly the
            case  in  the  current   environment.   For  example,   we  estimate
            preliminarily  that the 5 year  growth rate of the stocks in Spectra
            Fund is 23.1% as  compared to a trend line growth rate of 7% for the
            S&P  Industrials.  The P/E  multiple  for the  Fund,  based  on 1997
            estimates,  is 18.3x  which  compares  with the  multiple on the S&P
            Industrials  at 18.1x.  These numbers show that there is very little
            premium in terms of  valuation  between  Spectra  Fund and the index
            despite the fact that the growth rate on the stocks in the Fund is 3
            times faster than the index.

We believe, therefore, that we may have a trampoline effect next year. While our
target for the Dow in 1997 is in the 7200 to 7300  range,  we  believe  that the
Fund could do considerably better if everything works right.

PORTFOLIO MATTERS

Spectra  Fund's total  return for the year was 12.68%  versus a return of 24.10%
for the S&P 500. The economic uncertainty which prevailed throughout most of the
year resulted in defensive  positioning of investors.  As a result,  there was a
flight to larger, less volatile,  bluechip type stocks.  Therefore,  the S&P 500
enjoyed a very strong year, driven by the larger, stable companies in the index.
This Fund employs an "allcap"  (i.e.  small,  medium and large  capitalizations)
portfolio  management strategy,  and thus was relatively  underweighted in these
strong performing stocks. Additionally,  as smaller and mid cap stocks have been
significantly lagging the larger averages, the Fund's exposure to these types of
stocks through its allcap strategy have caused it to  underperform  the S&P 500,
which has relatively little exposure in these areas.

Although  activity  in  the  bond  market  made  the  economy  look,  at  times,
overheated,  corporate  profits  in the  first  half of the  year  were not that
strong.  As a result,  earnings  for many of the stocks held in the Fund grew at
rates which were below expectations.  Specifically,  the Fund's overweighting in
the  technology   sector  earlier  this  year,   most  notably   semiconductors,
contributed  to the  somewhat  lackluster  performance.  The Fund  was  impacted
further by its  midyear  exposure to  healthcare  related  stocks,  specifically
HMO's. During the June-July correction, these stocks were especially hard-hit as
increasing medical expenses hurt second quarter earnings. Currently, the Fund is
very  well  diversified  with  financial  services,   communications  equipment,
semiconductors and computer software constituting the top 4 industry groups.

LOOKING AHEAD

The longer term looks very bright.  Recently I have found myself being asked the
same  question,  "How long can this bull market go on?" I never hesitate to tell
people  that I expect  the  market,  as  measured  by the Dow  Jones  Industrial
Average,  to hit 10,000 by the end of the decade.  I think this answer  seems to
many to be either a bit far fetched or a number that I picked  because it sounds
good for the  media,  a nice  big,  round  number.  This is how the  10,000  was
derived:  I believe that the earnings per share of the Dow will be approximately
$365 in  1996.  If the  economy  is able to grow at a 3% rate in GDP  (which  it
should, on average), I believe the Dow can grow its earnings at a 10% rate. This
should  bring  earnings  in the year 2000 to about  $535 per  share.  The median
relationship  between the earnings  yield on the averages and the  long-bond has
been 75% over fifteen years.  Based on this number,  given a 7% long-bond (which
would  presume a 3%  inflation  rate and a 4% real rate of  return),  the market
should have a multiple of 19x. This, multiplied by its earnings, gives the Dow a
value of 10190; QED!

In conclusion,  I don't want to seem Panglossian,  but we seem to be in the best
of all possible worlds. Interest rates, politics, inflation, the economy and the
stock market all seem to be going in the right  direction at the same time.  The
result should be good performance for Spectra Fund.

