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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

   CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

                  Investment Company Act file number 811-21308

                           The China-U.S. Growth Fund
               (Exact name of registrant as specified in charter)

                    111 Fifth Avenue New York, New York 10003
               (Address of principal executive offices) (Zip code)

                              Mr. Frederick A. Blum

                           Fred Alger Management, Inc.

                                111 Fifth Avenue

                            New York, New York 10003
                     (Name and address of agent for service)

Registrant's telephone number, including area code:212-806-8800

Date of fiscal year end: October 31

Date of reporting period: October 31, 2004





ITEM 1.  REPORT(S) TO STOCKHOLDERS.

                                 THE CHINA-U.S.
                                   GROWTH FUND

                                  ANNUAL REPORT
                                OCTOBER 31, 2004

                                     [LOGO]


Dear Shareholders,                                             December 14, 2004

THE YEAR IN REVIEW

      It was an  unusual  year for  investing.  Corporate  profit  growth in the
United  States has rarely been better,  and both the U.S.  and global  economies
expanded at a steady,  stable clip with very low inflation for most of the year.
But a tight  presidential race, war in Iraq, rising energy and commodity prices,
and  continued  investor  skepticism  kept the U.S.  equity  markets muted until
November.  Meanwhile, China's economy generated consistent and rapid GDP growth,
but shares of Chinese  companies listed in Hong Kong or  Shanghai/Shenzhen  were
volatile.  Even so, many of the relevant indices  registered quite healthy gains
for the fiscal year.

      In the United  States,  the fiscal  year  began on a  positive  note,  and
through March, the markets responded positively to strong manufacturing activity
and growing  consumer  confidence.  In April the mood  started to shift.  Energy
prices were on the rise,  economic growth led to concerns (which proved correct)
that the Fed would soon raise interest rates,  and the situation in Iraq was not
improving.  Perhaps just as  unsettling  to the markets,  job growth  lagged the
broader economic  recovery.  As a result, the markets retreated from their March
peak and progressively moved lower until August.

      By autumn,  manufacturing  activity and consumer spending had slowed.  The
price of oil continued to rise and the Fed increased the short-term rate from 1%
to 1.75% by fiscal year end  (October 31,  2004).  The close  presidential  race
generated  passion  but  also  created  uncertainty,  and the  markets  remained
range-bound until Election Day. It may be a cliche,  but investors truly dislike
uncertainty,  and the markets only moved up significantly after the election was
over.

      As a result,  for the year ended October 31, 2004, the U.S. equity markets
experienced  modest gains with the Dow gaining 4.46%,  the Nasdaq up 2.68%,  and
the S&P 500 up 9.42%.  The yield on the U.S.  Treasury 10-year note was 4.05% on
October 31, compared to 4.30% a year earlier.

      In China,  the markets closely  tracked  concerns that China's economy was
growing too quickly and at risk of overheating. These concerns reached a peak in
the spring,  and the Chinese government took several steps to tighten credit and
slow down production. The result was a sharp drop in Chinese equities.  However,
after swooning nearly 30% between April and May, Chinese stocks began to recover
as investors  recognized  that the  measures to cool the economy  were  working.
Growth continued at nearly  double-digit rates, but inflation remained moderate.
As a result, equities recovered;  consumer spending was strong; commodity prices
helped to  propel  the  markets  up;  and real  estate in both Hong Kong and the
larger Chinese cities had a very strong summer.



PORTFOLIO MATTERS

      The  China-U.S.  Growth  Fund  gained  10.50%  from  November 3, 2003 (its
inception),  through the end of the fiscal year on October 31, 2004.  During the
same period,  the S&P 500 Index was up 7.62%,  while the MSCI Zhong Hua Index (a
free float-adjusted  index measuring China's and Hong Kong's market performance)
gained  7.42%.  We were  overweighted  relative to both  benchmarks  in consumer
discretionary  holdings,  and on the whole  these  did very  well,  with  strong
returns  from  watch  company  Fossil,  gaming  company  Wynn  Resorts,   fabric
manufacturer  Weiqiao Textile,  and from Yum! Brands,  which owns Kentucky Fried
Chicken and Pizza Hut. Our holdings in Chinese  automobile  companies,  however,
were off sharply  during the summer.  Several  consumer  staples  companies also
contributed to our out-performance, most notably Archer-Daniels-Midland.

      Our holdings in energy stocks yielded mixed results, with positive returns
from oil  service  company  Schlumberger  and  slightly  negative  returns  from
integrated oil company PetroChina. In the materials sector, many of our holdings
benefited from rising commodity  prices,  especially copper company Phelps Dodge
and coal company  Yanzhou Coal Mining,  but several of our steel  companies were
down.  Our holdings in financial and real estate  stocks were largely  positive,
but  an  underweighting  relative  to the  MSCI  Zhong  Hua  during  the  summer
negatively  affected relative  performance.  In the industrial space, good stock
picking led to strong  returns,  with  standouts  such as machine and  equipment
manufacturer Caterpillar, tool maker Danaher, and shipping and container company
Cosco Pacific.

      Finally, our holdings in the information  technology sector, where we were
overweighted relative to both benchmarks, were moderately up. Some holdings were
off quite sharply,  including  communications  equipment maker 3Com,  e-business
software company I2 Technologies, and semiconductor companies Integrated Silicon
Solutions and Taiwan Semiconductor  Manufacturing.  However, these were somewhat
offset by very strong  returns  from  Chinese  on-line  gaming  company  Shanda,
wireless technology leader Qualcomm, and chip maker Advanced Micro Devices.

LOOKING AHEAD

      For the first time in many years,  we believe  that the U.S.  market is no
longer gripped by the irrational  exuberance of the late 1990s or the irrational
pessimism of the first years of the new millennium.  Instead, we think that this
market  will  reward or  penalize  companies  based on how well those  companies
perform.  As a result,  heading into 2005,  we expect to see steady and rational
gains with less volatility than in past years.  Relative to impressive corporate
earnings growth and low interest rates, we believe that many U.S.  companies are
undervalued,


                                       2


and that those  achieving  solid,  double-digit  earnings  should command better
prices in the year ahead.  China,  meanwhile,  seems to be managing  its growth.
While the pace should moderate to the high single digits in 2005, China is still
a  high-growth  economy.  The  government  has so far  avoided  the  pitfall  of
overheating,  and we feel  confident in its ability both to check  inflation and
bank lending and to keep the economy moving forward at a robust clip.

      Alger is  celebrating  its 40th  anniversary  of managing  money,  and our
investment  philosophy and process remain the same. As always,  we will continue
to use our  time-tested,  disciplined  approach  in  order to  identify  dynamic
companies  and invest in them.  We value the trust you have placed in us, and we
thank you. We look forward to the year ahead.

