-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vf3HQ93Iw16/jO+M0tr6sLeSRxp4PXgs+ZwgsL0fymwGc583SKPl/Ec9YfORPD9H wLHKggwH9zRqZu9R1eIh5g== 0000930413-00-000125.txt : 20000209 0000930413-00-000125.hdr.sgml : 20000209 ACCESSION NUMBER: 0000930413-00-000125 CONFORMED SUBMISSION TYPE: PRES14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000428 FILED AS OF DATE: 20000208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALGER FUND CENTRAL INDEX KEY: 0000003521 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: PRES14A SEC ACT: SEC FILE NUMBER: 811-01355 FILM NUMBER: 527443 BUSINESS ADDRESS: STREET 1: 75 MAIDEN LN CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2128068800 PRES14A 1 PRELIMINARY PROXY STATEMENT SCHEDULE 14A (RULE 14a-101) ------------------------ INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION ------------------------ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [x] Preliminary proxy statement [ ] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) The Alger Fund -------------------------------------------------- (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): [x] No Fee Required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11. (1) Title of each class of securities to which transaction applies: Alger Money Market, Alger Small Capitalization (Classes A, B, C), Alger MidCap Growth (Classes A, B, C), Alger Growth (Classes A, B, C), Alger Balanced (Classes A, B, C) and Alger Capital Appreciation (Classes A, B, C) - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: Approximately 522,976,619 shares - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form of schedule and the date of its filing. (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, schedule or registration statement no: - -------------------------------------------------------------------------------- (3) Filing party: Mary Marsden-Cochran, Secretary - -------------------------------------------------------------------------------- (4) Date filed: 2-8-00 - -------------------------------------------------------------------------------- THE ALGER FUND|Meeting the |Challenge of |Investing | | One World Trade Center Suite 9333 New York, N.Y. 10048 (201) 547-3600 (800) 992-3863 March 6, 2000 Dear Shareholder: A Special Meeting of Shareholders of The Alger Fund (the "Fund") will be held at 1:00 p.m., local time, on April 28, 2000 at the offices of the Fund. Formal notice of the Meeting appears on the next page, followed by the proxy statement. We hope that you can attend the Meeting in person; however, we urge you in any event to vote your shares by completing and returning the enclosed proxy in the envelope provided at your earliest convenience. At the Meeting, you will be asked to consider approving certain proposals. After carefully considering each proposal, the Fund's Board of Trustees recommends that you vote "FOR" the proposal. YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IN ORDER TO AVOID THE ADDED COST OF FOLLOW-UP SOLICITATIONS AND POSSIBLE ADJOURNMENTS, PLEASE TAKE A FEW MINUTES TO READ THE PROXY STATEMENT AND CAST YOUR VOTE. IT IS IMPORTANT THAT YOUR VOTE BE RECEIVED NO LATER THAN APRIL 27, 2000. The Fund is using Shareholder Communications Corporation ("SCC"), a professional proxy solicitation firm, to assist shareholders in the voting process. As the date of the Meeting approaches, if we have not already heard from you, you may receive a telephone call from SCC~reminding you to exercise your right to vote. We appreciate your participation and prompt response in this matter and thank you for your continued support. Sincerely, /s/David D. Alger ----------------- David D. Alger President and Trustee Alger Money Market Portfolio Alger Small Capitalization Portfolio Alger MidCap Growth Portfolio Alger Growth Portfolio Alger Balanced Portfolio Alger Capital Appreciation Portfolio Portfolios of THE ALGER FUND One World Trade Center, Suite 9333, New York, NY 10048 1-800-992-3863 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To the Shareholders of THE ALGER FUND: NOTICE IS HEREBY GIVEN that a Special Meeting of the Shareholders (the "Meeting") of The Alger Fund (the "Fund") will be held at the offices of the Fund, One World Trade Center, Suite 9333, New York, NY 10048, at 1:00 p.m. The purpose of the meeting is to consider and act upon the following proposals, and to transact such other business as may properly come before the Meeting or any adjournments thereof. 1. To elect a Board of Trustees. 2. To ratify or reject the selection of Arthur Andersen LLP as the independent public accountants for the Fund for the fiscal year ending October 31, 2000. 