SPECTRA FUND INC
N-30D, 2000-01-06
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FELLOW SHAREHOLDERS:
                                                              November 24, 1999

THE YEAR IN REVIEW


       As 1999 draws to a close,  investors  may look back on this decade as one
of remarkable  opportunity.  From January 1, 1990 through  October 31, 1999, the
value of the U.S. stock market rose nearly 393%, as measured by the S&P 500. The
current  economic boom has lasted 101 months,  one month short of the record for
this century.  And the lengthy economic expansion,  combined with relatively low
interest  rates and low inflation,  has  contributed  to an  unprecedented  four
consecutive years of 20%-plus returns for stock investors,  with few significant
corrections along the way.

       The last two years have seen an increase in day-to-day  volatility,  more
in line with longer term norms. This trend continued in 1999, driven by concerns
over the stability of global financial  systems and the shorter term outlook for
U.S. interest rates.

       Year to date,  1999 has again  generated  double-digit  returns for stock
investors,  with the S&P 500 up 12.03% from January  through the end of October.
Strong  economic  growth - a 3.7% rise in GDP in the first quarter - contributed
to the Dow Jones  Industrial  Average's  push above all  records to close  above
10,000 in March.  From May to July,  the Dow traded in the 11,000  range  before
falling  back on fears of higher  interest  rates and  concerns  that stocks had
become overvalued. During the second quarter, concerns about potential inflation
increased as unemployment  remained at its lowest levels since 1970.  While core
inflation  remained in the 2% range,  oil prices  began rising early in the year
and had nearly doubled by July. This was largely a political  rather than a true
supply/demand  effect and has not had a broad  effect on market  prices,  yet it
bears watching in coming months.

       Concerns  about  potential  increases in core  inflation  led the Federal
Reserve to adopt a tightening bias during the second  quarter.  In the following
months, the Federal Open-Market Committee twice raised short-term interest rates
to forestall  potential  increases  in  inflation.  In the bond  markets  higher
interest rates pushed prices lower,  particularly  at the short and long ends of
the maturity spectrum.

       In this  environment,  market gains in the first quarter of 1999 were led
by the large-cap,  blue-chip  growth  companies,  as investors sought a sense of
security in the wake of 1998's Asian  currency  crisis and Russian debt default.
As recovery in Asia became more certain,  the second quarter saw a resurgence of
interest  in  smaller-cap  issues.  Small-cap  value  stocks  turned in the best
results and large-cap growth stocks turned in the worst.

       The third quarter of 1999 saw an overall decline in domestic stocks.  The
S&P  500  fell   6.25%,   while  the  S&P  MidCap  400  Index   dropped   8.40%.
Small-capitalization stocks, as measured by the Russell 2000 Growth Index, fared
slightly better, falling 4.91% during the same quarter.  Overall,  growth stocks
again outperformed value stocks.  Factors affecting the market's  performance in
the third  quarter  included  the  potential  impact on earnings  of  technology
companies from the earthquake in Taiwan and continued uncertainty about interest
rates. Entering the fourth quarter, there were gains in October with the S&P 500
returning 6.33%, led by a recovery in technology  stocks.  The  technology-laden
Nasdaq 100 rose 9.54% for the month.


PORTFOLIO MATTERS

       By  maintaining  a  focus  on  bottom-up  stock  selection  in  a  market
environment  that evidenced clear biases toward certain  segments of the market,
the Fund  outperformed  its  benchmark.  During the 12 months ended  October 31,
1999,  Spectra Fund gained 62.66% compared to the S&P 500's rise of 25.67%.  The
Fund's all-cap approach (investing in


<PAGE>

small-,  mid-  and  large-capitalization   stocks)  contributed  to  its  strong
performance as investors focused first on large-cap stocks early in the year and
then  favored  smaller  issues  after  the first  quarter  of 1999.  The  Fund's
substantial holdings in carefully selected Internet, technology, communications,
and retail  stocks  helped it to post  significantly  stronger  results than its
benchmark index.  Technology stocks benefited from increased capital spending on
new technology by corporations.  The consumer and retail sectors were positively
affected by continued low employment and strong economic growth.


