Exhibit 99.1
ALGER CODE OF ETHICS
FOR
PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
I. Covered Officers/Purpose of the Code
This Code of Ethics (the "Code") is adopted by each investment
company in the Alger Fund Complex, as set forth in Exhibit A hereto
(collectively, "Funds" and each, "Company"). The Code applies to the
Company's Principal Executive Officer and Principal Financial Officer, as
set forth in Exhibit B hereto, and any other Company officers set forth
therein (the "Covered Officers") for the purpose of promoting:
* honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
* full, fair, accurate, timely and understandable disclosure in
reports and documents that a registrant files with, or submits
to, the Securities and Exchange Commission ("SEC") and in other
public communications made by the Company;
* compliance with applicable laws and governmental rules and
regulations;
* the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
* accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual
as well as apparent conflicts of interest.
II. Covered Officers Should Handle Ethically Actual and Apparent
Conflicts of Interest
Overview. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to, the
Company. For example, a conflict of interest would arise if a Covered
Officer, or a member of his family, receives improper personal benefits as
a result of his position with the Company.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Company and already are subject to conflict of
interest provisions in the Investment Company Act of 1940 ("Investment
Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers
Act"). For example, Covered Officers may not individually engage in
certain transactions (such as the purchase or sale of securities or other
property) with the Company because of their status as "affiliated persons"
of the Company. The Company's and the investment adviser's compliance
programs and procedures are designed to prevent, or identify and correct,
violations of these provisions.
This Code does not, and is not intended to, repeat or replace these
programs and procedures, and such conflicts fall outside of the parameters
of this Code.
Although typically not presenting an opportunity for improper
personal benefit, conflicts arise from, or as a result of, the contractual
relationship between the Company and the investment adviser of which the
Covered Officers are also officers or employees. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their
duties (whether formally for the Company or for the adviser, or for both),
be involved in establishing policies and implementing decisions that will
have different effects on the adviser and the Company. The participation
of the Covered Officers in such activities is inherent in the contractual
relationship between the Company and the adviser and is consistent with the
performance by the Covered Officers of their duties as officers of the
Company. Thus, if performed in conformity with the provisions of the
Investment Company Act and the Investment Advisers Act, such activities
will be deemed to have been handled ethically. In addition, it is
recognized by the Funds' Boards of Trustees/Directors ("Boards") that the
Covered Officers may also be officers or employees of one or more other
investment companies covered by this or other codes.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment
Company Act and the Investment Advisers Act. The following list provides
examples of conflicts of interest under the Code, but Covered Officers
should keep in mind that these examples are not exhaustive. The
overarching principle is that the personal interest of a Covered Officer
should not be placed improperly before the interest of the Company.
Each Covered Officer must:
* not use his personal influence or personal relationships
improperly to influence investment decisions or financial
reporting by the Company whereby the Covered Officer would
benefit personally to the detriment of the Company;
* not cause the Company to take action, or fail to take action,
for the individual personal benefit of the Covered Officer
rather than the benefit the Company;
* not use material non-public knowledge of portfolio transactions
made or contemplated for the Company to trade personally or
cause others to trade personally in contemplation of the market
effect of such transactions;
* report at least annually in writing to the adviser's general
counsel ("General Counsel") all affiliations or other
relationships that might give rise to a conflict of interest
between the Company and the Covered Officer.(1)
<FN>
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<F1> Any activity or relationship that would present a conflict for a
Covered Officer would likely also present a conflict for the Covered
Officer if a member of the Covered Officer's family engages in such
an activity or has such a relationship.
</FN>
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There are some conflict of interest situations that should be
discussed with the General Counsel or other senior legal officer of the
adviser. Examples of these include:
* service as a director on the board of any public or private
company;
* the receipt of any non-nominal gifts;
* the receipt of any entertainment from any company with which
the Company has current or prospective business dealings unless
such entertainment is business- related, reasonable in cost,
appropriate as to time and place, and not so frequent as to
raise any question of impropriety;
* any ownership interest in, or any consulting or employment
relationship with, any of the Company's service providers,
other than its investment adviser, principal underwriter,
administrator or any affiliated person thereof;
* a direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Company for
effecting portfolio transactions or for selling or redeeming
shares other than an interest arising from the Covered
Officer's employment, such as compensation or equity ownership.