3. To amend the Declaration of Trust to provide dollar-based voting rights for shareholders of the Fund. 4. To consider and act upon such other matters as may properly come before the meeting or any adjournments thereof. Shareholders of record as of the close of business on March 6, 2000 will be entitled to vote at the Meeting. The enclosed proxy is being solicited on behalf of Management of the Fund. IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO THE ADDRESS NOTED ON THE POSTPAID RETURN ENVELOPE ENCLOSED FOR YOUR USE. By order of the Board of Trustees DAVID D. ALGER President Dated: March 7, 2000 New York, New York PROXY STATEMENT for THE SPECIAL MEETING OF SHAREHOLDERS of THE ALGER FUND To be held on April 28, 2000 INTRODUCTION The accompanying Proxy is being solicited by the Management of the Fund for use at the Special Meeting of Shareholders to be held at 1:00 p.m. on April 28, 2000 and at any adjournments thereof. All costs of solicitation, including printing and mailing of this Proxy Statement and the accompanying Notice of Meeting and Proxy, the reimbursement of brokerage firms and others for their expenses in forwarding solicitation material to the beneficial owners of shares of the Fund, and supplementary solicitations to submit proxies, which may be made by mail, telephone, telegraph, e-mail and personal interviews by officers of the Fund, will be borne by the Fund. In order to obtain the necessary quorum at the Meeting, such solicitation may be made by, among others, officers and employees of the Fund, the Investment Adviser, the Distributor, and the Transfer Agent of the Fund. It is anticipated that the cost of such supplementary solicitation, if any, will be nominal. Shareholder Communications Corporation ("SCC") may be retained to assist in the solicitation of proxies. If retained, SCC will be paid approximately $____________ by the Fund and the Fund will reimburse SCC for its related expenses. If the enclosed Proxy is properly executed and returned in time to be voted at the meeting, the full and fractional shares represented thereby (each full share is entitled to one vote and each fractional share is entitled to proportionate voting rights) will be voted in accordance with the instructions marked thereon. Except where instructions to the contrary are marked thereon with respect to a Proposal, the Proxy will be voted FOR the proposals stated in the accompanying Notice of Meeting. All Proxies not voted, including broker non-votes, will not be counted toward establishing a quorum. Shareholders should note that while votes to ABSTAIN will count toward establishing a quorum, passage of any proposal being considered at the Meeting will occur only if a sufficient number of votes are cast FOR the proposal. Accordingly, votes to ABSTAIN and votes AGAINST will have the same effect in determining whether the proposal is approved. On any motion for adjournment of the Meeting, even if a quorum is present, Management will vote all Proxies in its discretion pursuant to Item 4 thereof. Any shareholder giving a Proxy has the right to attend the meeting to vote his shares in person (thereby revoking any prior Proxy) and also the right to revoke the Proxy at any time by written notice received by the Fund prior to its exercise. This Proxy Statement and accompanying Proxy are being mailed to shareholders on or about March 7, 2000. As mentioned above, SCC may be engaged to assist in the solicitation of proxies. As the meeting date approaches, certain shareholders of the Fund may receive a call from a representative of SCC if the Fund has not yet received their votes. Authorization to permit SCC to execute proxies may be obtained by telephonic or electronically transmitted instructions from shareholders of the Fund. Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below. Management of the Fund believes that these procedures are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined. In all cases where a telephonic proxy is solicited, the SCC representative is required to ask the shareholder such shareholder's full name, address, social security or employer identification number, title (if the person giving the proxy is authorized to act on behalf of the entity, such as a corporation), the number of shares owned and to confirm that the shareholder has received the Proxy Statement in the mail. If the information solicited agrees with the information provided to SCC by the Fund, then the SCC representative has the responsibility to explain the process, read the proposals listed on the proxy card, and ask for the shareholder's instructions on each proposal. Although the SCC representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in the Proxy Statement. SCC will record the shareholder's instructions on the card. Within 72 hours, SCC will send the shareholder a letter or mailgram to confirm the shareholder's vote and asking the shareholder to call SCC immediately if the