LOOKING AHEAD

       The  Spectra  Fund is  managed  to pursue  its  investment  objective  by
applying an investment philosophy which we at Fred Alger Management believe will
serve investors well as we enter the next millennium. Changing demographics, new
technologies,  and ever-increasing  sophistication in the financial markets will
create new  opportunities in the decades to come.  Through rigorous  fundamental
research, coupled with advanced analytic capabilities,  we will continue to seek
out companies that offer investors the potential for superior returns.



       Respectfully submitted,


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

                                       2
<PAGE>
- --------------------------------------------------------------------------------
SPECTRA FUND PORTFOLIO HIGHLIGHTS THROUGH OCTOBER 31, 1999 (UNAUDITED)
$10,000 HYPOTHETICAL INVESTMENT FROM JULY 1, 1989 TO OCTOBER 31, 1999
- --------------------------------------------------------------------------------
[The following table represents a chart in the printed piece]

         Spectra Fund     S&P 500 Index
7/1/89       10000             10000
6/30/90      12476             11649
6/30/91      14426             12511
6/30/92      16106             14191
6/30/93      19917             16125
6/30/94      23408             16352
10/31/94     25732             17536
10/31/95     40585             22174
10/31/96     45730             27516
10/31/97     57826             36354
10/31/98     67623             44346
10/31/99    109997             55729


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, 1989.  During
the period from July 1, 1989 through  February 11, 1996,  the Fund 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 AS OF OCTOBER 31, 1999
                                  Average Annual Returns
                           1             5          10
                          Year         Years       Years
              -----------------------------------------
   Spectra Fund            62.66%     33.71%      25.93%
   S & P 500 Index         25.67%     26.02%      17.82%
  -----------------------------------------------------------------------------


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.


                                       3

<PAGE>


SPECTRA FUND
SCHEDULE OF INVESTMENTS
OCTOBER 31, 1999

<TABLE>
<CAPTION>
  SHARES                                                      VALUE
- ----------   COMMON STOCKS-97.4%                         --------------
<S>          <C>                                         <C>
             ADVERTISING-1.0%
 61,700      Omnicom Group Inc. ......................   $ 5,429,600
                                                         -----------
             AEROSPACE-1.7%
163,150      Allied Signal Inc. ......................     9,289,353
                                                         -----------
             BIO-TECHNOLOGY-1.8%
122,400      Amgen Inc.* .............................     9,761,400
                                                         -----------
             BROADCASTING-3.9%
 95,000      Cablevision Systems Corp. Cl. A. ........     6,418,439
187,428      Clear Channel Communications Inc.*.......    15,064,526
                                                         -----------
                                                          21,482,965
                                                         -----------
             BUSINESS SERVICES-2.2%
 34,200      Ariba Inc.* .............................     5,301,000
239,200      IMS Health Inc. .........................     6,936,800
                                                         -----------
                                                          12,237,800
                                                         -----------
             COMMUNICATION
             EQUIPMENT-8.1%
251,700      Cisco Systems, Inc.* ....................    18,625,800
 26,900      JDS Uniphase Corp.* .....................     4,488,937
165,900      Motorola, Inc. ..........................    16,164,881
 40,800      SDL Inc.* ...............................     5,031,150
  1,100      Sycamore Networks Inc.* .................       236,500
                                                         -----------
                                                          44,547,268
                                                         -----------
             COMMUNICATIONS-18.7%
217,300      America Online Inc.* ....................    28,181,094
 59,798      At Home Corp. Series A.* ................     2,234,950
335,900      Comcast Corp. Cl. A. Special ............    14,149,788
129,900      COX Communications Inc. Cl. A.* .........     5,902,331
170,400      Global Telesystems Group Inc.* ..........     4,078,950
163,000      MCI Worldcom Inc.* ......................    13,987,438
104,000      McLeodUSA Inc. Cl. A.* ..................     4,641,000
118,900      Nextel Communications Inc. Cl. A.* ......    10,247,695
 28,300      Qualcomm Inc.* ..........................     6,303,825
 43,200      RealNetworks Inc.* ......................     4,738,500
 39,700      Rhythms NetConnections Inc.* ............     1,158,744
 48,700      Sprint Corp. ............................     3,619,019
 37,200      Sprint Corp. PCS Series 1* ..............     3,085,275
                                                         -----------
                                                         102,328,609
                                                         -----------
             COMPUTER RELATED &
             BUSINESS EQUIPMENT-5.4%
267,300      Dell Computer Corp.* ....................    10,725,413
178,100      Sun Microsystems Inc.* ..................    18,845,207
                                                         -----------
                                                          29,570,620
                                                         -----------
</TABLE>