                                                Respectfully submitted,


     /s/ Dan C. Chung

     Dan C. Chung
     Chief Investment Officer


     /s/ Zachary Karabell

     Zachary Karabell
     Co-Portfolio Manager


                                       3


THE CHINA-U.S. GROWTH FUND FUND HIGHLIGHTS THROUGH OCTOBER 31, 2004 (UNAUDITED)

HYPOTHETICAL $10,000 INVESTMENT FROM 11/3/03 TO 10/31/04

  [The following graph was depicted as a line chart in the printed materials.]

                                  [LINE CHART]

                               China             S&P 500              Zhong
         11/3/2003             10000              10000               10000
        10/31/2004             11050              10761               10742

The  chart  above  illustrates  the  change in value of a  hypothetical  $10,000
investment  made in The  China-U.S.  Growth Fund, the S&P 500 Index and the MSCI
Zhong Hau Index on November 3, 2003, the inception date of The China-U.S. Growth
Fund, through October 31, 2004. Figures for The China-U.S.  Growth Fund, the S&P
500 Index and the MSCI  Zhong Hau Index  (unmanaged  indices  of common  stocks)
include reinvestment of dividends.

PERFORMANCE COMPARISON AS OF 10/31/04

                                                                         SINCE
                                                                       INCEPTION
                                                                       ---------
THE CHINA-U.S. GROWTH FUND (INCEPTION 11/3/03)                           10.50%
S&P500 Index                                                              7.62%
MSCI Zhong Hau Index                                                      7.42%

THE FUND'S TOTAL RETURNS INCLUDE CHANGES IN SHARE PRICE AND REINVESTMENT OF
DIVIDENDS AND CAPITAL GAINS. THE GRAPH AND TABLE ABOVE DO NOT REFLECT THE
DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD HAVE PAID ON FUND DISTRIBUTIONS OR
ON THE REDEMPTION OF FUND SHARES. INVESTMENT RETURN AND PRINCIPAL WILL FLUCTUATE
AND THE FUND'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS.


                                       4


THE CHINA-U.S. GROWTH FUND
SHAREHOLDER EXPENSE EXAMPLE (UNAUDITED)

      As a shareholder  of the Fund,  you incur two types of costs:  transaction
costs, if applicable,  including  redemption fees; and ongoing costs,  including
management  fees and other fund  expenses.  This example is intended to help you
understand  your  ongoing  costs (in  dollars) of  investing  in the Fund and to
compare these costs with the ongoing costs of investing in other mutual funds.

      The  example  below is based on an  investment  of $1,000  invested at the
beginning of the six-month  period  starting May 1, 2004 and ending  October 31,
2004.

ACTUAL EXPENSES

      The first  line in the  table  below  provides  information  about  actual
account values and actual  expenses.  You may use the  information in this line,
together with the amount you  invested,  to estimate the expenses that you would
have paid over the  period.  Simply  divide  your  account  value by $1,000 (for
example,  an $8,600  account value  divided by $1,000 = 8.6),  then multiply the
result by the number in the first line under the heading entitled OExpenses Paid
During the PeriodO to estimate the expenses you paid on your account during this
period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

      The second line in the table below provides information about hypothetical
account  values and  hypothetical  expenses  based on the Fund's actual  expense
ratios and an assumed  rate of return of 5% per year before  expenses,  which is
not the Fund's actual return.  The hypothetical  account values and expenses may
not be used to estimate the actual ending  account  balance or expenses you paid
for the period.  You may use this  information  to compare the ongoing  costs of
investing in the Fund and other funds.  To do so,  compare this 5%  hypothetical
example with the 5% hypothetical examples that appear in the shareholder reports
of other funds.

      Please note that the  expenses  shown in the table are meant to  highlight
your  ongoing  costs only and do not  reflect  any  transaction  costs,  such as
redemption fees. Therefore,  the second line in the table is useful in comparing
ongoing costs only,  and will not help you determine the relative total costs of
owning different funds. In addition, if these transactional costs were included,
your costs would have been higher.

                                                                EXPENSES PAID
                        BEGINNING            ENDING           DURING THE PERIOD
                      ACCOUNT VALUE       ACCOUNT VALUE        MAY 1, 2004 TO
                       MAY 1, 2004      OCTOBER 31, 2004     OCTOBER 31, 2004(B)
                      -------------     -----------------    -------------------
Actual ............     $1,000.00           $1,069.70              $12.69
Hypothetical(a) ...      1,000.00            1,012.87               12.35

- ----------
(a)   5% annual return before expenses.
(b)   Expenses  are  equal to the  Fund's  annualized  expense  ratio of  2.44%,
      multiplied  by the average  account  value over the period,  multiplied by
      184/366 (to reflect the one-half year period).


                                       5


THE CHINA-U.S. GROWTH FUND
SCHEDULE OF INVESTMENTS
OCTOBER 31, 2004

    SHARES     COMMON STOCKS -- 92.3%                                   VALUE
   --------                                                             -----
               UNITED STATES -- 50.1%
               AEROSPACE & DEFENSE -- 1.9%
       5,500   United Technologies Corporation ...................   $   510,510
                                                                     -----------
               COMMERCIAL BANKS -- 1.4%
       8,600   UCBH Holdings, Inc. ...............................       370,575
                                                                     -----------
               COMMUNICATION EQUIPMENT -- 3.2%
      26,400   Motorola, Inc. ....................................       455,664
       9,400   QUALCOMM Inc. .....................................       393,014
                                                                     -----------
                                                                         848,678
                                                                     -----------
               ELECTRONIC EQUIPMENT & INSTRUMENTS -- 1.4%
      30,000   Flextronics International Ltd.* ...................       361,500
                                                                     -----------
               ENERGY EQUIPMENT & SERVICES -- 5.1%
      24,000   National-Oilwell, Inc.* ...........................       809,040
       8,600   Schlumberger Limited ..............................       541,284
                                                                     -----------
                                                                       1,350,324
                                                                     -----------
               FOOD & BEVERAGES -- 2.2%
      13,350   Yum! Brands, Inc. .................................       580,725
                                                                     -----------