shareholder's instructions are not correctly reflected in the confirmation. If a shareholder wishes to participate in the Meeting of shareholders, but does not wish to give a proxy by telephone, such shareholder may still submit the proxy card originally sent with the Proxy Statement or attend in person. Any proxy given by a shareholder, whether in writing or by telephone, is revocable. A shareholder may revoke the accompanying proxy or proxy given telephonically at any time prior to its use by filing with the Fund a written revocation or duly executed proxy bearing a later date. In addition, any shareholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given. The address of the principal executive office of the Fund is One World Trade Center, Suite 9333, New York, NY 10048. A COPY OF THE FUND'S MOST RECENT SEMI-ANNUAL AND ANNUAL REPORTS WILL BE SENT TO YOU WITHOUT CHARGE UPON WRITTEN REQUEST TO THE FUND AT ONE WORLD TRADE CENTER, SUITE 9333, NEW YORK, NY 10048 OR BY CALLING 800-992-3863. INFORMATION REGARDING VOTING SECURITIES The Fund is divided into six portfolios and, with the exception of Alger Money Market Portfolio, each portfolio has three classes of shares. The chart below indicates the number of shares outstanding for each portfolio and class as of the close of business on March 6, 2000, the record date for determining shareholders entitled to receive notice of, and to vote at the Meeting and all adjournments thereof. Each share is entitled to one vote at the Meeting. 2
NAME NO. OF SHARES PER CLASS TOTAL SHARES FOR THE PORTFOLIO - --------------------------------------------------------------------------------------------------- ALGER MONEY MARKET PORTFOLIO a a - --------------------------------------------------------------------------------------------------- ALGER SMALL CAPITALIZATION PORTFOLIO: d Class A Shares a Class B Shares b Class C Shares c - --------------------------------------------------------------------------------------------------- ALGER MIDCAP GROWTH PORTFOLIO: d Class A Shares a Class B Shares b Class C Shares c - --------------------------------------------------------------------------------------------------- ALGER GROWTH PORTFOLIO: d Class A Shares a Class B Shares b Class C Share c - --------------------------------------------------------------------------------------------------- ALGER CAPITAL APPRECIATION PORTFOLIO: d Class A Shares a Class B Shares b Class C Shares c - --------------------------------------------------------------------------------------------------- ALGER BALANCED PORTFOLIO: d Class A Shares a Class B Shares b Class C Shares c - --------------------------------------------------------------------------------------------------- TOTAL FUND SHARES OUTSTANDING AT RECORD DATE: e - ---------------------------------------------------------------------------------------------------
The following table sets forth those persons known to the Fund to be beneficial owners of more than 5% of the outstanding voting shares of the Fund, or of any class of shares, as of March 6, 2000. Amount of Title of Name & Address Beneficial Percent of Class of Beneficial Owners Ownership Class - -------------------------------------------------------------------------------- PROPOSAL NO. 1: ELECTION OF TRUSTEES Eight Trustees are to be elected at the Meeting, to serve until the next shareholder meeting at which Trustees are elected, and until their successors are elected and qualified. Each of the nominees has indicated an intention to serve if elected and has consented to be named in this Proxy Statement; certain of the nominees are currently Trustees of the Fund. 3 Three of the nominees, Charles F. Baird, Jr., Roger P. Cheever and Lester L. Colbert, Jr., are new nominees recommended by the current Board. Mr. Colbert has been a member of the Board of Directors of another fund managed by Fred Alger Management, Inc., Castle Convertible Fund, Inc., since 1974. Fred Alger Management, Inc. (the "Adviser") has served as the investment adviser to the Fund since November 1986. The Adviser is a wholly-owned subsidiary of Fred Alger & Company, Incorporated ("Alger"). Alger, which is a wholly-owned subsidiary of Alger Associates, Inc. ("Alger Associates"), is a securities broker-dealer and member firm of the New York Stock Exchange, Inc. The principal place of business of the Adviser and Alger Associates is One World Trade Center, Suite 9333, New York, NY 10048. The principal place of business of Alger is 30 Montgomery Street, Jersey City, NJ 07302. Alger Associates and the Adviser are New York corporations and Alger is a Delaware corporation. The following table provides certain information about the Trustees of the Fund, including age, position with the Fund, business experience and ownership of shares of the Fund.