<TABLE>
<CAPTION>
  SHARES                                                       VALUE
- ----------   COMMON STOCKS-(CONTINUED)                     -------------
<S>          <C>                                           <C>
             COMPUTER SERVICES-11.6%
110,300      CNET Inc.* ................................   $5,204,781
150,100      eBay Inc.* ................................   20,282,263
197,100      Exodus Communications, Inc.* ..............   16,950,600
119,921      Yahoo Inc.* ...............................   21,473,354
                                                           ----------
                                                           63,910,998
                                                           ----------
             COMPUTER SOFTWARE-5.2%
 36,500      BMC Software Inc.* ........................    2,342,844
271,400      Microsoft Corporation* ....................   25,121,464
 42,000      NetScout Systems Inc.* ....................      861,000
                                                           ----------
                                                           28,325,308
                                                           ----------
             CONGLOMERATE-2.6%
355,764      Tyco International Ltd. ...................   14,208,324
                                                           ----------
             ENERGY & ENERGY
             SERVICES-3.3%
 49,000      Calpine Corp.* ............................    2,823,625
120,800      EOG Resources Inc. ........................    2,514,150
242,300      Halliburton Co. ...........................    9,131,682
161,000      Nabors Industries Inc.* ...................    3,652,686
                                                           ----------
                                                           18,122,143
                                                           ----------
             FINANCIAL SERVICES-3.3%
223,000      Citigroup Inc. ............................   12,069,875
 55,100      Morgan Stanley Dean Witter & Co. ..........    6,078,219
                                                           ----------
                                                           18,148,094
                                                           ----------
             OIL & GAS-.4%
 63,700      B.J. Services Company* ....................    2,185,705
                                                           ----------
             PHARMACEUTICALS-.4%
 29,350      Bristol Myers Squibb Co. ..................    2,254,447
                                                           ----------
             RETAILING-8.4%
149,400      Amazon.com Inc.* ..........................   10,551,375
 84,500      Best Buy Company Inc.* ....................    4,695,031
 59,400      Costco Wholesale Corp.* ...................    4,770,563
211,900      Home Depot, Inc. ..........................   15,998,450
180,700      Wal-Mart Stores Inc. ......................   10,243,431
                                                           ----------
                                                           46,258,850
                                                           ----------
             SEMICONDUCTORS-14.2%
181,700      Altera Corporation* .......................    8,835,164
 36,400      Broadcom Corp Cl. A.* .....................    4,652,375
 69,000      Conexant Systems Inc.* ....................    6,442,875
132,400      Intel Corp. ...............................   10,252,725
109,400      Linear Technology Corporation .............    7,651,163
187,800      Micron Technology Inc.* ...................   13,392,487
116,600      Texas Instruments, Incorporated ...........   10,464,850
208,200      Xilinx, Inc.* .............................   16,369,725
                                                           ----------
                                                           78,061,364
                                                           ----------
</TABLE>

                                       4


<PAGE>

SPECTRA FUND
SCHEDULE OF INVESTMENTS (CON'T)
OCTOBER 31, 1999

<TABLE>
<CAPTION>
  SHARES                                          VALUE
- ---------- COMMON STOCKS-(CONTINUED)         --------------
<S>        <C>                               <C>
           SEMICONDUCTOR
           CAPITAL EQUIPMENT-5.2%
 163,100   Applied Materials Inc.* .........  $ 14,648,419
  80,800   ASM Lithography Holding NV* .....     5,868,100
 203,200   Teradyne, Inc.* .................     7,823,200
                                              ------------
                                                28,339,719
                                              ------------
           Total Common Stocks
            (Cost $405,883,422) ............   534,462,567
                                              ------------

  SHARES                                         VALUE
- ---------- PREFERRED STOCK-.6%             ---------------
           COMMUNICATION
           EQUIPMENT
  28,300   Nokia Corporation, ADR
           (Cost $2,024,317) .............   $  3,270,419
                                             ------------
  PRINCIPAL
    AMOUNT
- -------------    SHORT-TERM CORPORATE NOTES-.2%
 $1,200,000   Holland Limited Securitization Inc.,
              5.38%, 11/19/99 (a)
              (Cost $1,196,771).............    1,196,771
                                             ------------
Total Investments
 (Cost $409,104,510)(b)..............  98.2%   538,929,757
Other Assets in Excess
  of Liabilities ........ ............  1.8      9,725,801
                                      -----   ------------
Net Assets .......................    100.0% $ 548,655,558
                                      =====  =============
</TABLE>

- --------
* Non-income producing security.