                                        Respectfully submitted,


                                        /s/ DAVID D. ALGER
                                            David D. Alger
                                            President


SPECTRA FUND
$10,000 HYPOTHETICAL INVESTMENT ON JULY 1, 1986



<TABLE>
<CAPTION>
                      7/1/86   6/30/87  6/30/88  6/30/89  6/30/90  6/30/91  6/30/92  6/30/93  6/30/94   10/31/94  10/31/95  10/31/96

<S>                   <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>       <C>       <C>
Spectra Fund          $10,000  $11,188  $11,036  $12,246  $15,279  $17,666  $17,724  $24,391  $28,666   $31,513   $49,701   $56,002
S & P 500 Index       $10,000  $12,518  $11,655  $14,050  $16,366  $17,577  $19,700  $22,655  $22,974   $24,637   $31,154   $38,659
</TABLE>


The  chart  above  illustrates  the  growth in value of a  hypothetical  $10,000
investment made in Spectra Fund and the S & P 500 Index on July 1, 1986.  During
the period from July 1, 1986 through  February 11, 1996,  the Fund was organized
as a Massachusetts  corporation and operated as a closed-end investment company.
The figures for both Spectra Fund and the S & P 500 Index, an unmanaged index of
common stocks,  include  reinvestment of dividends.  Effective October 31, 1994,
Spectra changed its fiscal year end from June 30 to October 31.


PERFORMANCE COMPARISON THROUGH OCTOBER 31, 1996

<TABLE>
<CAPTION>

                                              Average Annual Return
                                   1 Year      5 Years    10 Years
                                   -------------------------------

        <S>                        <C>         <C>         <C>
        Spectra Fund               12.68%      23.39%      19.69%
        S & P 500 Index            24.10%      15.55%      14.66%
                                   -----------------------------
</TABLE>


The Fund's  average  annual  total  returns  include  changes in share price and
reinvestment of dividends and capital gain  distributions at market value.  Past
performance does not guarantee future results.  Investment  return and principal
will  fluctuate  and the Fund's  shares when  redeemed may be worth more or less
than their original cost.


SPECTRA FUND
SCHEDULE OF INVESTMENTS
October 31, 1996

<TABLE>
<CAPTION>

  Shares  Common Stocks--98.7%                      Value
- ---------------------------------------------------------------