Shares of the Fund Beneficially Position with Owned Directly Name, Age and Business The Fund and Or Indirectly, Percent Experience for the Period of as of of Shares Last Five Years Service March 6, 2000 Outstanding - ------------------------------------------------------------------------------------------------- Fred M. Alger III, 65 Trustee and ________Shs.** _____% Chairman of the Boards of Chairman of the Alger Associates, the Adviser, Board since 1986 Alger, Alger Properties, Inc. ("Properties"), Alger Shareholder Services, Inc. ("Services"), Alger Life Insurance Agency, Inc. ("Agency"), the Fund, The Alger American Fund, The Alger Retirement Fund, Castle Convertible Fund, Inc., Fred Alger International Advisory S.A. ("International"), The Alger American Asset Growth Fund ("Asset Growth") and Analysts Resources, Inc. ("ARI"). Formerly President of Alger Associates, the Adviser, Alger, Properties, Services, Agency, the Fund, Castle Convertible Fund, Inc., The Alger American Fund and The Alger Retirement Fund.
4
Shares of the Fund Beneficially Position with Owned Directly Name, Age and Business The Fund and Or Indirectly, Percent Experience for the Period of as of of Shares Last Five Years Service March 6, 2000 Outstanding - ------------------------------------------------------------------------------------------------- * David D. Alger, 56 President and Director of Alger Trustee ________ Shs.** _____% Associates, the Adviser, Alger since ____ Properties, Services, Agency, and President International and the Castle since 1995 Convertible Fund, Inc.; President and Trustee of the Fund, The Alger American Fund, The Alger Retirement Fund and Spectra Fund, Inc.; Executive Vice President and Director of ARI; Director of Asset Growth. Formerly Executive Vice President of Alger Associates, the Adviser, Alger, Properties, Services and Agency and Vice President of Spectra Fund, Castle Convertible Fund, Inc. the Fund, The Alger American Fund and The Alger Retirement Fund. Charles F. Baird, Jr., XX N/A 0 Shs. 0% Managing Partner of North Castle Partners, a ____, since 1997. Formerly Managing Director of AEA Investors Inc. Roger P. Cheever, XX N/A 0 Shs. 0% Associate Dean for Development, Harvard College since 1997. Formerly Deputy Director of the Harvard College Fund.
5
Shares of the Fund Beneficially Position with Owned Directly Name, Age and Business The Fund and Or Indirectly, Percent Experience for the Period of as of of Shares Last Five Years Service March 6, 2000 Outstanding - ------------------------------------------------------------------------------------------------- Lester L. Colbert, Jr., 65 N/A 0 Shs. 0% Private investor since 1988; Director of Castle Convertible Fund, Inc. Formerly Chairman of the Board, President and Chief Executive Officer of Xidex Corporation. Stephen E. O'Neil, 67 Trustee ______ Shs. ______% Attorney; private investor since ____ since 1981; Director of Nova Care, Inc. and Brown-Forman Corporation; Trustee of the Fund, The Alger American Fund, The Alger Retirement Fund and Spectra Fund. Director of Castle Convertible Fund, Inc. Formerly of Counsel to the law firm of Kohler & Barnes; formerly President and Vice Chairman of City Investing Company; formerly Director of Centerre Bancorporation and Syntro Corporation. Nathan E. Saint-Amand, MD, 61 Trustee ______ Shs. ______% Medical doctor in private prac- since ____ tice; Trustee of the Fund, The Alger American Fund, The Alger Retirement Fund and Spectra Fund. Director of Castle Convertible Fund, Inc.