               FOOD PRODUCTS -- 2.2%
      29,800   Archer-Daniels-Midland Company ....................       577,226
                                                                     -----------
               FREIGHT & LOGISTICS -- 1.9%
       5,600   FedEx Corp. .......................................       510,272
                                                                     -----------
               HOTELS, RESTAURANTS & LEISURE -- 1.0%
       4,300   Wynn Resorts, Limited* ............................       250,045
                                                                     -----------
               INFORMATION TECHNOLOGY SERVICES -- 1.1%
      58,400   Lionbridge Technologies, Inc.* ....................       273,896
                                                                     -----------
               INTERNET & CATALOG RETAIL -- .3%
       4,900   Elong Inc.* .......................................        66,640
                                                                     -----------
               INTERNET SOFTWARE & SERVICES -- 1.9%
      10,500   Netease.com Inc. ADR*# ............................       488,355
                                                                     -----------
               LEISURE & ENTERTAINMENT -- 2.3%
      20,000   Shanda Interactive Entertainment Ltd.* ............       607,780
                                                                     -----------
               MACHINERY -- 6.6%
       8,100   Caterpillar Inc. ..................................       652,374
       8,400   Danaher Corporation ...............................       463,092
      11,700   Joy Global Inc. ...................................       395,343
     260,000   Shanghai Zhenhua Port Machinery Co. Ltd. ..........       226,980
                                                                     -----------
                                                                       1,737,789
                                                                     -----------
               METALS & MINING -- 4.0%
       5,800   Phelps Dodge Corporation ..........................       507,732
      19,400   Schnitzer Steel Industries, Inc. Cl. A ............       548,050
                                                                     -----------
                                                                       1,055,782
                                                                     -----------
               MULTILINE RETAIL -- 2.3%
      20,900   Dollar Tree Stores, Inc.* .........................       604,010
                                                                     -----------


                                       6


THE CHINA-U.S. GROWTH FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
OCTOBER 31, 2004

    SHARES     COMMON STOCKS (CONTINUED)                                VALUE
   --------                                                             -----
               OIL & GAS -- 3.2%
       2,800   Frontline Limited .................................   $   140,224
      23,900   OMI Corporation ...................................       429,005
       5,900   Teekay Shipping Corporation .......................       272,580
                                                                     -----------
                                                                         841,809
                                                                     -----------
               SEMICONDUCTORS &
                 SEMICONDUCTOR EQUIPMENT -- 4.6%
      75,900   Axcelis Technologies, Inc.* .......................       652,740
      51,900   Semiconductor Manufacturing International
                 Corporation ADR*# ...............................       560,001
                                                                     -----------
                                                                       1,212,741
                                                                     -----------
               SOFTWARE -- 1.3%
      14,875   PalmSource, Inc.* .................................       333,498
                                                                     -----------
               TEXTILES, APPAREL & LUXURY GOODS -- 2.2%
       3,750   NIKE, Inc. Cl. B ..................................       304,913
      10,400   Quiksilver, Inc.* .................................       283,400
                                                                     -----------
                                                                         588,313
                                                                     -----------
               Total United States (Cost $12,171,710) ............    13,170,468
                                                                     -----------
               CHINA -- 26.1%
               ADVERTISING -- 2.1%
   2,262,000   HC International, Inc. ............................       552,168
                                                                     -----------
               AIRLINES -- 1.0%
     642,000   China National Aviation Company Limited ...........       123,723
     374,000   China Southern Airlines Company Limited* ..........       129,736
                                                                     -----------
                                                                         253,459
                                                                     -----------
               AUTOMOTIVE -- .9%
     481,980   Chongqing Changan Automobile Co., Ltd. Cl. B ......       225,401
                                                                     -----------
               AUTOMOTIVE EQUIPMENT & SERVICE -- 1.0%
     341,400   Weifu High-Technology Co., Ltd Cl. B ..............       262,295
                                                                     -----------
               BEVERAGES -- 0%
          16   Yantai Changyu Pioneer Wine Company Limited .......            15
                                                                     -----------
               CHEMICALS -- .6%
     460,000   Sinopec Beijing Yanhua Petrochemical Company ......       166,956
                                                                     -----------
               DIVERSIFIED TELECOMMUNICATION SERVICES -- .9%
     716,000   China Telecom Corporation Limited Cl. H ...........       229,974
                                                                     -----------
               ELECTRIC UTILITIES -- 2.5%
     624,000   China Resources Power Holdings Company Limited ....       356,755
     380,000   Datang International Power Generation Company Limited     302,692
                                                                     -----------
                                                                         659,447
                                                                     -----------
               ELECTRICAL EQUIPMENT -- .7%
     157,200   Foshan Electrical and Lighting Co., Ltd. ..........       187,020
                                                                     -----------
               ELECTRONIC EQUIPMENT & INSTRUMENTS -- .7%
     666,000   Digital China Holdings Limited* ...................       188,245
                                                                     -----------
               FOOD & STAPLES RETAILING -- .4%
     125,000   China Mengniu Dairy Company Limited* ..............       103,585
                                                                     -----------


                                       7


THE CHINA-U.S. GROWTH FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
OCTOBER 31, 2004

    SHARES     COMMON STOCKS (CONTINUED)                                VALUE
   --------                                                             -----
               INDUSTRIAL CONGLOMERATES -- 2.5%
     120,000   China Merchants Holdings International Company
                 Limited .........................................   $   177,298
     348,000   China Resources Enterprise Limited ................       485,103
                                                                     -----------
                                                                         662,401
                                                                     -----------
               MACHINERY -- 1.4%
     184,000   Weichai Power Co., Ltd. ...........................       379,418
                                                                     -----------
               MARINE -- .7%
     430,000   China Shipping Container Lines Company Limited* ...       179,546
                                                                     -----------
               METALS & MINING -- 2.2%
   2,066,000   Shougang Concord Century Holdings Limited .........       199,075
     980,000   Zijin Mining Group Co., Ltd. ......................       380,870
                                                                     -----------
                                                                         579,945
                                                                     -----------
               OIL & GAS -- 2.1%
     460,000   China Petroleum & Chemical Corp. (Sinopec) ........       174,343
     708,000   PetroChina Company Limited Cl. H ..................       370,669
                                                                     -----------
                                                                         545,012
                                                                     -----------
               PAPER & FOREST PRODUCTS -- .9%
     366,200   Shandong Chenming Paper Holdings Ltd. .............       237,123
                                                                     -----------

               REAL ESTATE -- .9%
   1,122,000   China Overseas Land Investment Limited ............       245,057
                                                                     -----------
               ROAD & RAIL -- .7%
     418,000   Jiangsu Expressway Company Ltd ....................       177,221
                                                                     -----------
               TEXTILES, APPAREL & LUXURY GOODS -- .8%
     264,300   Luthai Textile Co., Ltd. ..........................       222,415
                                                                     -----------
               TRANSPORTATION -- 1.8%
     134,000   Cosco Pacific Limited .............................       231,554
     145,100   Shenzhen Chiwan Wharf Holdings Ltd. ...............       255,582
                                                                     -----------
                                                                         487,136
                                                                     -----------
               WIRELESS TELECOMMUNICATION SERVICES -- 1.3%
     116,500   China Mobile (Hong Kong) Limited ..................       338,267
                                                                     -----------

