------------------------
                                                        OMB APPROVAL
                                                        ------------------------
                                                        OMB Number: 3235-0570

                                                        Expires: Nov. 30, 2005

                                                        Estimated average burden
                                                        hours per response: 5.0
                                                        ------------------------

                                  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 811-1743

                                  Spectra 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.

                                  SPECTRA FUND







                                  ANNUAL REPORT
                                OCTOBER 31, 2004






                                     [LOGO]





Dear Shareholders,                                              December 6, 2004



THE YEAR IN REVIEW

      It was an unusual year for investing.  Corporate  profit growth 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 markets muted until November.

      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 speculation (correct as it turned out) 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
1.00% 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 12 months ended October 31, 2004, the 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.

      For the fiscal year ended  October 31,  2004,  the Spectra  Fund lost .68%
compared  with a gain of 3.53% for the Russell  3000 Growth  Index.  Much of the
underperformance was the result of our being heavily overweighted in information
technology.  While  we  fared  better  than  the  benchmark  in the  information
technology  sector,  our  holdings  were still down for the year.  Semiconductor
stocks were hit hardest,  notably Kulicke & Soffa Industries,  Novellus Systems,
and Applied  Materials.  In  software,  Red Hat and Veritas  also took big hits.
Research in Motion  Ltd.,  the creator of the  widely-used  handheld  Blackberry
communication product, was an exception.

      Our  holdings in  consumer  discretionary  did  better,  and we were above
market  weight.  Satellite  radio  companies XM Satellite and Sirius both had an
impressive  year,  and online  retailer eBay was among the top performers in the
Fund. The exception here was online DVD rental service Netflix,  which detracted
from overall performance.



                                       1


LOOKING AHEAD

      For the first time in many years,  we believe that the 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. In light of impressive  corporate
earnings  growth and low interest  rates,  we believe that much of the market is
undervalued,  and that companies achieving solid,  double-digit  earnings should
command better prices in the year ahead.

      At the  same  time,  employment  and  wage  gains  are  likely  to be less
impressive than corporate profit growth.  Productivity  remains high by historic
averages,  and companies have not needed to initiate  substantial new hiring. In
addition,  higher  energy  prices look to be a mild check on what is otherwise a
very robust  economy.  While the pace of growth should slow from its pace a year
ago, corporate profits overall should grow in the high single-digits,  with many
companies significantly exceeding that. GDP growth should be at least 3%.

      Alger is  celebrating  its 40th  anniversary  of managing  money,  and our
investment philosophy and process remain the same. This year, however, was a bit
disappointing to us. Uncertainty trumped fundamentals,  and our stocks didn't do
as well as we had  expected.  Looking  back,  perhaps this was simply the "pause
that  refreshes." In the rally following the election,  both the markets and our
performance have picked up considerably.  We think this is a positive  harbinger
for 2005.

      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





                                       2


- --------------------------------------------------------------------------------
SPECTRA FUND Fund Highlights Through October 31, 2004 (Unaudited)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Hypothetical $10,000 Investment in Class N Shares -- 10 years ended
October 31, 2004.
- --------------------------------------------------------------------------------

[The following table represents a chart in the printed piece.]

             SPECTRA     RUSSELL 3000

11/94        10,000      10,000
10/31/95     15,772      12,835
10/31/96     17,771      15,549
10/31/97     22,472      20,157
10/31/98     26,279      24,268
10/31/99     42,746      32,494
10/31/2000   45,400      35,680
10/31/2001   28,966      21,642
10/31/2002   21,816      17,369
10/31/2003   26,949      21,423
10/31/2004   26,766      22,178


The  chart  above  illustrates  the  growth in value of a  hypothetical  $10,000
investment made in Spectra Fund Class N shares and the Russell 3000 Growth Index
for the ten years ended  October 31, 2004.  The figures for Spectra Fund and the
Russell  3000  Growth  Index  (an  unmanaged  index of  common  stocks)  include
reinvestment of dividends. Performance for Spectra Fund Class A shares will vary
from the results shown above due to the sales charge on Class A shares.


- --------------------------------------------------------------------------------
                  PERFORMANCE COMPARISON            PERFORMANCE COMPARISON
                  as of October 31, 2004            as of October 31, 2004

                  AVERAGE ANNUAL RETURNS            AVERAGE ANNUAL RETURNS

                                                                         SINCE
                                                                       INCEPTION
                  1         5       10                         1       (JULY 1,
                 YEAR     YEARS    YEARS                      YEAR       2000)
                -------------------------    -----------------------------------
Class N         (0.68%)  (8.94%)   10.35%    Class A+        (6.39%)   (15.45%)
Russell 3000                                 Russell 3000
 Growth Index    3.53%   (7.35%)    8.29%     Growth Index    3.53%    (10.10%)
- --------------------------------------------------------------------------------

THE FUND'S  AVERAGE  ANNUAL  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.

+ Returns reflect maximum initial sales charges on Class A shares.