6
Shares of the Fund Beneficially Position with Owned Directly Name, Age and Business The Fund and Or Indirectly, Percent Experience for the Period of as of of Shares Last Five Years Service March 6, 2000 Outstanding - ------------------------------------------------------------------------------------------------- B. Joseph White, 52 Trustee ______ Shs. _____% Dean, University of Michigan since 1999 Business School; President, William Davidson Institute at the University of Michigan Business School; Professor of Business Administration, University of Michigan Business School; Director, Gordon Food Service and Castle Convertible Fund, Inc.; Trustee and Chair, Audit Committee, Equity Residential Properties Trust; Director and Chair, Compensation Committee, Kelly Services, Inc. Trustee of the Fund, Spectra Fund, The Alger Retirement Fund and The Alger American Fund.
- -------------- * Fred M. Alger III and David D. Alger may be considered "interested persons" of the Fund as such term is defined in the Investment Company Act of 1940 because they are "interested persons" of the Adviser and officers of the Fund. Fred M. Alger III and David D. Alger are brothers. ** Includes ____________ shares of the Fund beneficially owned by Alger Associates, Inc. directly or through wholly-owned subsidiaries. Fred M. Alger III and David D. Alger may be deemed beneficially to own such shares by virtue of their control of Alger Associates, Inc. OFFICERS, TRUSTEES AND RELATED MATTERS No Trustee, officer or employee of the Adviser or its affiliates will receive any compensation from the Fund for serving as an officer or Trustee of the Fund. Each Trustee of the Fund who is not an "interested person" of the Fund, as defined in the Investment Company Act of 1940, receives from the Fund a fee of $2000 for each in-person meeting he attends, to a maximum of $8000. During the fiscal year ended October 31, 1999, such Trustees who are nominees received an aggregate of $__________ of such 7 fees. The Fund has no bonus, profit sharing, pension or retirement plans. The following table provides compensation amounts paid to nominees who are not interested persons of the Fund and who were Trustees during the fiscal year ended October 31, 1999. COMPENSATION TABLE Total Compensation Paid to Trustees from the Fund, Aggregate The Alger Retirement Fund, Compensation The Alger American Fund, From Castle Convertible Fund,Inc., Trustee the Fund and The Alger Fund - -------------------------------------------------------------------------------- Stephen E. O'Neil $6250 $34,250 Nathan E. Saint-Amand 6250 34,250 B. Joseph White 6000 27,000 Four regular meetings of the Board of Trustees were held during the fiscal year ended October 31, 1999. During that period, with the exception of Fred M. Alger III, each of the Trustees attended at least 75% of the meetings of the Board and, if he was a member, the Audit Committee. The Fund's Audit Committee, which oversees the Fund's accounting and financial reporting policies and the independent audit of its financial statements, consists of the following independent Trustees: Mr. O'Neil and Mr. White. It is anticipated that Mr. Colbert will join the Audit Committee at the time he becomes a Trustee of the Fund. The Committee met once during the fiscal year ended October 31, 1999. The Fund's Board of Trustees has no nominating or compensation committee or any committee performing similar functions. The following table provides certain information about the officers of the Fund other than Fred M. Alger III and David D. Alger, both of whom are listed above in the table of Trustee nominees. Officers are elected annually. Name, Age & Business Position with the Fund Experience for the Last 5 Years & Period of Service - -------------------------------------------------------------------------------- Gregory S. Duch, 48 Treasurer since 1989 Executive Vice President, Treasurer and Director of Alger Associates, the Adviser and Properties; Executive Vice President and Treasurer of Alger, Services, Agency and ARI; Treasurer of the Fund, Spectra Fund, The Alger American Fund, The Alger Retirement Fund and Castle Convertible Fund, Inc.; Treasurer and Director of International. 