THE ALGER FUND
                          (HEREAFTER "THE ALGER FUNDS")

      The  undersigned,  being the Secretary of The Alger Fund (the "TRUST"),  a
Trust  with  transferable  shares of the type  commonly  called a  Massachusetts
business trust,  DOES HEREBY CERTIFY that,  pursuant to the authority  conferred
upon the  Trustees  of the Trust by  Section  9.3 of the  Amended  and  Restated
Agreement  and  Declaration  of  Trust  dated  February  18,  1997,  as  amended
(hereinafter, as so amended, referred to as the "DECLARATION OF TRUST"), and the
affirmative vote of a Majority of the Trustees at a meeting duly called and held
on February 24, 2004, the Declaration of Trust is amended as follows:

      1.    Section 1.1 of the  Declaration of Trust is hereby amended to change
            the name of the Trust to "The Alger Funds."

      2.    The  names  of the  Portfolios  established  by  Section  6.1 of the
            Declaration of Trust and by the  Certificates  of Designation  filed
            April 30, 2002 and May 8, 2002, are hereby amended to be as follows:

            Alger SmallCap Growth Fund
            Alger MidCap Growth Fund
            Alger LargeCap Growth Fund
            Alger Capital Appreciation Fund
            Alger Balanced Fund
            Alger SmallCap and MidCap Growth Fund
            Alger Health Sciences Fund
            Alger Money Market Fund

      IN WITNESS  WHEREOF,  the  undersigned has set her hand and seal this 24th
day of February, 2004.


                                                /s/ DOROTHY G. SANDERS
                                                ----------------------
                                                Dorothy G. Sanders
                                                Secretary



                                 ACKNOWLEDGEMENT

State of New York          }
                           }  ss.
County of New York         }                                   February 24, 2004

      Then personally appeared the above,  Dorothy G. Sanders,  and acknowledged
the foregoing instrument to be her free act and deed before me,


                                                /s/ ERIC SANDERS
                                                ----------------
                                                Notary Public
                                                My Commission Expires:

ERIC SANDERS
Notary Public, State of New York
No. 02SA5059856
Qualified in New York County
Commission Expires May 6, 2006