(a) Pursuant to Securities and Exchange  Commission Rule 144A,  these securities
    may be sold prior to their maturity only to qualified institutional buyers.

(b) At October 31, 1999, the net unrealized  appreciation on investments,  based
    on cost for  federal  income  tax  purposes  of  $409,104,510,  amounted  to
    $129,825,247  which consisted of aggregate gross unrealized  appreciation of
    $136,646,648 and aggregate gross unrealized depreciation of $6,821,401.


                       See Notes to Financial Statements.

                                       5

<PAGE>

SPECTRA FUND
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999

<TABLE>

<S>                                                                          <C>              <C>
ASSETS:
 Investments in securities, at value (cost $409,104,510), see accompanying
  schedule of investments ................................................                    $538,929,757
 Cash ....................................................................                       1,322,868
 Receivable for investment securities sold ...............................                       8,807,106
 Receivable for shares of beneficial interest sold .......................                      12,413,414
 Dividends receivable ....................................................                          49,783
 Prepaid expenses ........................................................                          37,438
                                                                                             -------------
   Total Assets ..........................................................                     561,560,366
LIABILITIES:
 Payable for investment securities purchased .............................    $10,672,949
 Payable for shares of beneficial interest redeemed ......................      1,327,004
 Investment advisory fees payable ........................................        645,095
 Shareholder servicing fees payable ......................................        107,514
 Trustees' fees payable ..................................................          2,695
 Accrued expenses ........................................................        149,551
                                                                              -----------
   Total Liabilities .....................................................                      12,904,808
                                                                                             -------------
NET ASSETS ...............................................................                    $548,655,558
                                                                                             =============
NET ASSETS CONSIST OF:
 Paid-in capital .........................................................                    $374,489,309
 Undistributed net investment income (accumulated loss) ..................                      (8,858,121)
 Undistributed net realized gain .........................................                      53,199,123
 Net unrealized appreciation .............................................                     129,825,247
                                                                                             -------------
NET ASSETS ...............................................................                    $548,655,558
                                                                                             =============
Shares of beneficial interest outstanding-Note 5 .........................                      51,009,172
                                                                                             =============
NET ASSET VALUE PER SHARE ................................................                    $      10.76
                                                                                             =============

</TABLE>



                       See Notes to Financial Statements.
                                       6

<PAGE>


SPECTRA FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1999

<TABLE>

<S>                                                                   <C>              <C>
INVESTMENT INCOME:
 Income:
  Dividends .......................................................                     $    854,111
  Interest ........................................................                          387,362
                                                                                        ------------
   Total Income ...................................................                        1,241,473
 Expenses:
  Investment advisory fees-Note 2(a) ..............................   $ 5,716,197
  Shareholder servicing fees-Note 2(e) ............................       952,698
  Interest on line of credit utilized-Note 4 ......................        55,622
  Registration fees ...............................................        88,527
  Custodian and transfer agent fees ...............................        86,955
  Shareholder reports .............................................        68,325
  Professional fees ...............................................        36,385
  Trustees' fees ..................................................        28,069
  Miscellaneous ...................................................        11,436
                                                                      -----------
   Total Expenses .................................................                        7,044,214
                                                                                        ------------
NET INVESTMENT LOSS ...............................................                       (5,802,741)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 Net realized gain (loss) on investments ..........................    54,227,221
 Net increase in unrealized appreciation of investments ...........   101,424,060
                                                                      -----------
   Net realized and unrealized gain (loss) on investments .........                      155,651,281
                                                                                        ------------
NET INCREASE IN NET ASSETS RESULTING FROM
 OPERATIONS .......................................................                     $149,848,540
                                                                                        ============
</TABLE>