8 Name, Age & Business Position with the Fund Experience for the Last 5 Years & Period of Service - -------------------------------------------------------------------------------- Mary Marsden-Cochran, 46 Secretary since 1996 Since 1996, Vice President, General Counsel and Secretary of Alger Associates, the Adviser, Properties, Alger, Services, Agency and ARI; Secretary of the Fund, Spectra Fund, The Alger American Fund, The Alger Retirement Fund and Castle Convertible Fund, Inc.; Secretary of International. Frederick A. Blum, 45 Assistant Secretary and Senior Vice President of Alger; since Assistant Treasurer since 1997 1997, Assistant Secretary and Assistant Treasurer of the Fund, Spectra Fund, The Alger American Fund, The Alger Retirement Fund and Castle Convertible Fund, Inc. Management recommends that shareholders vote FOR all of the listed nominees. PROPOSAL NO. 2: RATIFICATION OF THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Trustees, including a majority of the Trustees who are not "interested persons" of the Fund or the Adviser, have selected and approved Arthur Andersen LLP as the independent public accountants to examine the financial statements of the Fund for the fiscal year ending October 31, 2000. The Fund has been advised that no member of such firm has a material direct or indirect interest in the Fund. Pursuant to Section 32(a) of the Investment Company Act of 1940, such selection is subject to ratification or rejection by shareholders of the Fund. A representative of Arthur Andersen LLP is expected to be present at the meeting to answer any questions which the Fund's shareholders may have. The representative will have an opportunity to make a statement if he or she so desires. Management recommends that shareholders vote FOR Proposal No. 2. PROPOSAL NO. 3: AMENDMENT OF THE DECLARATION OF TRUST TO PROVIDE DOLLAR-BASED VOTING RIGHTS FOR SHAREHOLDERS OF THE FUND. Shares are currently voted on a "per share" basis, pursuant to the Fund's Agreement and Declaration of Trust (the "Declaration"). The Board of Trustees recommends that shareholders of the Fund approve an amendment to Section 7.2 of the Declaration to provide for "dollar-based" voting rights for fund shareholders. Under this arrangement, each share would be entitled to one vote for each dollar of net asset value represented by that share (with fractional votes proportionate to each fraction of a dollar), thus allocating voting power based upon how many dollars the shareholder has invested in the Fund, rather than how many shares those dollars have purchased. The Fund's current voting arrangement, one vote for each share, reflects the traditional interpretation of a provision of the Investment Company Act of 1940 intended to ensure equitable voting rights for investment company shareholders. However, where a single fund has several portfolios whose net asset values per share (NAVs) diverge significantly, as with the Fund, the voting rights of shareholders of different portfolios may be disproportionate to their relative investments in the fund. In light of such cases, the Securities and Exchange Commission has recognized that dollar-based voting is also consistent with the letter and intent of the Investment Company Act. The Board of Trustees believes that a dollar-based voting system, under which a shareholder's voting power would be commensurate with the shareholder's investment, would provide a more equitable distribution of voting power for the Fund than the current system, under which an investment in a Portfolio with a comparatively low NAV has greater voting power than an equal investment in a Portfolio with a high NAV. Thus, for example, a $1000 investment in Class B Shares of the______Portfolio on February 9 18, 2000, whose NAV was then $_______, would be entitled to ____votes on that record date under the current system while the same investment in Class B Shares of the Alger ____ Portfolio, whose February 18, 2000 NAV was $___, would be entitled to only ____ votes; under dollar-based voting, both investors would be entitled to 1000 votes. A change to dollar-based voting would not affect the allocation of voting power in cases where shareholders of a given class of shares of a Portfolio vote on matters affecting only that class (such as a change in the Rule 12b-1 Plan for that class) and, because the NAVs of classes of shares within a Portfolio normally differ only slightly, the effect of the change