                                       3


SPECTRA FUND
SHAREHOLDER EXPENSE EXAMPLE (UNAUDITED)

      As a shareholder  of the Fund,  you incur two types of costs:  transaction
costs, if applicable,  including sales charges (loads) and redemption  fees; and
ongoing  costs,  including  management  fees,   distribution  (12b-1)  fees,  if
applicable,  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 for each  class of shares  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 $1000 = 8.6),
then  multiply  the result by the  number in the first  line  under the  heading
entitled  "Expenses Paid During the Period" to estimate the expenses you paid on
your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

      The  second  line for each  class of shares in the  table  below  provides
information about hypothetical account values and hypothetical expenses based on
the Fund's actual expense ratios for each class of shares 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 sales
charges (loads) and redemption fees. Therefore, the second line under each class
of shares 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
CLASS A:                  MAY 1, 2004    OCTOBER 31, 2004    OCTOBER 31, 2004(B)
                         -------------   ----------------    -------------------
Actual ...............     $1,000.00        $   986.50             $ 9.89
Hypothetical(a) ......      1,000.00          1,015.18              10.03

                                                                 EXPENSES PAID
                           BEGINNING          ENDING          DURING THE PERIOD
                          ACCOUNT VALUE    ACCOUNT VALUE        MAY 1, 2004 TO
CLASS N:                   MAY 1, 2004   OCTOBER 31, 2004    OCTOBER 31, 2004(B)
                         -------------   ----------------    -------------------
Actual ...............     $1,000.00        $   986.50             $ 9.89
Hypothetical(a) ......      1,000.00          1,015.18              10.03

- ----------
(a) 5% annual return before expenses.

(b) Expenses are equal to the Fund's annualized expense ratio of 1.98% for both
    Class A and Class N shares, multiplied by the average account value over the
    period, multiplied by 184/366 (to reflect the one-half year period).



                                       4


SPECTRA FUND
SCHEDULE OF INVESTMENTS
October 31, 2004

    SHARES     COMMON STOCKS--94.8%                                     VALUE
   --------                                                            --------
               AEROSPACE & DEFENSE--3.3%
      69,000   Lockheed Martin Corporation .....................    $ 3,801,210
      36,900   United Technologies Corporation .................      3,425,058
                                                                    -----------
                                                                      7,226,268
                                                                    -----------
               BIOTECHNOLOGY--7.6%
      82,250   Biogen Idec Inc.* ...............................      4,783,660
      49,400   Genentech, Inc.* ................................      2,249,182
      45,100   Genzyme Corporation General Division* ...........      2,366,397
     137,300   Gilead Sciences, Inc.* ..........................      4,754,699
      10,600   ImClone Systems Incorporated* ...................        464,280
      27,100   OSI Pharmaceuticals, Inc.* ......................      1,760,958
                                                                    -----------
                                                                     16,379,176
                                                                    -----------
               BUSINESS SERVICES--.8%
      27,100   MicroStrategy Incorporated* .....................      1,625,458
                                                                    -----------
               CAPITAL MARKETS--.8%
      16,700   Bank of New York Company, Inc. (The) ............        542,082
      20,700   Merrill Lynch & Co., Inc. .......................      1,116,558
                                                                    -----------
                                                                      1,658,640
                                                                    -----------
               CHEMICALS--1.5%
      94,300   Lubrizol Corporation ............................      3,275,039
                                                                    -----------
               COMMERCIAL BANKS--.5%
      18,550   Wells Fargo & Company ...........................      1,107,806
                                                                    -----------
               COMMERCIAL SERVICES & SUPPLIES--1.4%
      57,900   First Marblehead Corporation (The)* .............      3,103,440
                                                                    -----------
               COMMUNICATION EQUIPMENT--5.9%
      86,000   Motorola, Inc. ..................................      1,484,360
     245,500   Nokia Oyj ADR# ..................................      3,785,610
      69,700   QUALCOMM Inc. ...................................      2,914,157
      51,450   Research In Motion Limited* .....................      4,537,890
                                                                    -----------
                                                                     12,722,017
                                                                    -----------
               COMPUTER SOFTWARE--1.0%
      99,700   Check Point Software Technologies Ltd.* .........      2,255,314
                                                                    -----------
               COMPUTER TECHNOLOGY--1.4%
      74,500   NAVTEQ* .........................................      3,003,095
                                                                    -----------
               COMPUTERS & PERIPHERALS--4.3%
      78,450   Apple Computer, Inc.* ...........................      4,120,979
     176,700   PalmOne, Inc.* ..................................      5,118,999
                                                                    -----------
                                                                      9,239,978
                                                                    -----------
               DIVERSIFIED FINANCIAL SERVICES--.8%
      20,200   Lehman Brothers Holdings Inc. ...................      1,659,430
                                                                    -----------
               ENERGY EQUIPMENT & SERVICES--2.2%
     141,200   National-Oilwell, Inc.* .........................      4,759,852
                                                                    -----------
               FOOD & STAPLES RETAILING--1.7%
      82,000   CVS Corporation .................................      3,563,720
                                                                    -----------