  <C>     <S>                                       <C>
          AEROSPACE--4.5%
   3,000  Boeing Company (The)...................   $   286,125
   3,000  Sundstrand Corp........................       120,750
   5,000  Wyman Gordon Co.*......................       110,000
                                                    -----------
                                                        516,875
                                                    -----------
          APPAREL--.7%
   1,500  Tommy Hilfiger Corporation*............        78,000
                                                    -----------
          BIO-TECHNOLOGY--1.1%
   2,000  Amgen Inc.*............................       122,626
                                                    -----------
          CHEMICALS--2.1%
   6,200  Monsanto Co............................       245,675
                                                    -----------
          COMMUNICATIONS--6.5%
   1,200  LCI International Inc.*................        38,250
     900  Lucent Technologies Inc................        42,300
     900  MFS Communications Co. Inc.*...........        45,113
   4,500  Northern Telecom Ltd...................       293,063
   1,600  PictureTel Corp.*......................        43,200
   2,500  Saville Systems PLC ADR*...............       107,813
   7,200  WorldCom Inc.*.........................       175,500
                                                    -----------
                                                        745,239
                                                    -----------
          COMMUNICATIONS EQUIPMENT--11.8%
   4,900  Ascend Communications, Inc.*...........       320,338
   1,500  Cascade Communications Corp.*..........       108,938
   5,000  Cisco Systems, Inc.*...................       309,375
   2,200  Pairgain Technologies, Inc.*...........       151,525
   5,500  Tellabs, Inc.*.........................       468,188
                                                    -----------
                                                      1,358,364
                                                    -----------
          COMPUTER RELATED & BUSINESS
           EQUIPMENT--4.2%
   2,600  Sun Microsystems Inc.*.................       158,600
   4,000  3 Com Corp.*...........................       270,500
   1,200  Xerox Corp.............................        55,650
                                                    -----------
                                                        484,750
                                                    -----------
          COMPUTER SERVICES--5.3%
   5,300  Automatic Data Processing Inc..........       220,613
   3,700  International Network Services*........       132,275
   2,000  National Data Corp.....................        82,250
   3,000  Paychex, Inc...........................       171,000
                                                    -----------
                                                        606,138
                                                    -----------
          COMPUTER SOFTWARE--12.7%
   4,100  Compuware Corp.*.......................   $   216,275
   2,800  Electronics For Imaging Inc.*..........       201,600
   2,500  HBO & Company..........................       150,313
  12,000  Informix Corporation*..................       266,256
   4,100  Medic Computer Systems, Inc.*..........       115,825
   1,600  MicroSoft Corporation*.................       219,600
   3,600  Parametric Technology Corporation*.....       175,950
   6,500  Structural Dynamics Research Corp.*....       115,375
                                                    -----------
                                                      1,461,194
                                                    -----------
          COMPUTER TECHNOLOGY--4.3%
   3,900  Adaptec, Inc.*.........................       237,413
   2,700  Citrix Systems, Inc.*..................       149,175
   3,600  Sterling Commerce, Inc.*...............       101,250
                                                    -----------
                                                        487,838
                                                    -----------
          CONSUMER PRODUCTS--.9%
   1,100  Colgate Palmolive Co...................       101,200
                                                    -----------
          DEFENSE--1.6%
   2,100  Lockheed Martin Corp...................       188,213
                                                    -----------
          ENERGY & ENERGY SERVICES--1.5%
   1,700  Schlumberger Ltd.......................       168,513
                                                    -----------
          FINANCIAL SERVICES--8.4%
   2,500  Chase Manhattan Corp...................       214,375
   3,300  Citicorp...............................       326,700
   2,451  First Data Corporation.................       195,467
   1,000  GreenTree Financial Corp.*.............        39,625
   3,700  Money Store, Inc. (The)................        95,275
   3,500  Schwab (Charles) Corporation (The).....        87,500
                                                    -----------
                                                        958,942
                                                    -----------
          FOOD CHAINS--.5%
   1,300  Safeway Inc............................        55,738
                                                    -----------
          HEALTHCARE--4.4%
   1,900  Johnson & Johnson......................        93,575
   2,000  Eli Lilly & Company....................       141,000
   2,000  Merck & Co., Inc.......................       148,250
   2,000  SmithKline Beecham PLC ADS.............       125,250
                                                    -----------
                                                        508,075
                                                    -----------
          INSURANCE--2.4%
   2,500  American International Group, Inc......       271,563
                                                    -----------
          LEISURE & ENTERTAINMENT--2.6%
   8,600  International Game Technology..........       181,675
   5,500  Mirage Resorts, Incorporated*..........       121,000
                                                    -----------
                                                        302,675
                                                    -----------
          MEDICAL DEVICES--.6%
   3,000  Hologic, Inc.*.........................   $    68,250
                                                    -----------
          MEDICAL SERVICES--.5%
   2,000  PhyCor, Inc.*..........................        62,000
                                                    -----------
          METALS--.4%
   1,500  Titanium Metals Corporation*...........        46,125
                                                    -----------
          OIL & GAS--.8%
   2,000  Tidewater Inc..........................        87,500
                                                    -----------
          PHARMACEUTICALS--3.1%
   3,200  Astra AB-Sponsored ADS Series A........       146,800
     500  Bristol Myers Squibb Co................        52,875
   1,900  Pfizer Inc.............................       157,225
                                                    -----------
                                                        356,900
                                                    -----------
          POLLUTION CONTROL--1.8%
   6,300  USA Waste Services, Inc................       201,600
                                                    -----------
          RESEARCH--1.4%
   5,400  Gartner Group Inc. Class A*............       166,050
                                                    -----------
          RESTAURANTS & LODGING--2.1%
   6,000  Lone Star Steakhouse & Saloon, Inc.*...       153,750
   4,000  Outback Steakhouse, Inc.*..............        92,752
                                                    -----------
                                                        246,502
                                                    -----------
          RETAILING--6.2%
   3,800  Gucci Group N.V........................       262,200
   4,500  Home Depot, Inc........................       246,375
   2,500  Nine West Group Inc.*..................       124,680
   2,100  TJX Companies, Inc.*...................        84,000
                                                    -----------
                                                        717,255
                                                    -----------
          SEMI-CONDUCTORS--4.0%
   2,100  Altera Corporation*....................   $   130,200
   3,000  Intel Corp.............................       329,625
                                                    -----------
                                                        459,825
                                                    -----------
          MISCELLANEOUS--2.3%
   3,700  Loewen Group Inc.......................       146,617
   4,000  Service Corporation International......       114,000
                                                    -----------
                                                        260,617
                                                    -----------
          Total Common Stocks
           (Cost $10,393,842)....................    11,334,242
                                                    -----------
          Warrants