               Total China (Cost $6,838,697) .....................     6,882,106
                                                                     -----------
               HONG KONG -- 15.1%
               ADVERTISING -- .4%
   2,152,000   SEEC Media Group Limited* .........................       110,593
                                                                     -----------
               COMMERCIAL BANKS -- 2.7%
     295,500   BOC Hong Kong (Holdings) Limited ..................       537,204
      13,500   Hang Seng Bank Limited ............................       179,514
                                                                     -----------
                                                                         716,718
                                                                     -----------
               DIVERSIFIED TELECOMMUNICATION SERVICES -- .8%
     452,000   Comba Telecom Systems Holding Limited* ............       206,154
                                                                     -----------
               FOOD PRODUCTS -- .5%
     166,000   Global Bio-chem Technology Group Company Limited ..       130,096
                                                                     -----------
               HOUSEHOLD DURABLES -- 1.0%
     742,000   Skyworth Digital Holdings Limited .................       255,008
                                                                     -----------


                                       8


THE CHINA-U.S. GROWTH FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
OCTOBER 31, 2004

    SHARES     COMMON STOCKS (CONTINUED)                                VALUE
   --------                                                             -----
               MULTILINE RETAIL -- .7%
     132,000   Lifestyle International Holdings Limited ..........   $   186,549
                                                                     -----------
               REAL ESTATE -- 8.0%
      30,000   Cheung Kong (Holdings) Limited ....................       248,603
     872,000   Far East Consortium International Limited .........       235,267
     126,000   Hang Lung Properties Limited ......................       186,973
     143,216   Hysan Development Company Limited .................       237,360
     205,000   New World Development Company Limited .............       179,097
      16,000   Sun Hung Kai Properties Limited ...................       148,006
      72,500   Swire Pacific Limited .............................       512,302
     258,000   Wheelock and Company Limited ......................       362,960
                                                                     -----------
                                                                       2,110,568
                                                                     -----------
               SPECIALTY RETAIL -- 1.0%
     450,000   Giordano International Limited ....................       251,494
                                                                     -----------

               Total Hong Kong (Cost $3,981,511) .................     3,967,180
                                                                     -----------
               TAIWAN -- 1.0%
               SEMICONDUCTORS &
                 SEMICONDUCTOR EQUIPMENT -- 1.0%
     368,000   Advanced Semiconductor Engineering Inc. ...........       253,378
                                                                     -----------

               Total Taiwan (Cost $253,475) ......................       253,378
                                                                     -----------
               Total Common Stocks (Cost $23,245,393) ............    24,273,132
                                                                     -----------
   PRINCIPAL
    AMOUNT
   ---------
               SHORT-TERM INVESTMENTS -- 7.2%
               U.S. AGENCY OBLIGATIONS
  $1,894,000   Federal Home Loan Banks, 1.65%, 11/1/04
                 (Cost $1,894,000) ...............................     1,894,000
                                                                     -----------
Total Investments
  (Cost $25,139,393)(a) ..............................      99.5%     26,167,132
Other Assets in Excess of Liabilities ................       0.5         122,876
                                                           -----     -----------
 Net Assets ..........................................     100.0%    $26,290,008
                                                           =====     ===========

- ----------
*     Non-income producing security.
#     American Depositary Receipts.
(a)   At October 31, 2004, the net unrealized appreciation on investments, based
      on cost for  federal  income  tax  purposes  of  $25,327,532  amounted  to
      $839,600 which  consisted of aggregate  gross  unrealized  appreciation of
      $1,700,302 and aggregate gross unrealized depreciation of $860,702.

PORTFOLIO SUMMARY+ (UNAUDITED)

- --------------------------------------------------------------------------------
                                                                       Value (%)
- --------------------------------------------------------------------------------

United States                                                              50.1%
China                                                                      26.1%
Hong Kong                                                                  15.1%
Taiwan                                                                      1.0%
Cash and Net Other Assets                                                   7.7%
                                                                          -----
                                                                          100.0%

+     Based on net assets.
- --------------------------------------------------------------------------------

                       See Notes to Financial Statements.


                                       9


THE CHINA-U.S. GROWTH FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING
THROUGHOUT THE PERIOD



                                                               NOVEMBER 3, 2003 (I)
                                                                        TO
                                                               OCTOBER 31, 2004 (II)
                                                               ---------------------
                                                                 
Net asset value, beginning of period ...........................    $    10.00
Net investment loss (iii) ......................................         (0.08)
Net realized and unrealized gain (loss) on investments .........          1.13
                                                                    ----------
Total from investment operations ...............................          1.05
                                                                    ----------
Net assets value, end of period ................................    $    11.05
                                                                    ==========
Total return ...................................................         10.50%
                                                                    ==========
Ratios and Supplemental Data:
   Net assets, end of period (000's omitted) ...................    $   26,290
                                                                    ==========
   Ratio of expenses to average net assets .....................          2.44%
                                                                    ==========
   Ratio of net investment income (loss) to average net assets .         (0.81)%
                                                                    ==========
   Decrease reflected in above ratios due to expense
     reimbursement--Note 3(a) ..................................          0.43%
                                                                    ==========
   Portfolio turnover rate .....................................        267.42%
                                                                    ==========


- ----------
(i)   Commencement of operations.
(ii)  Ratios have been annualized; total return has not been annualized.
(iii) Amount was computed based on average shares outstanding during the period.

                       See Notes to Financial Statements.


                                       10


THE CHINA-U.S. GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2004


                                                                          
ASSETS:
   Investments in securities, at value (cost $25,139,393), see
      accompanying schedule of investments ...................                  $ 26,167,132
   Cash ......................................................                         4,109
   Foreign currency, at value (cost $379,810) ................                       381,350
   Receivable for investment securities sold .................                     1,078,250
   Receivable for shares of beneficial interest sold .........                        23,460
   Dividends receivable ......................................                        14,461
   Receivable from Investment Manager--Note 3(a) .............                        26,978
   Prepaid expenses ..........................................                        23,486
                                                                                ------------
       Total Assets ..........................................                    27,719,226
LIABILITIES:
   Payable for investment securities purchased ...............    $  1,268,810
   Payable for shares of beneficial interest redeemed ........          57,882
   Investment advisory fees payable ..........................          33,073
   Shareholder servicing fees payable ........................           5,512
   Transfer agent fees .......................................           2,894
   Trustees' fees payable ....................................           2,769
   Accrued expenses ..........................................          58,278
                                                                  ------------
       Total Liabilities .....................................                     1,429,218
                                                                                ------------
NET ASSETS ...................................................                  $ 26,290,008
                                                                                ============
NET ASSETS CONSIST OF:
   Paid-in capital ...........................................                  $ 25,450,405
   Undistributed net investment income (accumulated loss) ....                            --
   Undistributed net realized gain (accumulated loss) ........                      (188,136)
   Net unrealized appreciation (depreciation) of investments .                     1,027,739
                                                                                ------------
NET ASSETS ...................................................                  $ 26,290,008
                                                                                ============
   Net Asset Value Per Share .................................                  $      11.05
                                                                                ============

Shares of beneficial interest outstanding--Note 5 ............                     2,379,594
                                                                                ============


                       See Notes to Financial Statements.