                       See Notes to Financial Statements.
                                       7

<PAGE>


SPECTRA FUND
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED OCTOBER 31, 1999


<TABLE>
<S>                                                                                      <C>
Increase (decrease) in cash: Cash flows from operating activities:
 Dividends received ..................................................................    $      865,322
 Interest received ...................................................................           387,362
 Interest paid .......................................................................           (54,695)
 Operating expenses paid .............................................................        (6,434,714)
 Purchase of investment securities ...................................................      (573,281,566)
 Disposition of short-term securities, net ...........................................         1,250,352
 Proceeds from disposition of investment securities ..................................       384,224,831
 Other ...............................................................................           (29,552)
                                                                                          --------------
   Net cash used in operating activities .............................................      (193,072,660)
                                                                                          --------------
Cash flows from financing activities:
 Distributions paid ..................................................................        (1,341,765)
 Proceeds from shares sold and dividends reinvested ..................................       618,359,203
 Payments on shares redeemed .........................................................      (421,919,279)
 Decrease in bank loan payable .......................................................          (705,000)
                                                                                          --------------
   Net cash provided by financing activities .........................................       194,393,159
                                                                                          --------------
Net increase in cash .................................................................         1,320,499
Cash-beginning of year ...............................................................             2,369
                                                                                          --------------
Cash-end of year .....................................................................    $    1,322,868
                                                                                          ==============
Reconciliation of net increase in net assets to net cash used in operating activities:
 Net increase in net assets resulting from operations ................................    $  149,848,540
 Increase in investments .............................................................      (198,869,238)
 Decrease in dividends receivable ....................................................            11,211
 Decrease in receivable for investment securities sold ...............................         2,929,698
 Increase in payable for investment securities purchased .............................         8,133,157
 Net realized gain ...................................................................       (54,227,221)
 Net increase in unrealized appreciation .............................................      (101,424,060)
 Increase in accrued expenses and other liabilities ..................................           554,805
 Net increase in other assets ........................................................           (29,552)
                                                                                          --------------
   Net cash used in operating activities .............................................    $ (193,072,660)
                                                                                          ==============
</TABLE>



                       See Notes to Financial Statements.
                                       8

<PAGE>


SPECTRA FUND
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                         FOR THE YEAR
                                                                                       ENDED OCTOBER 31,
                                                                              -----------------------------------
                                                                                    1999               1998
                                                                              ----------------   ----------------
<S>                                                                            <C>                <C>
Net investment loss .......................................................     $ (5,802,741)      $ (1,800,513)
Net realized gain (loss) on investments ...................................       54,227,221           (200,328)
Net increase in unrealized appreciation of investments ....................      101,424,060         22,382,056
                                                                                ------------       ------------
   Net increase in net assets resulting from operations ...................      149,848,540         20,381,215
Distribution to shareholders:
 Net realized gains .......................................................       (1,341,765)          (742,430)
Net increase from shares of beneficial interest transactions-Note 5 .......      207,110,227         88,411,591
                                                                                ------------       ------------
   Total increase in net assets ...........................................      355,617,002        108,050,376
Net assets:
 Beginning of year ........................................................      193,038,556         84,988,180
                                                                                ------------       ------------
 End of year (including accumulated net investment losses of $8,858,121
  and $3,055,380, respectively) ...........................................     $548,655,558       $193,038,556
                                                                                ============       ============
</TABLE>



                       See Notes to Financial Statements.
                                       9

<PAGE>

SPECTRA FUND
FINANCIAL HIGHLIGHTS
For a share outstanding throughout the year(i)