          MANUFACTURING
      72  Windmere Corp.*
           expire 1/19/98 (Cost $54).............           603
                                                    -----------
          Preferred Stock--.5%
          COMMUNICATIONS
   1,300  Nokia Corporation, ADR
           (Cost $61,328)........................        60,288
                                                    -----------
<CAPTION>

   Principal  Short-Term Corporate
    Amount     Notes--3.3%
- ---------------------------------------------------------------

<C>           <S>                                   <C>
$   173,000   Dynamic Funding Corp. Series A,
               5.35%, 11/6/96 ...................       172,870
    209,000   Reliastar Mortgage Co., 5.28%,
               11/13/96..........................       208,630
                                                    -----------
              Total Short-Term Corporate Notes
               (Cost $381,500)...................       381,500
                                                    -----------

Total Investments (Cost $10,836,724)(a)..  102.5%    11,776,633

Liabilities in Excess of Other Assets....   (2.5)      (291,982)
                                           --------------------

Net Assets...............................  100.0%   $11,484,651
                                           ====================


<FN>
- --------------------
<F1> *     Non-income producing security.
<F2> (a)   At October 31, 1996, the net unrealized appreciation on investments, based
           on cost for  federal  income tax  purposes  of  $10,836,724,  amounted  to
           $939,909 which  consisted of aggregate  gross  unrealized  appreciation of
           $1,217,264 and aggregate gross unrealized depreciation of $277,355.
</FN>
</TABLE>


SPECTRA FUND
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1996

<TABLE>

<S>                                                              <C>         <C>
ASSETS:
  Investments in securities, at value (cost $10,836,724), see 
   accompanying schedule of investments........................              $ 11,776,633
  Cash.........................................................                    66,352
  Receivable for investment securities sold....................                   111,601
  Receivable for shares of beneficial interest sold............                   120,897
  Dividend receivable..........................................                     2,855
  Prepaid expenses and other assets............................                    11,062
                                                                             ------------
      Total Assets.............................................                12,089,400
                                                                             ------------                          
LIABILITIES:
  Payable for investment securities purchased..................  $ 557,532
  Payable for shares of beneficial interest redeemed...........      1,370
  Investment advisory fee payable..............................     14,083
  Trustees' fees payable.......................................        836
  Accrued expenses.............................................     30,928
                                                                 ---------
      Total Liabilities........................................                   604,749
                                                                             ------------                          
NET ASSETS.....................................................              $ 11,484,651
                                                                             ============                          
NET ASSETS CONSIST OF:
  Paid-in capital..............................................              $ 11,310,999
  Undistributed net investment income (accumulated loss).......                  (848,724)
  Undistributed net realized gain..............................                    82,467
  Net unrealized appreciation..................................                   939,909
                                                                             ------------
NET ASSETS.....................................................              $ 11,484,651
                                                                             ============
Shares of beneficial interest outstanding--Note 4..............                   843,549
                                                                             ============
NET ASSET VALUE PER SHARE......................................              $      13.61
                                                                             ============
</TABLE>


                       See Notes to Financial Statements.