                                       5


SPECTRA FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
October 31, 2004

    SHARES     COMMON STOCKS (CONTINUED)                                 VALUE
   --------                                                             --------
               FREIGHT & LOGISTICS--1.1%
      25,450   FedEx Corp. .....................................    $ 2,319,004
                                                                    -----------
               HEALTH CARE EQUIPMENT & SUPPLIES--3.7%
      55,500   Fisher Scientific International Inc.* ...........      3,183,480
      33,600   Guidant Corporation .............................      2,238,432
      53,200   Kinetic Concepts, Inc.* .........................      2,650,956
                                                                    -----------
                                                                      8,072,868
                                                                    -----------
               HEALTH CARE PROVIDERS & SERVICES--3.3%
      49,900   AMERIGROUP Corporation* .........................      2,994,000
      77,950   Caremark Rx, Inc.* ..............................      2,336,162
      20,100   Quest Diagnostics Incorporated ..................      1,759,554
                                                                    -----------
                                                                      7,089,716
                                                                    -----------
               HOTELS, RESTAURANTS & LEISURE--.7%
      33,100   Royal Caribbean Cruises Ltd. ....................      1,542,460
                                                                    -----------
               HOUSEHOLD DURABLES--.4%
      16,600   Garmin Ltd. .....................................        830,000
                                                                    -----------
               INDUSTRIAL CONGLOMERATES--2.9%
      83,100   General Electric Company ........................      2,835,372
     106,400   Tyco International Ltd. .........................      3,314,360
                                                                    -----------
                                                                      6,149,732
                                                                    -----------
               INFORMATION TECHNOLOGY SERVICES--1.3%
      44,200   Accenture Ltd. Cl. A* ...........................      1,070,082
      48,950   Cognizant Technology Solutions
                 Corporation Cl. A* ............................      1,664,300
                                                                    -----------
                                                                      2,734,382
                                                                    -----------
               INTERNET & CATALOG RETAIL--4.0%
      71,200   eBay Inc.* ......................................      6,949,832
      79,400   IAC/InterActiveCorp.* ...........................      1,716,628
                                                                    -----------
                                                                      8,666,460
                                                                    -----------
               INTERNET SOFTWARE & SERVICES--3.9%
      18,300   Netease.com Inc. ADR*# ..........................        851,133
     206,100   Yahoo! Inc.* ....................................      7,458,759
                                                                    -----------
                                                                      8,309,892
                                                                    -----------
               LEISURE & ENTERTAINMENT--.8%
      55,400   Shanda Interactive Entertainment Ltd.* ..........      1,683,551
                                                                    -----------
               MACHINERY-OIL WELL EQUIPMENT & SERVICES--1.0%
     114,000   Patterson-UTI Energy, Inc. ......................      2,192,220
                                                                    -----------
               MEDIA--4.9%
       4,900   DreamWorks Animation SKG, Inc.* .................        191,345
     509,300   Sirius Satellite Radio Inc.* ....................      1,986,270
     331,700   Time Warner Inc.* ...............................      5,519,488
      78,800   Viacom Inc. Cl. B ...............................      2,875,412
                                                                    -----------
                                                                     10,572,515
                                                                    -----------
               MEDICAL DEVICES--1.0%
      56,300   Advanced Medical Optics, Inc.* ..................      2,201,330
                                                                    -----------




                                       6


SPECTRA FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
October 31, 2004

    SHARES     COMMON STOCKS (CONTINUED)                                  VALUE
   ---------                                                            --------
               METALS & MINING--1.6%
      53,000   Peabody Energy Corporation ......................    $ 3,380,340
                                                                    -----------
               MULTILINE RETAIL--.8%
      33,800   Kohl's Corporation* .............................      1,715,688
                                                                    -----------
               OFFICE EQUIPMENT--1.1%
      45,500   Zebra Technologies Corporation* .................      2,411,045
                                                                    -----------
               OIL & GAS--3.8%
      41,900   BP PLC Sponsored ADR# ...........................      2,440,675
      36,700   EOG Resources, Inc. .............................      2,442,752
      68,600   Talisman Energy Inc. ............................      1,843,282
      33,700   Teekay Shipping Corporation .....................      1,556,940
                                                                    -----------
                                                                      8,283,649
                                                                    -----------
               PHARMACEUTICALS--6.9%
      37,900   Allergan, Inc. ..................................      2,712,124
     168,225   IVAX Corporation* ...............................      3,044,873
      11,400   Novartis AG ADR# ................................        547,314
      71,080   Pfizer Inc. .....................................      2,057,766
     118,500   Schering-Plough Corporation .....................      2,146,035
      24,000   Sepracor Inc.* ..................................      1,102,320
      62,000   Teva Pharmaceutical Industries Ltd. ADR# ........      1,612,000
      43,300   Wyeth ...........................................      1,716,845
                                                                    -----------
                                                                     14,939,277
                                                                    -----------
               ROAD & RAIL--1.3%
      64,800   Burlington Northern Santa Fe Corporation ........      2,709,288
                                                                    -----------
               SEMICONDUCTORS & SEMICONDUCTOR
                 EQUIPMENT--3.3%
     101,400   Broadcom Corporation Cl. A* .....................      2,742,870
      53,700   Intel Corporation ...............................      1,195,362
      20,600   Novellus Systems, Inc.* .........................        533,746
     297,800   Skyworks Solutions, Inc.* .......................      2,647,442
                                                                    -----------
                                                                      7,119,420
                                                                    -----------
               SOFTWARE--8.1%
      46,800   Cognos, Inc.* ...................................      1,849,068
     126,300   Fair Isaac Corporation ..........................      3,814,260
      57,900   Mercury Interactive Corporation* ................      2,514,597
     308,200   Microsoft Corporation ...........................      8,626,518
      47,600   Red Hat, Inc.* ..................................        611,184
                                                                    -----------
                                                                     17,415,627
                                                                    -----------
               SPECIALTY RETAIL--3.3%
      69,800   Bed Bath & Beyond Inc.* .........................      2,847,142
      39,800   Lowe's Companies, Inc. ..........................      2,239,946
      55,200   Tractor Supply Company* .........................      2,002,652
                                                                    -----------
                                                                      7,089,740
                                                                    -----------