                                       11


THE CHINA-U.S. GROWTH FUND
STATEMENT OF OPERATIONS
NOVEMBER 3, 2003(I) TO OCTOBER 31, 2004


                                                                          
INVESTMENT INCOME:
   Income:
     Dividends (net of foreign witholding taxes of $1,477) ...                  $    289,558
     Interest ................................................                        19,071
                                                                                ------------
       Total Income ..........................................                       308,629
   Expenses:
     Investment advisory fees--Note 3(a) .....................    $    284,692
     Custodian fees ..........................................          85,578
     Shareholder servicing fees--Note 3(e) ...................          47,449
     Trustees' fees ..........................................          30,769
     Professional fees .......................................          30,692
     Printing ................................................          28,386
     Transfer agent fees--Note 3(b) ..........................          13,042
     Registration fees .......................................           6,352
     Miscellaneous ...........................................          17,158
                                                                  ------------
                                                                       544,118
      Less expense reimbursement--Note 3(a) ..................         (81,778)
                                                                  ------------
        Total Expenses .......................................                       462,340
                                                                                ------------
NET INVESTMENT LOSS ..........................................                      (153,711)
REALIZED AND UNREALIZED GAIN (LOSS)ON
   INVESTMENTS AND FOREIGN CURRENCY:
Net realized loss on investments .............................        (109,774)
Net realized loss on foreign currency transactions ...........          (4,968)
Net change in unrealized appreciation (depreciation)
   on investments and foreign currency translations ..........       1,027,739
                                                                  ------------
       Net realized and unrealized gain on investments
          and foreign currency ...............................                       912,997
                                                                                ------------
NET INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS ................................................                  $    759,286
                                                                                ============


- ----------
(i)   Commencement of operations.

                       See Notes to Financial Statements.


                                       12


THE CHINA-U.S. GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS



                                                                      NOVEMBER 3, 2003(I)
                                                                              TO
                                                                       OCTOBER 31, 2004
                                                                      -------------------
                                                                     
Net investment loss ................................................    $   (153,711)
Net realized loss on investments and foreign currency transactions .        (114,742)
Net change in unrealized appreciation (depreciation) on investments
   and foreign currency translations ...............................       1,027,739
                                                                        ------------
    Net increase in net assets resulting from operations ...........         759,286

Net increase from shares of beneficial interest transactions--Note 5      25,430,722
                                                                        ------------
      Total increase in net assets .................................      26,190,008
                                                                        ------------
Net assets:
  Beginning of period ..............................................         100,000
                                                                        ------------
  End of period ....................................................    $ 26,290,008
                                                                        ============


- ----------
(i)   Commencement of operations.

                       See Notes to Financial Statements.


                                       13


THE CHINA-U.S. GROWTH FUND
NOTES TO FINANCIAL STATEMENTS

NOTE 1--GENERAL:

      The  China-U.S.  Growth  Fund  (the  OFundO)  is  a  diversified  open-end
registered  investment  company  organized as a business trust under the laws of
the Commonwealth of Massachusetts.  The Fund's investment objective is long-term
capital appreciation. It seeks to achieve its objective by normally investing in
equity  securities which are publicly traded in the United States,  China,  Hong
Kong and Taiwan markets.  The Fund commenced operations on November 3, 2003 with
the issuance of 10,000 shares at $10.00 per share to Fred Alger Management, Inc.
(OAlger ManagementO), the Fund's investment manager. The Fund's fiscal year ends
on October 31.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES:

(A) INVESTMENT VALUATION--Investments of the Fund are valued on each day the New
York Stock  Exchange (the ONYSEO) is open as of the close of the NYSE  (normally
4:00 p.m.  Eastern  time).  Listed  securities  for which  such  information  is
regularly  reported  are  valued  at the last  reported  sales  price or, in the
absence of reported  sales,  at the mean  between the bid and asked price or, in
the absence of a recent bid or asked price,  the equivalent as obtained from one
or more of the major market makers for the  securities to be valued.  Securities
listed on foreign  exchanges are valued at the last reported  sales price or, in
the  absence of reported  sales,  at the mean  between the bid and asked  price.
Securities  included  within  the  Nasdaq  market  shall be valued at the Nasdaq
official closing price (ONOCPO) on the day of valuation,  or if there be no NOCP
issued,  at the last sale  price on such day.  Securities  included  within  the
Nasdaq  market  for which  there is no NOCP and no last sale price on the day of
valuation  shall be valued at the mean  between the last bid and asked prices on
such day.

Securities for which market  quotations are not readily  available are valued at
fair value,  as determined in good faith  pursuant to procedures  established by
the Board of Trustees.

Securities  in which the Fund invests may be traded in markets that close before
the close of the NYSE.  Normally,  developments  that occur between the close of
the foreign markets and the close of the NYSE (normally 4:00 p.m.  Eastern time)
will  not  be  reflected  in the  Fund's  net  asset  value.  However,  if it be
determined that such  developments  are so significant that they will materially
affect the value of the  Fund's  securities,  the Fund may  adjust the  previous
closing prices to reflect what the Valuation  Committee,  under the direction of
the Board of Trustees,  believes to be the fair value of these  securities as of
the  close  of the  NYSE.  The  Fund may also  fair  value  securities  in other
situations, for example, when a particular foreign market is closed but the Fund
is open.


                                       14


THE CHINA-U.S. GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Short-term  securities  having a  remaining  maturity  of sixty days or less are
valued at amortized cost which approximates market value. Shares of mutual funds
are valued at the net asset value of the underlying mutual fund.

(B) SECURITIES TRANSACTIONS AND INVESTMENT  INCOME--Securities  transactions are
recorded  on a trade  date  basis.  Realized  gains and losses  from  securities
transactions  are recorded on the basis of identified  cost.  Dividend income is
recognized  on the  ex-dividend  date and interest  income is  recognized on the
accrual  basis.   Occasionally,   dividends  are  recorded  as  soon  after  the
ex-dividend date as the Fund, using reasonable diligence,  becomes aware of such
dividends.

(C)  FOREIGN  CURRENCY  TRANSLATIONS--The  books  and  records  of the  Fund are
maintained in U.S. dollars. Foreign currencies, investments and other assets and
liabilities are translated into U.S. dollars at the prevailing rates of exchange
on the valuation date.  Purchases and sales of investment  securities and income
and expenses are translated into U.S.  dollars at the prevailing  exchange rates
on the respective dates of such transactions.

Net realized  gains and losses on foreign  currency  transactions  represent net
gains and losses from the disposition of foreign currencies,  currency gains and
losses  realized  between  the trade  dates  and  settlement  dates of  security
transactions,  and the difference  between the amount of net  investment  income
accrued and the U.S. dollar amount actually received.  The effects of changes in
foreign  currency  exchange  rates on  investments in securities are included in
realized  and  unrealized  gain or  loss  on  investments  in the  Statement  of
Operations.