SPECTRA FUND
STATEMENT OF OPERATIONS
For the year ended October 31, 1996

<TABLE>

<S>                                                               <C>         <C>
INVESTMENT INCOME:
  Income:
    Dividends..................................................               $  28,123
    Interest...................................................                  25,045
                                                                              ---------
      Total Income.............................................                  53,168
  Expenses:
    Investment advisory fees--Note 2(a)........................   $  99,209
    Professional fees..........................................      31,496
    Shareholder reports........................................      19,830
    Shareholder servicing fees--Note 2(e)......................      12,856
    Custodian and transfer agent fees..........................      20,786
    Trustees' fees.............................................       1,000
    Miscellaneous..............................................      23,068
                                                                  ---------
                                                                    208,245

    Less, earnings credits--Note 1(e)..........................      (1,947)
    Less, expense reimbursements--Note 2(a)....................     (44,547)
                                                                  ----------
      Total Net Expenses.......................................                 161,751
                                                                              ---------
NET INVESTMENT LOSS............................................                (108,583)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized loss on investments.............................     (79,935)
  Net increase in unrealized appreciation of investments.......     848,827
                                                                  ---------
      Net realized and unrealized gain (loss) on investments...                 768,892
                                                                              ---------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...........               $ 660,309
                                                                              =========
</TABLE>


STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                           Year Ended       Year Ended
                                                                           October 31,      October 31,
                                                                              1996             1995
                                                                          ------------     ------------

<S>                                                                       <C>              <C>
Net investment loss....................................................   $   (108,583)    $  (137,274)
Net realized gain (loss) on investments................................        (79,935)      2,271,024
Net change in unrealized appreciation (depreciation) of investments....        848,827        (410,332)
                                                                          ----------------------------
      Net increase in net assets resulting from operations.............        660,309       1,723,418

Dividends to shareholders:
      Net realized gains...............................................     (2,133,339)     (1,180,910)
                                                                          ----------------------------
Net increase from shares of beneficial interest  transactions--Note 4..      7,583,606              --
                                                                          ----------------------------
      Total increase in net assets.....................................      6,110,576         542,508
                                                                          ----------------------------
Net assets:
  Beginning of year....................................................      5,374,075       4,831,567
                                                                          ----------------------------
  End of year (including accumulated net investment loss of $848,724
   and $740,141, respectively).........................................   $ 11,484,651     $ 5,374,075
                                                                          ============================
</TABLE>


                       See Notes to Financial Statements.



SPECTRA FUND
FINANCIAL HIGHLIGHTS
For a share outstanding throughout the period


<TABLE>
<CAPTION>

                                                  Year          Year       Four Months
                                                  Ended         Ended         Ended
                                               October 31,   October 31,   October 31,            Year Ended June 30,
                                               -----------   -----------   -----------   ------------------------------------
                                                  1996          1995          1994(i)       1994         1993         1992
                                               -----------   -----------   -----------   ----------   ----------   ----------

<S>                                            <C>           <C>           <C>           <C>          <C>          <C>
Net asset value, beginning of period.........  $20.93        $18.82        $17.12        $19.02       $17.93       $19.50
                                               ------------------------------------------------------------------------------
Net investment loss..........................   (0.23)(ii)    (0.53)        (0.10)        (0.28)       (0.29)       (0.22)
Net realized and unrealized gain on
 investments.................................    1.22          7.24          1.80          2.66         3.70         1.65
                                               ------------------------------------------------------------------------------
Total from investment operations.............    0.99          6.71          1.70          2.38         3.41         1.43
Distributions from net realized gains........   (8.31)        (4.60)           --         (4.28)       (2.32)       (3.00)
                                               ------------------------------------------------------------------------------
Net asset value, end of period...............  $13.61        $20.93        $18.82        $17.12       $19.02       $17.93
                                               ==============================================================================

Total Return(iii)............................   12.68%        57.72%         9.93%        17.53%       23.66%       11.65%
                                               ==============================================================================

Ratios and Supplemental Data:
  Net assets, end of period (000's omitted)..  $11,485       $5,374        $4,832        $4,394       $4,884       $4,603
                                               ==============================================================================

  Ratio of expenses to average net assets....    2.55%(iv)     3.76%(iv)     2.75%(v)      2.59%(v)     2.57%(v)     2.14%(v)
                                               ==============================================================================

  Decrease reflected in above expense ratio 
   due to expense reimbursements--Note 2(a)..     .69%           --            --            --           --           --
  Ratio of net investment loss to average
   net assets................................   (1.69)%       (3.05)%       (1.72)%       (1.47)%      (1.55)%      (1.07)%
                                               ==============================================================================

