Exhibit o-12

                                THE ALGER FUND
                       ALGER SMALLCAP AND MIDCAP PORTFOLIO


                                   Rule 18f-3
                               Multiple Class Plan



         The ALGER SMALLCAP AND MIDCAP PORTFOLIO (the "Portfolio") of THE ALGER
FUND (the "Fund") has elected to rely on Rule 18f-3 under the Investment Company
Act of 1940, as amended (the "1940 Act"), in offering multiple classes of shares
with differing distribution arrangements, voting rights and exchange and
conversion features.


         Pursuant to Rule 18f-3, the Board of Trustees of the Fund has approved
and adopted this written plan (the "Plan") specifying the differences among the
classes of shares to be offered by the Portfolio, including those, if any,
pertaining to shareholder services, distribution arrangements, expense
allocations, and conversion and exchange features. Prior to such offering, the
Plan will be filed as an exhibit to the Fund's registration statement.


I. ATTRIBUTES OF SHARE CLASSES

         Each share of the Portfolio represents an equal PRO RATA interest in
the Portfolio and, except as set forth below, has identical voting rights,
powers, qualifications, terms and conditions and, in proportion to each share's
net asset value, liquidation rights and preferences. The classes differ in that:
(a) each class has a different class designation; (b) only the Class A Shares
and the Class C Shares are subject to a front-end sales charge ("FESC"); (c)
only the Class B and Class C Shares are subject to contingent deferred sales
charges ("CDSCs"), except that certain Class A Shares may also be subject to a
CDSC; (d) only the Class B and Class C Shares are subject to distribution fees
under plans adopted pursuant to Rule 12b-1 under the 1940 Act (each a "Rule
12b-1 Plan"); (e) to the extent that one class alone is affected by a matter
submitted to a vote of the shareholders, then only that class has voting power
on the matter; (f) the exchange privileges of each class differ from those of
the other; and (g) Class B Shares will automatically convert to Class A Shares
after designated holding periods.(1)


A. CLASS A SHARES

         Class A Shares are sold to (1) retail and institutional customers and
(2) persons entitled to exchange into Class A Shares under the exchange
privileges of the Fund.

          1. SALES LOADS. Class A Shares are sold subject to the current maximum
          FESC (with scheduled variations or eliminations of the sales charge,
          as permitted by the 1940 Act), except that certain Class A Shares for
          which the FESC has been eliminated may instead be subject to a CDSC.

          2. DISTRIBUTION AND SERVICE FEES. Class A Shares are not subject to a
          Rule 12b-1 distribution fee. However, they are, like the Class B and
          Class C Shares, subject to a shareholder servicing fee not to exceed
          .25% of the average daily net assets of the

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     (1)  All three classes of shares are subject to the same non-Rule 12b-1
          shareholder servicing fee.


b
          Portfolio.

               3. CLASS EXPENSES. No expenses are allocated particularly to
          Class A Shares.

               4. EXCHANGE PRIVILEGES AND CONVERSION FEATURES. Class A Shares
          are exchangeable for Class A Shares of the other portfolios of the
          Fund and for shares of the Money Market Portfolio of the Fund. Class A
          Shares have no conversion features.

B. CLASS B SHARES

         Class B Shares are sold to (1) retail and institutional customers and
(2) persons entitled to exchange into Class B Shares under the exchange
privileges of the Fund. Shares of the Fund outstanding on the date that multiple
classes of shares were first made available have been redesignated Class B
Shares.

          1. SALES LOADS. Class B Shares are sold without the imposition of any
          FESC, but are subject to a CDSC (with scheduled variations or
          eliminations of the sales charge, as permitted by the 1940 Act).

          2. DISTRIBUTION AND SERVICE FEES. Class B Shares are subject to a
          distribution fee pursuant to a Rule 12b-1 Plan not to exceed .75% of
          the average daily net assets of Class B and, like the Class A and
          Class C Shares, to a shareholder servicing fee not to exceed .25% of
          the average daily net assets of the Portfolio.

          3. CLASS EXPENSES. No expenses other than the distribution fee are
          allocated particularly to Class B Shares.

          4. EXCHANGE PRIVILEGES AND CONVERSION FEATURES. Class B Shares are
          exchangeable for Class B Shares of the other portfolios of the Fund
          and for shares of the Money Market Portfolio of the Fund. Class B
          Shares automatically convert to Class A Shares eight years after
          purchase as set forth in the prospectus of the Fund.

C. CLASS C SHARES

     Class C Shares are sold to (1) retail and institutional customers and (2)
persons entitled to exchange into Class C Shares under the exchange privileges
of the Fund.

          1. SALES LOADS. Class C Shares are subject to a CDSC (with scheduled
          variations or eliminations of the sales charge, as permitted by the
          1940 Act) and to the current maximum FESC (with scheduled variations
          or eliminations of the sales charge, as permitted by the 1940 Act).

          2. DISTRIBUTION AND SERVICE FEES. Class C Shares are subject to a
          distribution fee pursuant to a Rule 12b-1 Plan not to exceed .75% of
          the average daily net assets of Class C and, like the Class A and
          Class B Shares, to a shareholder servicing fee not to exceed .25% of
          the average daily net assets of the Portfolio.

          3. CLASS EXPENSES. No expenses other than the distribution fee are
          allocated particularly to Class C Shares.

          4. EXCHANGE PRIVILEGES AND CONVERSION FEATURES. Class C Shares are
          exchangeable for Class C Shares of the other portfolios of the

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          Fund and for shares of the Money Market Portfolio of the Fund.


D. ADDITIONAL CLASSES

     In the future, the Portfolio may offer additional classes of shares which
differ from the classes discussed above. However, any additional classes of
shares must be approved by the Board, and the Plan must be amended to describe
those classes.


II. APPROVAL OF MULTIPLE CLASS PLAN

     The Board of the Fund, including a majority of the independent Trustees,
must approve the Plan initially. In addition, the Board must approve any
material changes to the classes and the Plan prior to their implementation. The
Board must find that the Plan is in the best interests of each class
individually and the Portfolio as a whole. In making its findings, the Board
should focus on, among other things, the relationships among the classes and
examine potential conflicts of interest among classes regarding the allocation
of fees, services, waivers and reimbursements of expenses, and voting rights.
Most significantly, the Board should evaluate the level of services provided to
each class and the cost of those services to ensure that the services are
appropriate and that the costs thereof are reasonable. In accordance with the
foregoing provisions of this Section II, the Board of the Fund has approved and
adopted this Plan, as amended, as of the date written below.


III. DIVIDENDS AND DISTRIBUTIONS

     Because of the differences in fees paid under a Rule 12b-1 Plan, the
dividends payable to shareholders of Class A Shares will differ from the
dividends payable to shareholders of the other classes. Dividends paid to each
class of shares in the Portfolio will, however, be declared and paid at the same
time and, except for the differences in expenses listed above, will be
determined in the same manner and paid in the same amounts per outstanding
shares.


IV. EXPENSE ALLOCATIONS

     Income, realized and unrealized capital gains and losses, and Portfolio
expenses not allocated to a particular class shall be allocated to each class on
the basis of the net asset value of that class in relation to the net asset
value of the Portfolio.



Dated: May 7, 2002