                                       7


SPECTRA FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
October 31, 2004

    SHARES     COMMON STOCKS (CONTINUED)                                  VALUE
   ---------                                                            --------
               TEXTILES, APPAREL & LUXURY GOODS--1.4%
      44,200   Coach, Inc.* ....................................   $  2,061,046
      28,300   Polo Ralph Lauren Corporation Cl. A .............      1,045,119
                                                                   ------------
                                                                      3,106,165
                                                                   ------------
               WIRELESS TELECOMMUNICATION SERVICES--1.0%
      40,100   SpectraSite, Inc.* ..............................      2,057,130
                                                                   ------------
               Total Common Stocks
                 (Cost $184,157,220 ) ..........................    204,170,732
   PRINCIPAL
    AMOUNT
   ---------
               SHORT-TERM INVESTMENTS--5.4%
 $11,680,000   U.S. Agency Obligations
                 Federal Home Loan Banks,
                 1.65%, 11/1/04
                 (Cost $11,680,000) ............................     11,680,000
                                                                   ------------
Total Investments
  (Cost $ 195,837,220)(a) .........................      100.2%     215,850,732
Liabilities In Excess of Other Assets .............       (0.2)        (529,822)
                                                        ------     ------------
Net Assets ........................................      100.0%    $215,320,910
                                                        ======     ============
- ----------
*    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 $196,090,826 amounted to
     $19,759,906 which consisted of aggregate gross unrealized appreciation of
     $23,557,850 and aggregate gross unrealized depreciation of $3,797,944.


PORTFOLIO SUMMARY+ (UNAUDITED)
- --------------------------------------------------------------------------------

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

Information Technology            32.0%    Financials                      3.5%
Health Care                       22.4%    Materials                       3.1%
Consumer Discretionary            15.5%    Consumer Staples                1.7%
Industrials                        8.6%    Telecommunication Services      1.0%
Energy                             7.0%    Cash and Net Other Assets       5.2%
                                                                         100.0%
- ----------
+ Based on net assets.

- --------------------------------------------------------------------------------


                       See Notes to Financial Statements.


                                       8


                      [This page intentionally left blank]






SPECTRA FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING
THROUGHOUT THE PERIOD



                                                INCOME FROM
                                            INVESTMENT OPERATIONS
                                         -----------------------------
                                                             NET
                                                           REALIZED                          DISTRIBUTIONS
                            NET ASSET         NET       AND UNREALIZED       TOTAL               FROM
                              VALUE,       INVESTMENT     GAIN (LOSS)        FROM                 NET
                            BEGINNING        INCOME           ON           INVESTMENT          REALIZED
                            OF PERIOD        (LOSS)       INVESTMENTS      OPERATIONS            GAINS
- -----------------------------------------------------------------------------------------------------------------
                                                                                 
SPECTRA FUND
CLASS A (i)
Year ended 10/31/04 ......    $5.90       $(0.10)(iii)      $ 0.06          $(0.04)             $   --
Year ended 10/31/03 ......     4.76        (0.08)(iii)        1.22            1.14                  --
Year ended 10/31/02 ......     6.32        (0.09)(iii)       (1.47)          (1.56)                 --
Year ended 10/31/01 ......    10.63        (0.08)(iii)       (3.60)          (3.68)              (0.63)
Four months ended
  10/31/00(ii) ...........    12.28        (0.02)            (1.63)          (1.65)                 --

CLASS N
Year ended 10/31/04 ......   $ 5.88       $(0.10)(iii)      $ 0.06          $(0.04)             $   --
Year ended 10/31/03 ......     4.76        (0.07)(iii)        1.19            1.12                  --
Year ended 10/31/02 ......     6.32        (0.09)(iii)       (1.47)          (1.56)                 --
Year ended 10/31/01 ......    10.63        (0.08)(iii)       (3.60)          (3.68)              (0.63)
Year ended 10/31/00 ......    10.76        (0.08)             0.88            0.80               (0.93)


- ----------
(i) Initially offered July 1, 2000.

(ii) Ratios have been annualized;  total return has not been  annualized.  (iii)
Amount was computed based on average shares outstanding during the period.  (iv)
Does not reflect the effect of any sales charge.

                       See Notes to Financial Statements.



                                       10





                                                                           RATIOS/SUPPLEMENTAL DATA
                                                         ----------------------------------------------------------

                                                          NET ASSETS,                  RATIO OF NET
                                                            END OF        RATIO OF      INVESTMENT
                             NET ASSET                      PERIOD        EXPENSES     INCOME (LOSS)
                            VALUE, END                      (000'S       TO AVERAGE     TO AVERAGE      PORTFOLIO
                             OF PERIOD     TOTAL RETURN     OMITTED)     NET ASSETS     NET ASSETS    TURNOVER RATE
- -------------------------------------------------------------------------------------------------------------------
                                                                                      
SPECTRA FUND
CLASS A (i)
Year ended 10/31/04 ......    $ 5.86       (0.68)%(iv)      $ 4,882         1.98%        (1.63)%        159.35%
Year ended 10/31/03 ......      5.90       23.95(iv)          6,346         2.01         (1.35)         192.19
Year ended 10/31/02 ......      4.76      (24.68)(iv)         6,722         1.98         (1.52)         172.25
Year ended 10/31/01 ......      6.32      (36.20)(iv)        12,951         1.88         (1.03)         114.75
Four months ended
  10/31/00(ii) ...........     10.63      (13.44)(iv)        14,711         1.82         (1.05)         118.82