  Portfolio Turnover Rate....................  197.04%       207.25%        56.24%       116.61%      100.17%       63.54%
                                               ==============================================================================

  Average Commission Rate Paid...............  $.0661
                                               ======

<FN>
- --------------------
<F1> (i)    Ratios have been annualized; total return has not been annualized.
<F2> (ii)   Amount was computed based on average shares outstanding during the year.
<F3> (iii)  Dividends and  distributions  paid when the Fund operated as a closed-end
            fund (i.e.  prior to  February  12,  1996) have been  reflected  as being
            reinvested at market value.
<F4> (iv)   Reflects total expenses, including fees offset by earnings  credits.  The
            expense ratio net of earnings credits would have been 2.52% and 3.69% for
            the years ended October 31, 1996 and 1995, respectively.
<F5> (v)    Expense  ratios for the periods  ended prior to October 31, 1995,  do not
            reflect the effect of fees offset by earnings credits, if any.
</FN>
</TABLE>


                       See Notes to Financial Statements.


SPECTRA FUND
NOTES TO FINANCIAL STATEMENTS

NOTE 1--Summary of Significant Accounting Policies:

      Spectra  Fund  (the  "Fund")  is  a  non-diversified  open-end  registered
investment company organized as an unincorporated  business trust under the laws
of the Commonwealth of Massachusetts.

      Prior to February 12, 1996,  the Fund operated as a closed-end  investment
company and a Massachusetts corporation.

      Effective October 31, 1994, the Fund changed its fiscal year end from June
30 to October 31.

      The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements.

(a)  Investment  Valuation--Investments  in  securities  are valued at 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 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.  Short-term
corporate notes are valued at amortized cost which approximates market value.

(b) Securities Transactions and Investment  Income--Securities  transactions are
recorded  on a trade  date  basis.  Realized  gains and losses  from  securities
transactions  are  recorded  on the  basis of the  first-in,  first-out  method.
Dividend  income is recognized on the  ex-dividend  date and interest  income is
recognized on the accrual basis.

(c) Dividends to Shareholders--Dividends payable to shareholders are recorded by
the Fund on the  ex-dividend  date.  Dividends  from net  investment  income and
dividends  from net realized  gains are declared and paid annually after the end
of the fiscal year in which earned.

(d)  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 its taxable  income,  including net realized
capital gains, to its shareholders.  Therefore,  no Federal income tax provision
is required.  As of October 31, 1996, the net capital loss  carryforward  of the
Fund which may be used to offset  future net  realized  gains was  approximately
$51,000 and expires in 2004.

(e) Earnings Credits--The Fund's custodian fees have been reduced as a result of
earnings credits  received on overnight cash balances.  Balances left on deposit
with the custodian preclude their use elsewhere.

(f)  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 2--Investment Advisory Fees and Other Transactions with Affiliates:

(a) Investment  Management  Fees--The  Fund's  investment  adviser is Fred Alger
Management,  Inc.  ("Alger  Management").   Prior  to  February  12,  1996,  the
management  agreement  with  the  Adviser  provided  that  the  Fund  pay  Alger
Management its costs for providing services to the Fund.

      On February 12, 1996, a new  management  agreement  (the "New  Agreement")
became effective which provides for the payment of an investment  management fee
based on the value of the  average  daily net  assets of the Fund at the  annual
rate of 1.50%.

      The  New  Agreement  further  provides  that  if in any  fiscal  year  the
aggregate  expenses  of  the  Fund,   excluding   interest,   taxes,   brokerage
commissions,  distribution fees and extraordinary  expenses,  exceed the expense
limitation of any state securities laws having jurisdiction over the Fund, Alger
Management will reimburse the Fund for the excess expense to the extent required
by such state laws.  During the year ended  October 31, 1996,  Alger  Management
reimbursed the Fund $44,547, pursuant to the state expense limitation applicable
to the Fund.  Subsequent to year end, no state expense limitations will apply to
the Fund.