<TABLE>
<CAPTION>
                                                     YEAR ENDED OCTOBER 31,
                                                --------------------------------
                                                      1999             1998
                                                ---------------- ---------------
<S>                                             <C>              <C>
Net asset value, beginning of year ............   $      6.65      $     5.74
                                                  -----------     -----------
Net investment loss ...........................        ( 0.07)         ( 0.02)
Net realized and unrealized gain on
 investments ..................................          4.22            0.98
                                                  -----------     -----------
Total from investment operations ..............          4.15            0.96
Distributions from net realized gains .........        ( 0.04)         ( 0.05)
                                                  -----------     -----------
Net asset value, end of year ..................   $     10.76      $     6.65
                                                  ===========     ===========
Total Return (iii) ............................         62.66%          16.94%
                                                  ===========     ===========
Ratios and Supplemental Data:
 Net assets, end of year
  (000's omitted) .............................   $   548,656      $  193,039
                                                  ===========     ===========
  Ratio of expenses excluding interest
   to average net assets ......................          1.83%           1.90%
                                                  ===========     ===========
  Ratio of expenses including interest
   to average net assets ......................          1.85%           1.96%
                                                  ===========     ===========
  Decrease reflected in above
   expense ratio due to expense
  reimbursements made pursuant to
  applicable state expense limits .............             -               -
                                                  ===========     ===========
  Ratio of net investment loss to
   average net assets .........................        ( 1.52%)        ( 1.24%)
                                                  ===========     ===========
  Portfolio Turnover Rate .....................        102.54%         190.74%
                                                  ===========     ===========
  Amount of debt outstanding at end
   of year ....................................             -      $  705,000
                                                  ===========     ===========
  Average amount of debt outstanding
   during the year ............................   $   986,981      $1,044,096
                                                  ===========     ===========
  Average daily number of shares
   outstanding during the year ................    40,946,839      22,865,292
                                                  ===========     ===========
  Average amount of debt per share
   during the year ............................   $      0.02      $     0.05
                                                  ===========     ===========



<CAPTION>
                                                              YEAR ENDED OCTOBER 31,
                                                --------------------------------------------------
                                                       1997               1996            1995
                                                ------------------ ------------------ ------------
<S>                                             <C>                <C>                <C>
Net asset value, beginning of year ............    $     4.54         $     6.98        $   6.27
                                                   ----------         ----------        --------
Net investment loss ...........................        ( 0.06)(ii)        ( 0.08)(ii)     ( 0.17)
Net realized and unrealized gain on
 investments ..................................          1.26               0.41            2.41
                                                   ----------         ----------        --------
Total from investment operations ..............          1.20               0.33            2.24
Distributions from net realized gains .........             -             ( 2.77)         ( 1.53)
                                                   ----------         ----------        --------
Net asset value, end of year ..................    $     5.74         $     4.54        $   6.98
                                                   ==========         ==========        ========
Total Return (iii) ............................         26.45%             12.68%          57.72%
                                                   ==========         ==========        ========
Ratios and Supplemental Data:
 Net assets, end of year
  (000's omitted) .............................    $   84,988         $   11,485        $  5,374
                                                   ==========         ==========        ========
  Ratio of expenses excluding interest
   to average net assets ......................
  Ratio of expenses including interest
   to average net assets ......................          2.12%              2.55%           3.76%
                                                   ==========         ==========        ========
  Decrease reflected in above
   expense ratio due to expense
  reimbursements made pursuant to
  applicable state expense limits .............             -                .69%              -
                                                   ==========         ==========        ========
  Ratio of net investment loss to
   average net assets .........................        ( 1.06%)           ( 1.69%)        ( 3.05%)
                                                   ==========         ==========        ========
  Portfolio Turnover Rate .....................        133.98%            197.04%         207.25%
                                                   ==========         ==========        ========
  Amount of debt outstanding at end
   of year ....................................
  Average amount of debt outstanding
   during the year ............................
  Average daily number of shares
   outstanding during the year ................
  Average amount of debt per share
   during the year ............................
</TABLE>

  (i) Per share data has been  adjusted to reflect the effect of a 3 for 1 stock
      split which occured April 23, 1999.
 (ii) Amount was computed based on average shares outstanding during the period.

(iii) 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.


                       See Notes to Financial Statements.
                                       10
<PAGE>


SPECTRA FUND
NOTES TO FINANCIAL STATEMENTS

NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

            Spectra  Fund (the  "Fund")  is a  diversified  open-end  registered
investment  company  organized  as a  business  trust  under  the  laws  of  the
Commonwealth  of  Massachusetts.  The  Fund's  investment  objective  is capital
appreciation. It seeks to achieve its objective by investing primarily in equity
securities.

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

            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 each day the New
York Stock  Exchange (the "NYSE") is open as of the close of the NYSE  (normally
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   and   distributions   payable  to
shareholders  are recorded by the Fund on the ex-dividend  date.  Dividends from
net investment income and distributions 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.