CLASS N
Year ended 10/31/04 ......    $ 5.84       (0.68)%        $ 210,439         1.98%        (1.63)%        159.35%
Year ended 10/31/03 ......      5.88       23.53            257,337         2.03         (1.39)         192.19
Year ended 10/31/02 ......      4.76      (24.68)           252,620         1.98         (1.52)         172.25
Year ended 10/31/01 ......      6.32      (36.20)           423,860         1.88         (0.99)         114.75
Year ended 10/31/00 ......     10.63        6.21            876,132         1.82         (1.29)         118.82





                                       11




SPECTRA FUND
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2004

                                                                          
ASSETS:
   Investments in securities, at value (cost $195,837,220)--
     see accompanying schedule of investments ................                  $  215,850,732
   Cash ......................................................                          60,566
   Receivable for investment securities sold .................                       5,809,102
   Receivable for shares of beneficial interest sold .........                          76,072
   Dividends receivable ......................................                           6,763
   Prepaid expenses ..........................................                           7,294
                                                                                --------------
       Total Assets                                                                221,810,529
LIABILITIES:
   Payable for investment securities purchased ...............    $5,677,609
   Payable for shares of beneficial interest redeemed ........       363,291
   Investment advisory fees payable ..........................       272,986
   Shareholder servicing fees payable ........................        45,498
   Transfer agent fees payable ...............................        33,015
   Trustees' fees payable ....................................         6,685
   Accrued expenses ..........................................        90,535
                                                                  ----------
       Total Liabilities .....................................                       6,489,619
                                                                                --------------
NET ASSETS ...................................................                  $  215,320,910
                                                                                ==============
NET ASSETS CONSIST OF:
   Paid-in capital ...........................................                  $  496,118,693
   Undistributed net investment income (accumulated loss) ....                              --
   Undistributed net realized gain (accumulated loss) ........                    (300,811,295)
   Net unrealized appreciation (depreciation) of investments .                      20,013,512
                                                                                --------------
NET ASSETS ...................................................                  $  215,320,910
                                                                                ==============

Class A
   Net Asset Value Per Share .................................                  $         5.86
                                                                                ==============
   Offering Price Per Share ..................................                  $         6.18
                                                                                ==============

Class N
   Net Asset Value and Offering Price Per Share ..............                  $         5.84
                                                                                ==============

Shares of beneficial interest outstanding--Note 5
   Class A ...................................................                         833,734
                                                                                ==============
   Class N ...................................................                      36,060,474
                                                                                ==============




                       See Notes to Financial Statements.

                                       12




SPECTRA FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 2004

                                                                             
INVESTMENT INCOME:
   Income:
     Dividends (net of foreign withholding taxes of $9,556) ..                     $   813,876
     Security lending ........................................                          25,985
     Interest ................................................                          42,631
                                                                                   -----------
       Total Income ..........................................                         882,492
   Expenses:
     Investment advisory fees--Note 2(a) .....................  $  3,735,425
     Shareholder servicing fees--Note 2(e) ...................       622,571
     Transfer agent fees .....................................       208,253
     Interest expense ........................................        35,704
     Custodian fees ..........................................        37,323
     Registration fees .......................................        42,189
     Trustees' fees ..........................................        43,279
     Professional fees .......................................        49,536
     Miscellaneous ...........................................       166,659
                                                                ------------
       Total Expenses ........................................                       4,940,939
                                                                                   -----------
NET INVESTMENT LOSS ..........................................                      (4,058,447)
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:
Net realized gain on investments .............................    18,386,855
Net change in unrealized appreciation (depreciation)
   on investments ............................................   (15,856,220)
                                                                ------------
       Net realized and unrealized gain on investments .......                       2,530,635
                                                                                   -----------
NET DECREASE IN NET ASSETS RESULTING FROM
   OPERATIONS ................................................                     $(1,527,812)
                                                                                   ===========



                       See Notes to Financial Statements.

                                       13


SPECTRA FUND
STATEMENTS OF CHANGES IN NET ASSETS



                                                                 YEAR ENDED           YEAR ENDED
                                                                 OCTOBER 31,          OCTOBER 31,
                                                                    2004                  2003

                                                                               
Net investment loss ........................................   $  (4,058,447)        $ (3,476,757)
Net realized gain on investments and written options .......      18,386,855           13,487,096
Net change in unrealized appreciation (depreciation)
   on investments and written options ......................     (15,856,220)          43,757,463
                                                               -------------         ------------
    Net increase (decrease) in net assets resulting
       from operations .....................................      (1,527,812)          53,767,802
Decrease from shares of beneficial interest transactions:
  Class A ..................................................      (1,438,077)          (3,263,446)
  Class N ..................................................     (45,395,289)         (46,164,533)
                                                               -------------         ------------
Net decrease from shares of beneficial
   interest transactions--Note 5a ..........................     (46,833,366)         (49,427,979)
      Total increase (decrease) in net assets ..............     (48,361,178)           4,339,823
Net assets:

  Beginning of year ........................................     263,682,088          259,342,265
                                                               -------------         ------------
  End of year ..............................................    $215,320,910         $263,682,088
                                                               =============         ============



                       See Notes to Financial Statements.



                                       14


SPECTRA FUND
NOTES TO FINANCIAL STATEMENTS

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      Spectra Fund (the "Fund") 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 capital appreciation. It seeks
to achieve its objective by investing primarily in equity securities.

      The Fund  offers  Class A and Class N shares.  Class A shares  were  first
offered on July 1, 2000 and are  generally  subject to an initial  sales charge.
Each class has identical rights to assets and earnings.