(b) Transfer Agent Fees--Alger Shareholder Services, Inc. ("Alger Services"), an
affiliate of Alger Management, serves as transfer agent for the Fund. During the
year ended October 31, 1996, the Fund incurred fees of approximately  $8,200 for
services  provided by Alger  Services and  reimbursed  approximately  $2,400 for
transfer agent related expenses paid by Alger Services on behalf of the Fund.

(c) Brokerage Commissions--During the year ended October 31, 1996, the Fund paid
Fred  Alger &  Company,  Incorporated  ("Alger  Inc."),  an  affiliate  of Alger
Management, $17,275 in connection with securities transactions.

(d) Trustees'  Fees--Certain trustees and officers of the Fund are directors and
officers of Alger Management,  Alger Inc. and Alger Services. The Fund pays each
trustee who is not affiliated with Alger  Management or its affiliates an annual
fee of $250.

(e)  Shareholder  Servicing  Fees--The  Fund  has  entered  into  a  shareholder
servicing  agreement with Alger Inc.  whereby Alger Inc.  provides the Fund with
ongoing  servicing of shareholder  accounts.  As compensation for such services,
the Fund pays Alger Inc.  a monthly  fee at an annual  rate equal to .25% of the
Fund's average daily net assets.

(f) Other  Transactions With  Affiliates--At  October 31, 1996, Alger Management
and its affiliates owned 536,395 shares of the Fund.


NOTE 3--Securities Transactions:

      During the year ended October 31, 1996,  purchases and sales of investment
securities,   excluding  short-term   securities,   aggregated  $17,479,555  and
$11,997,625, respectively.


NOTE 4--Share Capital:

      The Fund has an  unlimited  number  of  authorized  shares  of  beneficial
interest of $.001 par value.

      During  the year  ended  October  31,  1996,  transactions  of  shares  of
beneficial interest were as follows:

<TABLE>
<CAPTION>
                                        Shares       Amount
                                       --------   ------------

         <S>                           <C>        <C>
         Shares sold.................   740,865   $ 9,572,977
         Shares redeemed.............  (154,036)   (1,989,371)
                                       ----------------------
         Net increase................   586,829   $ 7,583,606
                                       ======================
</TABLE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders and Board of Trustees of Spectra Fund:

      We have audited the  accompanying  statement of assets and  liabilities of
Spectra  Fund (a  Massachusetts  business  trust),  including  the  schedule  of
investments, as of October 31, 1996, and the related statement of operations for
the year then ended,  the statement of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the two
years in the period then ended,  for the four months in the period ended October
31,  1994,  and for each of the three years in the period  ended June 30,  1994.
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.  Our  procedures  included  confirmation  of securities  owned as of
October 31, 1996, 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
Spectra Fund as of October 31, 1996,  the results of its operations for the year
then  ended,  the  changes  in its net  assets  for each of the two years in the
period then ended, and the financial highlights for each of the two years in the
period then ended, for the four months in the period ended October 31, 1994, and
for each of the three years in the period  ended June 30,  1994,  in  conformity
with generally accepted accounting principles.

                                                            ARTHUR ANDERSEN LLP

New York, New York
December 16, 1996



                      SPECTRA | Meeting the challenge
                         FUND | of investing



Board of Trustees

Fred M. Alger, Chairman
David D. Alger
Arthur M. Dubow
Stephen E. O'Neil
Nathan E. Saint-Amand
John T. Sargent
- --------------------------------------------

Investment Adviser

Fred Alger Management, Inc.
75 Maiden Lane
New York, N.Y. 10038
- --------------------------------------------

Transfer Agent and Dividend Disbursing Agent

Alger Shareholder Services, Inc.
30 Montgomery Street, Box 2001
Jersey City, N.J. 07302-9811
- --------------------------------------------

This report is submitted  for the general  information  of the  shareholders  of
Spectra Fund. It is not authorized  for  distribution  to prospective  investors
unless  accompanied  by an effective  Prospectus  for the Fund,  which  contains
information concerning the Fund's investment policies, fees and expenses as well
as other pertinent information.






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