on shareholder votes restricted to that Portfolio (such as the approval of a new investment management contract for the Portfolio) would normally be slight. However, in a Fund-wide vote (such as the election of Trustees), shares with low NAVs would have less voting power than under the current system. If Proposal No. 3 is approved, Section 7.2 of the Declaration will be amended as follows: The sentence: On each matter submitted to a vote of the Shareholders, each holder of Shares of any Series shall be entitled to a number of votes equal to the number of Shares of such Series standing in his name on the books of the Trust will be replaced by: On each matter submitted to a vote of the Shareholders, each holder of Shares of any Series shall be entitled to one vote for each dollar of net asset value represented by the Shares of such Series owned by that holder, and shall be entitled to a fractional vote proportionate to each fractional dollar amount. VOTE REQUIRED. A majority of the outstanding shares of each class of each Portfolio, and of the shares of the Alger Money Market Portfolio, must vote FOR Proposal No. 3 in order for it to be approved. If it is not approved, the current voting arrangement will remain in place. Management recommends that shareholders vote FOR Proposal No.3. OTHER MATTERS Management knows of no other matters to be brought before the meeting; however, if any other matters come before the meeting, the persons named in the enclosed Proxy will vote proxies that do not contain specific restrictions in accordance with their best judgment on such matters. One World Trade Center, Suite 9333~New York, NY 10048 Dated: March 6, 2000 IF YOU CANNOT ATTEND THE MEETING, YOU ARE URGED TO FILL IN, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT AS PROMPTLY AS POSSIBLE. AN ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. 10 THE ALGER FUND PROXY SPECIAL MEETING OF SHAREHOLDERS APRIL 28, 2000 The undersigned shareholder of The Alger Fund hereby appoints David D. Alger, Gregory S. Duch and Stephen E. O'Neil, and each of them, the attorneys and proxies of the undersigned, with power of substitution, to vote, as indicated herein, all of the shares of The Alger Fund standing in the name of the undersigned at the close of business on March 6, 2000, at the Annual Meeting of Shareholders of the Fund to be held at the offices of the Fund, 1 World Trade Center, Suite 9333, New York, New York 10048 at 1:00 P.M. on April 28, 2000, and at all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposals, as more fully described in the Proxy Statement of the meeting, and to vote and act on any other matter which may properly come before the meeting. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE SHAREHOLDERS, BUT IF NO INSTRUCTIONS ARE GIVEN IT WILL BE VOTED FOR THE PROPOSALS LISTED. (Continued and to be signed on the reverse side.) PLEASE MARK BOXES [-] OR (X) IN BLUE OR BLACK INK. 1. ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY to below (except as marked vote for all nominees to the contrary below) listed below INSTRUCTIONS: To withhold authority to vote for any individual nominee strike a line through the nominee's name in the list below. Fred M. Alger III, David D. Alger, Charles F. Baird, Jr., Roger P. Cheever, Lester L. Colbert, Jr., Stephen E. O'Neil, Nathan E. Saint-Amand, B. Joseph White 2. PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as independent accountants of the Fund. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. PROPOSAL TO AMEND THE DECLARATION OF TRUST TO PROVIDE DOLLAR-BASED VOTING RIGHTS FOR SHAREHOLDERS OF THE FUND. [ ] FOR [ ] AGAINST [ ] ABSTAIN 4. PROPOSAL TO CONSIDER AND ACT UPON such other matters as may properly come before the meeting or any adjournment thereof. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY. Signature(s) should be exactly as name or names appear on this proxy. If stock is held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. -------------------------------------------- Signature(s) Signature(s) -------------------------------------------- Dated Social Security or Tax Identification Number THIS PROXY, WHEN DATED AND SIGNED, SHOULD BE MAILED PROMPTLY TO THE ADDRESS ON THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES IN THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----