      The following is a summary of significant accounting policies consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  (A)
INVESTMENT VALUATION--Investments in securities are valued each day the New York
Stock  Exchange (the "NYSE") 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.  Short-term  notes 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.  Securities
included within the Nasdaq market shall be valued at the Nasdaq official closing
price  ("NOCP") on the day of valuation,  or if there is 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.

(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 the  first-in,  first-out  method.
Dividend  income is recognized on the  ex-dividend  date and interest  income is
recognized on the accrual basis.

(C)  REPURCHASE  AGREEMENTS--The  Fund enters into  repurchase  agreements  with
approved  institutions.  The repurchase  agreements are  collateralized  by U.S.
Government securities, which are either received and held in physical possession
by the custodian or received by such  custodian in  book-entry  form through the
Federal  Reserve  book-entry  system.  The collateral is valued on a daily basis
during the term of the  agreement to ensure that its value equals or exceeds the
agreed-upon  repurchase price to be repaid to the Fund. Additional collateral is
obtained when necessary.

(D)  OPTION  WRITING:  When the Fund  writes an option,  an amount  equal to the
premium  received by the Fund is recorded  as a  liability  and is  subsequently




                                       15


SPECTRA FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

adjusted to the current fair value of the option written. Premiums received from
writing  options  that  expire  unexercised  are  treated  by  the  Fund  on the
expiration date as realized gains from investments.  The difference  between the
premium  and the  amount  paid on  effecting  a  closing  purchase  transaction,
including brokerage commissions,  is also treated as a realized gain, or, if the
premium is less than the amount paid for the closing purchase transaction,  as a
realized  loss.  If a call  option is  exercised,  the  premium  is added to the
proceeds from the sale of the  underlying  security in  determining  whether the
Fund has  realized a gain or loss.  If a put option is  exercised,  the  premium
reduces the cost basis of the  securities  purchased by the Fund.  The Fund,  as
writer of an option, bears the market risk of an unfavorable change in the price
of the  security  underlying  the  written  option.

(E) LENDING OF PORTFOLIO  SECURITIES--The Fund lends its securities to financial
institutions,  provided that the market value of the securities  loaned will not
at any time exceed one third of the Fund's total  assets,  as defined.  The Fund
earns fees on the  securities  loaned.  In order to protect  against the risk of
failure  by the  borrower  to return the  securities  loaned or any delay in the
delivery of such  securities,  the loan is  collateralized  by cash,  letters of
credit or U.S.  Government  securities that are maintained in an amount equal to
at least 100 percent of the current market value of the loaned  securities.  The
market value of the loaned  securities is determined at the close of business of
the Fund and any required additional  collateral is delivered to the Fund on the
next business day. As of October 31, 2004, there were no securities on loan.

(F)  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.

Each class is treated  separately in  determining  the amounts of dividends from
net investment income and distributions from capital gains payable to holders of
its shares.

The  characterization  of distributions to shareholders for financial  reporting
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 difference in tax treatment of net
operating losses. 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.




                                       16


SPECTRA FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

(H) ALLOCATION  METHOD--Income,  realized and unrealized  gains and losses,  and
expenses are allocated among the Fund's classes based on relative net assets.

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

(J)  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 2--INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

(A) INVESTMENT ADVISORY FEES--The Fund pays its investment  adviser,  Fred Alger
Management, Inc. ("Alger Management"),  a monthly fee at an annual rate of 1.50%
based on the value of the Fund's  average daily net assets.

(B) TRANSFER AGENT FEES--Alger Shareholder Services, Inc. ("Alger Services"), an
affiliate of Alger Management, served as transfer agent for the Fund. During the
year ended October 31, 2004,  the Fund incurred fees of  approximately  $188,000
for  services   provided  by  Alger  Services  and  reimbursed   Alger  Services
approximately $20,000 for transfer agent related expenses paid by Alger Services
on behalf of the Fund.  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 year ended October 31, 2004, the Fund paid
Fred  Alger &  Company,  Incorporated  ("Alger  Inc."),  an  affiliate  of Alger
Management, $651,251 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
ongoing  servicing of shareholder  accounts.  As compensation for such services,




                                       17


SPECTRA FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 3--SECURITIES TRANSACTIONS:

During  the year ended  October  31,  2004,  purchases  and sales of  investment
securities,   excluding  short-term  securities,   aggregated  $393,344,224  and
$459,326,889, respectively.

NOTE 4--LINES OF CREDIT:

      The Fund has both  committed and  uncommitted  lines of credit with banks.
All borrowings  have variable  interest rates and are payable on demand.  To the
extent the Fund borrows under these lines, the Fund must pledge  securities with
a total value of at least twice the amount borrowed.  For the year ended October
31,  2004,  the Fund had  borrowings  which  averaged  $2,250,232  at a weighted
average interest rate of 1.59%.

NOTE 5--SHARE CAPITAL:

(A) The Fund has an unlimited number of authorized shares of beneficial interest
of $.001 par value which are presently divided into two separate classes.

