Alger Institutional Funds – ‘24F-2EL’ on 12/28/95

As of:  Thursday, 12/28/95   ·   Accession #:  930413-95-97   ·   File #:  33-68124

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Annual Notice of Securities Sold by an Investment Company   —   Form 24F-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 24F-2EL     The Alger Fund                                         5     20K 

24F-2EL
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THE ALGER DEFINED CONTRIBUTION TRUST
75 MAIDEN LANE NEW YORK, NEW YORK 10038 TEL: (800) 992-3362 

                                                             December 27, 1995

Securities and Exchange Commission                                              
450 Fifth St. NW                                                                
Washington, DC 20549                                                            

RE:      FORM 24F-2 FOR THE ALGER DEFINED CONTRIBUTION TRUST                    
SECURITIES ACT FILE NO. 33-68124                              

Dear Sir or Madam:                                                              

         On behalf of The Alger  Defined  Contribution  Trust  (the  "Fund")  we
hereby  transmit  for  filing  pursuant  to Rule 24f-2  (the  "Rule")  under the
Investment  Company Act of 1940,  as amended,  Form 24F-2 for the Fund's  fiscal
year ended October 31, 1995 and the opinion of counsel  specified in   paragraph
(b) (1) of the Rule.                                                            
    The required fee has been wired to the SEC account at Mellon Bank.

                     Very truly yours,

                   Nanci K. Staple
             Secretary

NKS/bd                                                                          
Enclosure                                                                       

24F-2EL
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[letterhead from Sullivan & Worcester]                                          

                                                  Boston
                                                             December 22, 1995

The Trustees of The Alger                                                       
Defined Contribution Trust                                                  
75 Maiden Lane                                                                  
New York, New York  10038                                                       

         Re:The Alger Defined Contribution Trust:  Notice Pursuant to Rule 24f-2

Ladies and Gentlemen:                                                           

         You have requested our opinion as to certain  matters of  Massachusetts
law in connection  with the Notice  pursuant to Rule 24f-2 under the  Investment
Company  Act of 1940,  as amended  (the  "Notice"),  for the  fiscal  year ended
October 31, 1995, being filed by The Alger Defined  Contribution  Trust, a trust
with  transferable  shares (the "Trust"),  established  under  Massachusetts law
pursuant  to a  Declaration  of Trust  dated  July 14,  1993,  as  amended  by a
Certificate of Amendment dated August 16, 1993 and supplemented by a Certificate
of Designation of Series dated August 16, 1993 (as so amended and  supplemented,
the "Declaration").                                                             

         We acted as counsel to the Trust in  connection  with the execution and
delivery of the  Declaration,  and for purposes of this opinion we have reviewed
the actions  taken by the  Trustees  of the Trust to  organize  the Trust and to
authorize  the  issuance  and sale of shares  of  beneficial  interest,  one mil
($.001) par value,  of the several  series  authorized by the  Declaration  (the
"Shares"). In this connection,  we have participated in the drafting of, and are
familiar  with, the  Declaration  and the Bylaws of the Trust,  the Notice,  the
forms of the  Prospectus and the Statement of Additional  Information  presently
included in the Trust's  Registration  Statement on Form N-1A,  certificates  of
public  officials  and of  Trustees  and  officers of the Trust as to matters of
fact,  and  such  other  documents  and  instruments,   certified  or  otherwise
identified to our  satisfaction,  and such questions of law and fact, as we have
considered  necessary or  appropriate  for  purposes of the  opinions  expressed
herein.  We  have  assumed  the  genuineness  of  the  signatures  on,  and  the
authenticity  of,  all  documents  furnished  to us, and the  conformity  to the
originals of documents submitted to us as certified copies,  which facts we have
not independently verified.                                                     

24F-2EL
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The Trustees of The Alger                                                       
     Defined Contribution Trust            -2-                 December 22, 1995

         Based upon and subject to the foregoing,  we hereby advise you that, in
our opinion, under the laws of the Commonwealth of Massachusetts:               

     1.   The Trust is validly existing as a trust with  transferable  shares of
the type commonly called a Massachusetts business trust.    

     2.   The Trust is  authorized to issue an unlimited  number of Shares;  the
          Shares  issued by the Trust  during the fiscal year ended  October 31,
          1995 (the "Issued  Shares")  have been duly and validly  authorized by
          all  requisite  action of the Trustees of the Trust,  and no action of
 the shareholders of the Trust is required in such connection.

     3.   The Issued Shares have been validly and legally issued, and all of the
          Issued  Shares which remain  outstanding  at the date hereof are fully
paid and nonassessable by the Trust.                        

         With  respect to the opinion  stated in  paragraph 3 above,  we wish to
point out that the shareholders of a Massachusetts business trust may under some
circumstances  be subject to  assessment at the instance of creditors to pay the
obligations of such trust in the event that its assets are  insufficient for the
purpose.                                                                        

         This  letter  expresses  our  opinions  as to  the  provisions  of  the
Declaration  and the  laws of The  Commonwealth  of  Massachusetts  applying  to
business trusts generally,  but does not extend to the Massachusetts  Securities
Act, or to federal securities or other laws.                                    