(e)  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 ADVISORY FEES--The Fund pays its investment  adviser,  Fred Alger
Management, Inc. ("Alger Management"),  a monthly fee at an annual rate of 1.50%
based on the value of the Fund's average daily net assets.

(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, 1999, the Fund incurred fees of approximately $28,300 for
services  provided by Alger  Services and  reimbursed  approximately  $9,100 for
transfer agent related expenses paid by Alger Services on behalf of the Fund.

(c) BROKERAGE COMMISSIONS--During the year ended October 31, 1999, the Fund paid
Fred  Alger &  Company,  Incorporated  ("Alger  Inc."),  an  affiliate  of Alger
Management, $504,630 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 $8,000.

(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


                                       11

<PAGE>


SPECTRA FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

fee  at  an  annual  rate equal to .25% of the value of the Fund's average daily
net assets.

NOTE 3--SECURITIES TRANSACTIONS:

            During the year  ended  October  31,  1999,  purchases  and sales of
investment securities, excluding short-term securities,  aggregated $581,414,723
and $381,301,847, respectively.

NOTE 4--LINES OF CREDIT:

            The Fund has both  committed  and  uncommitted  lines of credit with
banks where it may borrow up to 1/3 of the value of its assets,  as defined,  up
to a maximum of  $55,000,000.  To the extent the Fund borrows under these lines,
the Fund must pledge  securities with a total value of at least twice the amount
borrowed.  Such  borrowings  have  variable  interest  rates and are  payable on
demand.  For the year ended  October 31,  1999,  the Fund had  borrowings  which
averaged $986,981 at a weighted average interest rate of 5.56%.

NOTE 5--SHARE CAPITAL:

            The Fund has an unlimited number of authorized  shares of beneficial
interest of $.001 par value. The  transactions of shares of beneficial  interest
have been  adjusted  for the effect of a 3 for 1 stock split  which  occurred on
April 23, 1999.

            During the year ended  October 31, 1999,  transactions  of shares of
beneficial interest were as follows:


<TABLE>
<CAPTION>
                                     SHARES              AMOUNT
                                ----------------   -----------------
<S>                                <C>                <C>
Shares sold .................      67,279,182         $629,131,687
Dividend reinvested .........         146,798            1,112,731
Shares redeemed .............     (45,430,801)        (423,134,191)
                                  -----------         ------------
Net increase ................      21,995,179         $207,110,227
                                  ===========         ============
</TABLE>
            During the year ended  October 31, 1998,  transactions  of shares of
beneficial interest were as follows:

<TABLE>
<CAPTION>
                                     SHARES             AMOUNT
                                 ----------------   ---------------
<S>                              <C>                <C>
Shares sold ..................    28,482,297       $181,391,591
Dividends reinvested .........       107,703            583,746
Shares redeemed ..............   (14,394,474)       (93,563,746)
                                 -----------        ------------
Net increase .................    14,195,526        $88,411,591
                                 ===========        ============
</TABLE>

                                       12


<PAGE>

                    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, 1999,  and the related  statements of operations
and cash flows for the year then ended,  the statements of changes in net assets
for each of the two years in the period then ended, and the financial highlights
for each of the five years in the period then ended. 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 and financial  highlights.  Our procedures  included  confirmation of
securities  owned as of October 31, 1999, 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,  1999,  the results of its  operations  and cash
flows 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
five years in the period then  ended,  in  conformity  with  generally  accepted
accounting principles.


                                         ARTHUR ANDERSEN LLP



New York, New York
December 7, 1999

                                       13

<PAGE>


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<PAGE>



[GRAPHIC OMITTED]

1 World Trade Center
Suite 9333
New York, NY 10048
(800) 711-6141
www.spectrafund.com
- --------------------------------------------------------------------------------
BOARD OF TRUSTEES

Fred M. Alger, CHAIRMAN
David D. Alger
Stephen E. O'Neil
Nathan E. Saint-Amand
B. Joseph White
- --------------------------------------------------------------------------------
INVESTMENT ADVISER

Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048
- --------------------------------------------------------------------------------
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Alger Shareholder Services, Inc.
30 Montgomery Street, Box 2001
Jersey City, NJ 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.



SREP109


[GRAPHIC OMITTED]

                                  ANNUAL REPORT
                                OCTOBER 31, 1999



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