III. Disclosure and Compliance
* Each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to the Company;
* each Covered Officer should not knowingly misrepresent, or
cause others to misrepresent, facts about the Company to
others, whether within or outside the Company, including to the
Company's directors and auditors, and to governmental
regulators and self-regulatory organizations;
* each Covered Officer should, to the extent appropriate within
his area of responsibility, consult with other officers and
employees of the Funds and the adviser with the goal of
promoting full, fair, accurate, timely and understandable
disclosure in the reports and documents the Funds file with, or
submit to, the SEC and in other public communications made by
the Funds; and
* it is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
IV. Reporting and Accountability
Each Covered Officer must:
* upon adoption of the Code, or as soon thereafter as applicable,
upon becoming a Covered Officer, affirm in writing to the Board
that he has received, read, and understands the Code;
* annually thereafter affirm to the Board that he has complied
with the requirements of the Code;
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* not retaliate against any other Covered Officer or any employee
of the Funds or their affiliated persons for reports of
potential violations that are made in good faith; and
* notify the General Counsel promptly if he knows of any violation
of this Code. Failure to do so is itself a violation of this
Code.
The General Counsel or other designated senior legal officer of the
adviser is responsible for applying this Code to specific situations in
which questions are presented under it and has the authority to interpret
this Code in any particular situation.(2) However, any approvals or
waivers(3) sought by the Principal Executive Officer will be considered by
the Audit Committee (the "Committee").
The Company and the Funds will follow these procedures in
investigating and enforcing this Code:
* the General Counsel or other designated senior legal officer
will take all appropriate action to investigate any potential
violations reported to him;
* if, after such investigation, the General Counsel believes that
no violation has occurred, the General Counsel is not required
to take any further action;
* any matter that the General Counsel believes is a violation
will be reported to the Committee;
* if the Committee concurs that a violation has occurred, it will
inform and make a recommendation to the Board, which will
consider appropriate action, which may include review of, and
appropriate modifications to, applicable policies and
procedures; notification to appropriate personnel of the
investment adviser or its board; or a recommendation to dismiss
the Covered Officer;
* the Committee will be responsible for granting waivers, as
appropriate; and
* any changes to or waivers of this Code will, to the extent
required, be disclosed as provided by SEC rules.
V. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' adviser, principal
underwriter, or other service providers govern or purport to govern the
behavior or activities of the Covered Officers who are subject to this
Code,
<FN>
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<F2> The General Counsel or other designated senior legal officer is
authorized to consult, as appropriate, with the chair of the
Committee, counsel to the Company and counsel to the Independent
Directors, and is encouraged to do so.
<F3> Item 2 of Form N-CSR defines "waiver" as "the approval by the
registrant of a material departure from a provision of the code of
ethics" and "implicit waiver," which must also be disclosed, as "the
registrant's failure to take action within a reasonable period of
time regarding a material departure from a provision of the code of
ethics that has been made known to an executive officer" of the
registrant.
</FN>
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they are superseded by this Code to the extent that they overlap or
conflict with the provisions of this Code. The Funds' and their investment
adviser's and principal underwriter's codes of ethics under Rule 17j-1
under the Investment Company Act and the adviser's more detailed policies
and procedures set forth in its code of ethics are separate requirements
applying to the Covered Officers and others, and are not part of this Code.
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VI. Amendments
Any amendments to this Code, other than amendments to Exhibit B, must
be approved or ratified by a majority vote of the Board, including a
majority of independent directors.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such
matters shall not be disclosed to anyone other than the appropriate Board
and its counsel, the appropriate Company and its adviser and the Boards of
other funds within the Alger Fund Complex and their counsel.
VIII. Internal Use
The Code is intended solely for the internal use by the Funds and
does not constitute an admission, by or on behalf of any Company, as to any
fact, circumstance, or legal conclusion.
Date: September 8, 2003
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Exhibit A
Investment Companies in the Alger Fund Complex
The Alger Fund
The Alger Institutional Fund
The Alger American Fund
The China-U.S. Growth Fund
Spectra Fund
Castle Convertible Fund, Inc.
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Exhibit B
Persons Covered by this Code of Ethics
Castle Convertible Fund, Inc.
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Chairman Fred M. Alger
President Dan C. Chung
Treasurer Frederick A. Blum
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