         We hereby consent to the filing of this opinion with the Securities and
Exchange Commission, together with the Notice. In giving such consent, we do not
thereby  concede  that we come within the category of persons  whose  consent is
required under Section 7 of the Securities Act of 1933, as amended.             

         Very truly yours,

                      /s/ Sullivan & Worchester, LLP
            SULLIVAN & WORCESTER
                                    (A REGISTERED LIMITED LIABILITY PARTNERSHIP)

24F-2EL
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 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2

--------------------------------------------------------------------------------
1.   Name and address of issuer:                                                

The Alger Defined Contribution Trust                                  
--------------------------------------------------------------------------------
2.   Name of each series or class of funds for which this notice is filed:      

Alger Defined Contribution Small Cap Portfolio                        
Alger Defined Contribution MidCap Growth Portfolio                    
Alger Defined Contribution Growth Portfolio                           
Alger Defined Contribution Leveraged AllCap Portfolio                 
--------------------------------------------------------------------------------
3.   Investment Company Act File Number:     811-7986                           

Securities Act File Number:   33-68124                                
--------------------------------------------------------------------------------
4.   Last day of fiscal year for which this notice is filed:                    

October 31                                                            
--------------------------------------------------------------------------------
5.   Check box if this  notice is being filed more than 180 days after the close
     of the issuer's fiscal year for purposes of reporting securities sold after
     the close of the fiscal year but before  termination  of the issuer's 24f-2
declaration:                                                          

                                                                     [ ]
--------------------------------------------------------------------------------
6.   Date of  termination of issuer's  declaration  under rule  24f-2(a)(1),  if
applicable (see instruction A.6):                                     

--------------------------------------------------------------------------------
7.   Number and amount of  securities of the same class or series which had been
     registered  under the Securities  Act of 1933,  other than pursuant to rule
     24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:                                                      

None                                                                  
--------------------------------------------------------------------------------
8.   Number and amount of  securities  registered  during the fiscal  year other
than pursuant to rule 24f-2:                                          

None                                                                  
--------------------------------------------------------------------------------
9.   Number and aggregate sale price of securities sold during the fiscal year: 

865,199 shares                                                        
$10,778,755                                                           
--------------------------------------------------------------------------------

24F-2EL
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10.  Number and aggregate  sale price of securities  sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:                 

865,199 shares                                                        
$10,778,755                                                           
--------------------------------------------------------------------------------
11.  Number and  aggregrate  sale price of  securities  issued during the fiscal
     year in connection  with dividend  reinvestment  plans,  if applicable (see
Instruction B.7):                                                     

--------------------------------------------------------------------------------
12.  Calculation of registration fee:                                           

(i)    Aggregate sale price of securities                             
sold during the fiscal year in reliance                 
      on rule 24f-2 (from Item 10):              $        10,778,755
                                                 -------------------
(ii)   Aggregate price of shares issued in                            
connection with dividend reinvestment                   
 plans (from Item 11, if applicable):       +           --
                                                 -------------------
(iii)  Aggregate price of shares redeemed                             
or repurchased during                                   
      the fiscal year (if applicable):           -          $508,225
                                                 -------------------
(iv)   Aggregate price of shares redeemed                             
or repurchased and previously applied                   
as a reduction to filing fees pursuant                  
 to rule 24e-2 (if applicable):             +           --
                                                 -------------------
(v)    Net aggregate  price of securities                             
sold and issued during the fiscal                       
year in reliance on rule 24f-2 [line (i),               
plus line (ii),  less line                              
      (iii), plus line (iv)] (if applicable):            $10,270,530
                                                 -------------------
(vi)   Multiplier prescribed by Section 6(b)                          
of the Securities Act of 1933 or other                  
applicable law or regulation                            
      (see Instruction C.6):                     x      1/29th of 1%
                                                 -------------------
(vii)  Fee due [line (i) or line (v) multiplied                       
      by line (vi)]:                                       $3,541.56
                                                 ===================

Instruction:  Issuers should complete lines (ii),  (iii),  (iv), and (v) only if
              the form is being  filed  within 60 days  after  the close of  the
issuer's fiscal year. See Instruction C.3.          
--------------------------------------------------------------------------------
13.  Check box if fees are being remitted to the Commission's lockbox depository
     as described in section 3a of the Commission's  Rules of Informal and Other
Procedures (17 CFR 202.3a).                                           

                                                                        [xx]
     Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:                                                           

December 28, 1995                                                     
--------------------------------------------------------------------------------
SIGNATURES

     This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.              

By (Signature and Title)*      /s/ Nanci K. Staple                    
                           -----------------------------------
                  Nanci K. Staple, Secretary
                           -----------------------------------

Date      12/20/95                                                    
------------------                                          

*Please print the name and title of the signing officer below the signature.
--------------------------------------------------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘24F-2EL’ Filing		Date		First		Last			Other Filings
Filed on:		12/28/95		5
		12/27/95		1
		12/22/95		2		3
		10/31/95		1		3			N-30D,  NSAR-B
		8/16/93		2
		7/14/93		2
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