(D)  DIVIDENDS  TO   SHAREHOLDERS--Dividends   and   distributions   payable  to
shareholders  are recorded by the Fund on the ex-dividend  date.  Dividends from
net investment income and distributions from net realized gains are declared and
paid annually after the end of the fiscal year in which earned.

The  characterization  of distributions to shareholders for financial  statement
purposes is determined in accordance  with federal income tax rules.  Therefore,
the  source  of the  Fund's  distributions  may  be  shown  in the  accompanying
financial  statements as either from, or in excess of net investment income, net
realized gain on investment transactions or return of capital,  depending on the
type of  book/tax  differences  that may  exist.  Capital  accounts  within  the
financial   statements   are  adjusted  for  permanent   book/tax   differences.
Reclassifications  result primarily from the differences in tax treatment of net
operating losses and foreign currency transactions.  The reclassification had no
impact on the net asset  value of the Fund and is designed to present the Fund's
capital accounts on a tax basis.

(E)  FEDERAL  INCOME   TAXES--It  is  the  Fund's  policy  to  comply  with  the
requirements of the Internal Revenue Code applicable to regulated investment


                                       15


THE CHINA-U.S. GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

companies and to distribute all of its investment  company taxable income to its
shareholders. Provided the Fund maintains such compliance, no federal income tax
provision is required.

(F)  INDEMNIFICATION--The  Fund enters into  contracts that contain a variety of
indemnification provisions. The Fund's maximum exposure under these arrangements
is unknown.  The Fund does not anticipate  recognizing any loss related to these
arrangements.

(G)  OTHER--These  financial  statements  have been prepared using estimates and
assumptions that affect the reported amounts therein.  Actual results may differ
from those estimates.

NOTE 3--INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

(A) INVESTMENT ADVISORY FEES--The Fund pays Alger Management a monthly fee at an
annual rate of 1.50% based on the value of the Fund's  average daily net assets.
JF International Management Inc. (OJFIMO), a registered investment adviser, acts
as  sub-adviser  to the Fund under a written  sub-advisory  agreement with Alger
Management. JFIM's fees and compensation are paid by Alger Management.

Effective December 23, 2004, Alger Management has established an expense cap for
the Fund,  whereby it will reimburse the Fund if annualized  operating  expenses
exceed 2.40% of average daily net assets. For the period ended October 31, 2004,
Alger Management reimbursed the Fund $81,778. Alger Management has contractually
agreed to extend the expense cap through February 28, 2005.

(B) TRANSFER AGENT FEES--Alger Shareholder Services, Inc. (OAlger ServicesO), an
affiliate of Alger Management, served as transfer agent for the Fund. During the
period ended  October 31, 2004,  the Fund  incurred fees of $13,042 for services
provided by Alger Services.  Effective  November 22, 2004, State Street Bank and
Trust Company  replaced Alger Services as the Fund's  transfer  agent.  Transfer
agent services are provided by State Street Bank and Trust Company's  affiliate,
Boston Financial Data Services, Inc.

(C) BROKERAGE  COMMISSIONS--During  the period ended October 31, 2004,  the Fund
paid Fred Alger & Company,  Incorporated  (OAlger Inc.O),  an affiliate of Alger
Management, $27,003 in connection with securities transactions.

(D) TRUSTEES'  FEES--Certain trustees and officers of the Fund are directors and
officers of Alger Management,  Alger Inc. and Alger Services. The Fund pays each
trustee who is not affiliated with Alger  Management or its affiliates an annual
fee of $8,000.

(E)  SHAREHOLDER  SERVICING  FEES--The  Fund  has  entered  into  a  shareholder
servicing agreement with Alger Inc. whereby Alger Inc. provides the Fund with


                                       16


THE CHINA-U.S. GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

ongoing  servicing of shareholder  accounts.  As compensation for such services,
the Fund pays Alger Inc.  a monthly  fee at an annual  rate equal to .25% of the
value of the Fund's average daily net assets.

NOTE 4--SECURITIES TRANSACTIONS:

During the period ended  October 31,  2004,  purchases  and sales of  investment
securities,   excluding  short-term   securities,   aggregated  $71,246,131  and
$47,887,922, respectively.

Transactions in foreign securities may involve certain  considerations and risks
not typically  associated with those of U.S.  companies  because of, among other
factors,  the  level of  governmental  supervision  and  regulation  of  foreign
security markets, and the possibility of political or economic instability.

NOTE 5--SHARE CAPITAL:

      The Fund has an  unlimited  number  of  authorized  shares  of  beneficial
interest of $.001 par value.

      During  the period  ended  October  31,  2004,  transactions  of shares of
beneficial interest were as follows:

                                                SHARES                AMOUNT
                                                ------                ------
Shares sold ......................             2,538,362           $ 27,197,643
Shares redeemed ..................              (168,768)            (1,766,921)
                                            ------------           ------------
Net increase .....................             2,369,594           $ 25,430,722
                                            ============           ============

The Fund may impose a 2.00%  redemption fee on Fund shares  redeemed  (including
shares redeemed by exchange) less than one year after such shares were acquired.
The fees  retained by the Fund are included as paid-in  capital on the Statement
of Assets and Liabilities.  During the period ended October 31, 2004, redemption
fees were $29,528.

NOTE 6--DISTRIBUTIONS TO SHAREHOLDERS:

      During the period ended October 31, 2004, no distributions were paid.

      As of October 31, 2004, the components of distributable  earnings on a tax
basis were as follows:

Undistributed ordinary income .............................                   --
Undistributed long-term gain ..............................                   --
Unrealized appreciation ...................................             $839,600

      The difference between book basis and tax basis unrealized appreciation is
primarily to the tax deferral of losses on wash sales.

NOTE 7--REGULATORY MATTERS:

      The Office of the New York Attorney General,  the Attorney General of West
Virginia,  the Massachusetts  Securities Division of the Office of the Secretary
of the Commonwealth,  and the United States  Securities and Exchange  Commission
(OSECO) have contacted Alger Management in con-


                                       17


nection  with their  investigation  of  practices  in the mutual  fund  industry
identified as Omarket  timingO and Olate  tradingO of mutual fund shares.  Alger
Management does not believe that the foregoing investigations, or the outcome of
certain  related  class  actions  and  derivative  suits that have been  brought
against  Alger  Management  and  other  defendants  primarily  as a result of an
October  2003  SECcivil  proceeding  against  a former  vice  chairman  of Alger
Management's immediate parent, will materially affect its ability to perform its
management contracts with any of the funds that it manages.