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



CLASS A:                                              SHARES           AMOUNT
                                                      ------           ------
                                                           
Shares sold ...............................            57,059    $      343,940
Shares redeemed ...........................          (298,614)       (1,782,017)
                                               --------------    --------------
Net decrease ..............................          (241,555)   $   (1,438,077)
                                               ==============    ==============

CLASS N:                                              SHARES           AMOUNT
                                                      ------           ------
Shares sold ...............................         3,864,237    $   23,379,536
Shares redeemed ...........................       (11,553,622)      (68,774,825)
                                               --------------    --------------
Net decrease ..............................        (7,689,385)   $  (45,395,289)
                                               ==============    ==============

      During  the year  ended  October  31,  2003,  transactions  of  shares  of
beneficial interest were as follows:

CLASS A:                                              SHARES           AMOUNT
                                                      ------           ------
Shares sold ...............................        32,316,416    $  161,738,352
Shares redeemed ...........................       (32,653,783)     (165,001,798)
                                               --------------    --------------
Net decrease ..............................          (337,367)   $   (3,263,446)
                                               ==============    ==============

CLASS N:                                              SHARES           AMOUNT
                                                      ------           ------
Shares sold ...............................         5,995,836    $   29,925,164
Shares redeemed ...........................       (15,289,943)      (76,089,697)
                                               --------------    --------------
Net decrease ..............................        (9,294,107)   $  (46,164,533)
                                               ==============    ==============





                                       18


SPECTRA FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(B)  REDEMPTION  FEE--The Fund may impose a 2.00%  redemption fee on Fund shares
redeemed  (including  shares  redeemed  by  exchange)  within 30 days 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 year ended
October 31, 2004, redemption fees were $431.

NOTE 6--DISTRIBUTIONS TO SHAREHOLDERS:

      During the year ended  October  31,  2004 and the year ended  October  31,
2003, there were no  distributions  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 ...................................              --
Undistributed appreciation .....................................     $19,759,906

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

      At October 31,  2004,  the Fund,  for  federal  income tax  purposes,  had
capital loss  carryforwards  which expire as set forth in the table below. These
amounts may be applied  against  future net realized  gains until the earlier of
their utilization or expiration.

EXPIRATION DATE                                                        AMOUNT
- ---------------                                                     ------------
       2009 ....................................................    $193,490,387
       2010 ....................................................     107,067,302
                                                                    ------------
                                                                    $300,557,689
                                                                    ============
NOTE 7--REGULATORY MATTERS AND LEGAL PROCEEDINGS:

Alger  Management has been  responding to inquiries,  document  requests  and/or
subpoenas from regulatory  authorities,  including the United States  Securities
and  Exchange  Commission  ("SEC"),  the Office of the New York  State  Attorney
General,  and the  Attorney  General of New  Jersey,  in  connection  with their
investigation  of practices in the mutual fund  industry  identified  as "market
timing" and "late trading."  Alger  Management has assured the board of the Fund
that  if  it  be  determined  that  improper  trading   practices  in  the  Fund
detrimentally  affected its performance,  Alger Management will make appropriate
restitution.  At the present  time,  Alger  Management is unable to estimate the
impact, if any, that the outcome of these  investigations may have on the Fund's
results of operations or financial condition.

Certain  civil  actions have  developed  out of the  regulatory  investigations.
Several purported class actions and shareholder derivative suits have been filed
against various parties, including,  depending on the lawsuit, Alger Management,
certain of the mutual  funds  managed by Alger  Management  (the  "Alger  Mutual



                                       19


SPECTRA FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Funds"), and certain current and former Alger Mutual Fund trustees and officers,
alleging wrongful  market-timing and late-trading  activities.  These cases have
been transferred to the U.S. District Court of Maryland by the Judicial Panel on
Multidistrict  Litigation for consolidated pre-trial  proceedings.  On September
29,  2004,   consolidated   amended  complaints   involving  these  cases  --  a
Consolidated Amended Fund Derivative Complaint (the "Derivative  Complaint") and
two  substantially   identical  Consolidated  Amended  Class  Action  Complaints
(together,  the "Class Action  Complaint") -- were filed in the Maryland federal
district court under the caption number 1:04-MD-15863 (JFM).

The Derivative Complaint, brought on behalf of the Alger Mutual Funds and Castle
Convertible   Fund,  Inc.,  a  registered   closed-end  fund  managed  by  Alger
Management,  alleges (i) violations,  by Alger Management and,  depending on the
specific offense alleged,  by its immediate parent the Distributor (Fred Alger &
Company,  Incorporated)  and/or the fund trustee defendants,  of Sections 36(a),
36(b), 47, and 48 of the Investment  Company Act of 1940 and of Sections 206 and
215 of the Investment Advisers Act of 1940, breach of fiduciary duty, and breach
of contract, (ii) various offenses by other, unrelated,  third-party defendants,
and (iii) unjust  enrichment by all the named  defendants,  all by virtue of the
alleged wrongful market-timing and late-trading activities. The complaint seeks,
among other things,  removal of the trustee  defendants and of Alger Management,
certain  rescissory  relief,  disgorgement  of  management  fees  and  allegedly
unlawful profits,  compensatory and punitive  monetary damages,  and plaintiffs'
fees and  expenses  (including  attorney  and  expert  fees).  The Class  Action
Complaint names the Alger-related  defendants named in the Derivative  Complaint
as well as certain defendants not named in the Derivative  Complaint,  including
certain entities  affiliated with Alger Management,  certain Alger Mutual Funds,
including the Fund, and certain  additional former trustees and a former officer
of the  defendant  Alger  Mutual  Funds.  It  alleges,  on the basis of  factual
allegations  similar to those of the  Derivative  Complaint  with respect to the
Alger defendants,  (i) offenses by Alger defendants  similar to those alleged in
the Derivative Complaint, (ii) violations, by Alger Management, the Distributor,
their affiliates, the funds named as defendants, and the current and former fund
trustees and officers, of Sections 11, 12(a)(2), and 15 of the Securities Act of
1933,  Sections  10(b) (and Rule 10b-5  thereunder)  and 20(a) of the Securities
Exchange Act of 1934, and Section 34(b) of the  Investment  Company Act of 1940,
(iii)  breach of  contract  by the funds  named as  defendants,  and (iv) unjust
enrichment  by all of the named  defendants.  It seeks  relief  similar  to that
sought in the Derivative Complaint.

Alger  Management  does not believe that the foregoing  lawsuits will materially
affect its ability to perform  its  management  contracts  with any of the funds
that it manages,  and the  management  of the Fund  believes that it will not be
materially adversely affected by the pending lawsuits.


                                       20


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of
  Spectra Fund:

We have audited the accompanying  statement of assets and liabilities of Spectra
Fund,  including the schedule of  investments,  as of October 31, 2004,  and the
related  statement of  operations  for the year then ended,  the  statements  of
changes in net assets for each of the two years in the period  then  ended,  and
the financial  highlights  for each of the three years in the period then ended.
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 audits. The financial
highlights  for the two years  ended  October  31,  2001 were  audited  by other
auditors,  whose  report,  dated  November  30, 2001,  expressed an  unqualified
opinion on those financial highlights.

We conducted our audits 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 audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above,  and  audited  by us,  present  fairly,  in all  material  respects,  the
financial  position  of Spectra  Fund at October  31,  2004,  the results of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the three years in the period  then ended,  in  conformity  with U.S.  generally
accepted accounting principles.


                                                   /s/ Ernst & Young LLP


December 15, 2004



                                       21


TRUSTEES AND OFFICERS OF THE FUND (UNAUDITED)

Information  about the Trustees and officers of the Fund is set forth below.  In
the table the term "Alger Fund Complex" refers to the Fund, The Alger Funds, The
Alger American Fund, The Alger Institutional  Funds, The China-U.S.  Growth Fund
and Castle  Convertible  Fund,  Inc.,  each of which is a registered  investment
company  managed by Fred  Alger  Management,  Inc.  ("Alger  Management").  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
                                                                                                         PORTFOLIOS
                                                                                                      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

Fred M. Alger III (69)        Chairman of the Board of Alger Associates, Inc.             1974               22
  Chairman of the Board       ("Associates"), Fred Alger & Company, Incorporated
                              ("Alger Inc."), Alger Management, Alger Properties,
                              Inc. ("Properties"), Alger Shareholder Services, Inc.
                              ("Services"), Alger Life Insurance Agency, Inc.
                              ("Agency"), Fred Alger International Advisory S.A.
                              ("International"), and five of the six funds in the Alger
                              Fund Complex; Chairman of the Boards of Alger
                              SICAV ("SICAV") and Analysts Resources,
                              Inc. ("ARI").

Dan C. Chung (42)             President, Director and Chief Investment Officer            2001               16
  President and Trustee       of Alger Management; President and Director
                              of Associates, Alger Inc., Properties, Services,
                              Agency, International, ARI and Trust; Trustee/Director
                              of four of the six funds in the Alger Fund Complex.

Hilary M. Alger (43)          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.




                                       22




                                                                                                         NUMBER OF
                                                                                                         PORTFOLIOS
                                                                                                      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
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                    
NON-INTERESTED TRUSTEES

Stephen E. O'Neil (72)        Attorney; Private investor since 1981; Director of          1972               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.

Charles F. Baird, Jr. (51)    Managing Partner of North Castle Partners, a private        2000               16
  Trustee                     equity securities group; Chairman of Equinox, Leiner
                              Health Products, Elizabeth Arden Day Spas, Grand
                              Expeditions and EAS; Trustee/Director of four of the six
                              funds in the Alger Fund Complex. Formerly Managing
                              Director of AEA Investors, Inc.

Roger P. Cheever (59)         Associate Dean of Development, Harvard University;          2000               16
  Trustee                     Trustee/Director of four of the six funds in the Alger
                              Fund Complex. Formerly Deputy Director of the
                              Harvard College Fund.

Lester L. Colbert, Jr. (70)   Private investor; Trustee/Director of five of the six       2000               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      1986               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                           2003               23
  Trustee                     in 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.




                                       23




                                                                                                         NUMBER OF
                                                                                                         PORTFOLIOS
                                                                                                      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

Frederick A. Blum (51)        Executive Vice President and Treasurer of Alger, Inc.,      1996               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                  2000               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.



Messrs.  Alger and Chung are "interested  persons"(as  defined in the Investment
Company Act) of the Fund because of their  affiliations  with Alger  Management.
Mr.  Chung  is Mr.  Alger's  son-in-law.  Ms.  Alger  is a  daughter  of Fred M.
AlgerIII. Ms. Alger is an "interested person" 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 "Principal  Occupations." 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.



                                       24


SPECTRA FUND

111 Fifth Avenue
New York, NY 10003
(800) 711-6141
www.alger.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
Spectra 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)  711-6141 or online on the Fund's
website at http://www.alger.com or on the SEC's website at 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.alger.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 Fund by
calling (800) 711-6141.







[LOGO]


SAS 61504 L1




[LOGO]

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


SAS 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    $32,000
               October 31, 2003    $29,000

      b)    Audit-Related Fees: NONE

      c)    Tax Fees for tax advice, tax compliance and tax planning:
               October 31, 2004    $ 3,300
               October 31, 2003    $ 2,650

      d)    ALL Other Fees:
               October 31, 2004    $ 5,000
               October 31, 2003    $     0

            Other fees include a review and consent for Registrants registration
            statement filing and 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.

Spectra 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