                                       18


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of
  The China - U.S. Growth Fund:

We have  audited the  accompanying  statement of assets and  liabilities  of The
China - U.S. Growth Fund,  including the schedule of investments,  as of October
31, 2004, and the related  statement of operations,  the statement of changes in
net  assets,  and the  financial  highlights  for the  period  November  3, 2003
(commencement of operations) to October 31, 2004. These financial statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements and financial highlights. Our procedures
included   confirmation  of  investments  owned  as  of  October  31,  2004,  by
correspondence  with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
China - U.S. Growth Fund at October 31, 2004, and the results of its operations,
the  changes in its net  assets,  and the  financial  highlights  for the period
November 3, 2003 (commencement of operations) to October 31, 2004, in conformity
with U.S. generally accepted accounting principles.


                                                    /s/ Ernst & Young LLP

December 15, 2004


                                       19


TRUSTEES AND OFFICERS OF THE FUND

Information  about the Trustees and officers of the Fund is set forth below.  In
the table the term OAlger Fund ComplexO refers to the Fund, The Alger Funds, The
Alger  American  Fund, The Alger  Institutional  Funds,  Spectra Fund and Castle
Convertible Fund, Inc., each of which is a registered investment company managed
by Fred Alger Management,  Inc. (OAlger ManagementO).  Each Trustee serves until
an event of termination, such as death or resignation, or until his successor is
duly elected; each officer's term of office is one year. Unless otherwise noted,
the address of each person named below is 111 Fifth Avenue, New York, NY 10003.




                                                                                                    NUMBER OF
                                                                                                      FUNDS
                                                                                                IN THE ALGER FUND
                                                                                     TRUSTEE      COMPLEX WHICH
 NAME, AGE, POSITION WITH                                                            AND/OR        ARE OVERSEEN
   THE FUND AND ADDRESS                     PRINCIPAL OCCUPATIONS                 OFFICER SINCE     BY TRUSTEE
- -----------------------------------------------------------------------------------------------------------------
                                                                                               
INTERESTED TRUSTEES

Zachary Karabell (37)         Senior Vice President (Vice President prior to October    2003             1
  Chairman of the Board       2003) and Senior Economic Analyst of Alger
                              Management since 2002; consultant and author
                              since 1997. Research Fellow at the Miller Center,
                              University of Virginia 1998-2000 and Visiting
                              Professor, Dartmouth College 1997.

Hilary M. Alger (42)          Trustee/Director of five of the six funds in the Alger    2003            17
  Trustee                     Fund Complex; Director of Development,
                              Pennsylvania Ballet, formerly Associate Director of
                              Development, College of Arts and Sciences,
                              University of Virginia, formerly Director of
                              Development and Communications, Lenox Hill
                              Neighborhood House.

NON-INTERESTED TRUSTEES

Stephen E. O'Neil (72)        Attorney; Private investor since 1981; Director of        2003            23
  Trustee                     Brown-Forman Corporation; Trustee/Director of the
                              six funds in the Alger Fund Complex; formerly of
                              Counsel to the law firm of Kohler & Barnes.

Lester L. Colbert, Jr. (70)   Private investor; Trustee/Director of five of the six     2003            17
  Trustee                     funds in the Alger Fund Complex. Formerly Chairman
                              of the Board and Chief Executive Officer of Xidex
                              Corporation.

Nathan E. Saint-Amand,        Medical doctor in private practice; Co-Partner Fishers    2003            23
  M.D. (66)                   Island Partners; Member of the Board of the
  Trustee                     Manhattan Institute; Trustee/Director of the
                              six funds in the Alger Fund Complex. Formerly
                              Co-Chairman Special Projects Committee of
                              Memorial Sloan Kettering.

Joseph S. Nye, Jr. (66)       Trustee/Director of the six funds in                      2003            23
  Trustee                     the Alger Fund Complex; Dean, John F.
                              Kennedy School of Government, Harvard
                              University, since 1995; Assistant Secretary
                              of Defense for International Security Affairs
                              1994-1995; Chairman, National Intelligence
                              Council, 1993-1994.



                                       20




                                                                                                    NUMBER OF
                                                                                                       FUNDS
                                                                                                 IN THE ALGER FUND
                                                                                     TRUSTEE       COMPLEX WHICH
 NAME, AGE, POSITION WITH                                                            AND/OR        ARE OVERSEEN
   THE FUND AND ADDRESS                     PRINCIPAL OCCUPATIONS                 OFFICER SINCE     BY TRUSTEE
- ------------------------------------------------------------------------------------------------------------------
                                                                                               
OFFICERS

Dan C. Chung (42)             President, Director and Chief Investment Officer          2003            16
  President                   of Alger Management; President and Director
                              of Alger Associates (OAssociatesO), Fred Alger &
                              Company, Incorporated (OAlger Inc.O), Alger
                              Properties, Inc. (OPropertiesO), Alger Shareholder
                              Services, Inc. (OServicesO), Alger Life Insurance
                              Agency, Inc. (OAgencyO), Fred Alger International
                              Advisory S.A. (OInternationalO), Analysts Resources,
                              Inc. (OARIO) and Trust; Trustee/Director of four of
                              the six funds in the Alger Fund Complex.

Frederick A. Blum (51)        Executive Vice President and Treasurer of Alger Inc.,     2003            N/A
  Treasurer and               Alger Management, Properties, Associates, ARI,
  Assistant Secretary         Services and Agency since September 2003 and
                              Senior Vice President prior thereto; Treasurer or
                              Assistant Treasurer, and Assistant Secretary, of
                              each of the other five investment companies in
                              the Alger Fund Complex since the later of 1996 or
                              its inception. Director of SICAV and International
                              and Chairman of the Board (and prior thereto,
                              Senior Vice President) and Treasurer of Alger
                              National Trust Company since 2003.

Dorothy G. Sanders (49)       Senior Vice President, General Counsel and                2003            N/A
  Secretary                   Secretary of Alger, Inc., General Counsel and
                              Secretary of Associates, Agency, Properties,
                              Services, ARI and Alger Management; Secretary of
                              International and the six funds in the Alger Fund
                              Complex. Formerly Senior Vice President, Fleet
                              Financial Group.


Mr. Karabell is an Ointerested personO (as defined in the Investment Company
Act) of the Fund because of his affiliations with Alger Management. Mr. Karabell
is a son-in-law of Fred M. Alger III, who holds in excess of 25% of the
outstanding voting securities of Alger Associates, Inc. and may be deemed to
control that company and its subsidiaries, including Alger Management and Alger
Inc. Mr. Alger holds his shares through a limited liability company, of which he
is president and majority shareholder. Ms. Alger is an Ointerested personO
because she is an immediate family member of Mr. Alger. No Trustee is a director
of any public company except as may be indicated under OPrincipal Occupations.O
Mr. Nye has given notice of his intention to resign as Trustee of the Fund. Ms.
Sanders resigned as Secretary effective November 19, 2004.

The Statement of Additional Information contains additional information about
the Fund's Trustees and is available without charge upon request by calling
(800) 992-3863.


                                       21


NOTES:



NOTES:



NOTES:



THE CHINA-U.S. GROWTH FUND

111 Fifth Avenue
New York, NY 10003
(800) 254-3796
www.chinausgrowthfund.com

INVESTMENT MANAGER

Fred Alger Management, Inc.
111 Fifth Avenue
New York, NY 10003

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Boston Financial Data Services, Inc.
P.O. Box 8480
Boston, MA 02266

This report is submitted for the general  information of the shareholders of The
China-U.S.  Growth Fund. It is not  authorized for  distribution  to prospective
investors  unless  accompanied by an effective  Prospectus  for the Fund,  which
contains  information  concerning  the  Fund's  investment  policies,  fees  and
expenses as well as other pertinent information.

PROXY VOTING POLICIES

A description  of the policies and  procedures the Fund uses to determine how to
vote proxies  relating to portfolio  securities  and the proxy voting  record is
available,  without  charge,  by calling (800)  254-3796 or online on the Fund's
website at http://www.chinausgrowthfund.com or on the EDGARDatabase on the SEC's
web site (http://www.sec.gov).

QUARTERLY FUND HOLDINGS

Commencing  with the fiscal  quarter  ending July 31,  2004,  the Fund files its
complete  schedule of  portfolio  holdings  with the SEC for the first and third
quarter of each fiscal year on Form N-Q.  Forms N-Q are available  online on the
Fund's  website at  http://www.chinausgrowthfund.com  or on the SEC's website at
HTTP://WWW.SEC.GOV. The Fund's Forms N-Q may be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. Information regarding the operation of
the SEC's Public  Reference  Room may be obtained by calling  1-800-SEC-0330.  A
copy of the most recent  quarterly  holdings may also be obtained from the Funds
by calling (800) 254-3796.




[LOGO]




SAC 61504 L1



       The China-U.S. Growth Fund
[LOGO] Boston Financial Data Services, Inc.
       P.O. Box 8480
       Boston, MA 02266




SAC 61504 L2




ITEM 2.  CODE OF ETHICS.

      (a)   The Registrant has adopted a code of ethics (the "Code of Ethics")
            that applies to its principal executive officer, principal financial
            officer, principal accounting officer or controller, or persons
            performing similar functions.

      (b)   Not applicable.

      (c)   The Registrant has not amended its Code of Ethics during the period
            covered by the shareholder report presented in Item 1 hereto.

      (d)   The Registrant has not granted a waiver or an implicit waiver from a
            provision of its Code of Ethics during the period covered by the
            shareholder report presented in Item 1 hereto.

      (e)   Not applicable.

      (f)   The Registrant's Code of Ethics is attached as an Exhibit hereto.

ITEM 3.  AUDIT COMMITTEE FINANCIAL EXPERT.

      The Board of Trustees of the Registrant determined that Stephen E. O'Neil
      is an audit committee financial expert (within the meaning of that phrase
      specified in the instructions to Form N-CSR) on the Registrant's audit
      committee. Mr. O'Neil is an "independent" trustee - i.e., he is not an
      interested person of the Registrant as defined in the Investment Company
      Act of 1940, nor has he accepted directly or indirectly any consulting,
      advisory or other compensatory fee from the Registrant, other than in his
      capacity as Trustee.

ITEM 4.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

      a)    Audit Fees:

            October 31, 2004      $18,000
            October 31, 2003      $ 4,500

      b)    Audit-Related Fees: NONE

      c)    Tax Fees for tax advice, tax compliance and tax planning:

            October 31, 2004      $     0
            October 31, 2003      $     0

      d)    ALL Other Fees:

            October 31, 2004      $ 2,500
            October 31, 2003      $     0

            Other fees include a review of the semi-annual financial statements.

      e)    1) Audit Committee Pre-Approval Policies And Procedures:

            Audit and non-audit services provided by the Registrant's
            independent registered public accounting firm (the "Auditors") on
            behalf the Registrant must be pre-approved by the Audit Committee.
            Non-audit services provided by the Auditors on behalf of the
            Registrant's Investment Adviser or any entity controlling,
            controlled by, or under common control with the Investment Adviser
            must be pre-approved by the Audit Committee if such non-audit
            services directly relate to the operations or financial reporting of
            the Registrant.

            2) All fees in item 4(b) through 4(d) above were approved by the
            Registrants' Audit Committee.





      f)    Not Applicable

      g)    Non-Audit Fees:

            October 31, 2004      $157,449 and 82,300 Euros
            October 31, 2003      $61,400 and 113,827 Euros

      h)    The audit committee of the board of trustees has considered whether
            the provision of the non-audit services that were rendered to the
            registrant's investment adviser and any entity controlling,
            controlled by, or under common control, with the adviser that
            provides ongoing services to the registrant that were not approved
            pursuant to (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
            with maintaining the principle accountant's independence.

ITEM 5.  AUDIT COMMITTEE OF LISTED REGISTRANTS.

            Not applicable

ITEM 6.  SCHEDULE OF INVESTMENTS

            Not applicable

ITEM 7.  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED END
         MANAGEMENT INVESTMENT COMPANIES.

            Not applicable

ITEM 8.  PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
         COMPANY AND AFFILIATED PURCHASERS.

            Not applicable

ITEM 9.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

            None

ITEM 10. CONTROLS AND PROCEDURES.

      (a)   The Registrant's principal executive officer and principal financial
            officer have concluded that the Registrant's disclosure controls and
            procedures (as defined in Rule 30a-3(c) under the Investment Company
            Act of 1940, as amended) are effective based on their evaluation of
            the disclosure controls and procedures as of a date within 90 days
            of the filing date of this document.

      (b)   No changes in the Registrant's internal control over financial
            reporting occurred during the Registrant's last fiscal half-year
            that materially affected, or are reasonably likely to materially
            affect, the Registrant's internal control over financial reporting.

ITEM 11. EXHIBITS.

      (a)   (1) Code of Ethics as Exhibit 99.CODE ETH





      (a)   (2) Certifications of principal executive officer and principal
            financial officer as required by rule 30a-2(a) under the Investment
            Company Act of 1940 are attached as Exhibit 99.CERT

      (b)   Certifications of principal executive officer and principal
            financial officer as required by rule 30a-2(b) under the Investment
            Company Act of 1940 are attached as Exhibit 99.906CERT

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

The China-U.S. Growth Fund

By:  /s/ Dan C. Chung

         Dan C. Chung

         President

Date:  January 5, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By: /s/  Dan C. Chung

         Dan C. Chung

         President

Date:  January 5, 2005

By: /s/  Frederick A. Blum

         Frederick A. Blum

         Treasurer

Date:    January 5, 2005