CVF Bank of America Corp. Spx Capped Leveraged Index Return Notes

PROPOSAL 1: TO ELECT SEVEN DIRECTORS

The purpose of this proposal is to elect seven Directors of the Fund to assume office upon their acceptance of their elections and commencement of service as Directors. It is intended that the enclosed proxy card will be voted for all nominees (each a "Nominee" and, collectively, the "Nominees") for the Board, unless a proxy contains specific instructions to the contrary. The Fund's Board is composed of a single class of Directors. All shareholders will vote for all the Nominees. The Board has determined that the number of Directors shall be fixed at the number of Directors elected in accordance with this Proxy Statement.

Shareholders are being asked to elect Ms. Hilary M. Alger and Messrs. Charles F. Baird, Jr., Roger P. Cheever, Lester L. Colbert, Jr., Stephen E. O'Neil and David Rosenberg and Dr. Nathan E. Saint-Amand as Directors. If elected, each will serve until the next annual meeting of shareholders and until their successors are elected and qualified.

2

Each of the Nominees is currently a Director of the Fund; all have indicated an intention to serve if elected and have consented to be named in this Proxy Statement. If any of these Nominees is not available for election at the time of the Meeting, the persons named as proxies will vote for such substitute Nominee as the Board may recommend. Each of the Nominees was nominated by the Nominating Committee of the Board, consisting of Directors who are not "interested persons" (as defined in the 1940 Act) of the Fund (the "Independent Directors").

The Board, including all of the Independent Directors, unanimously proposed all of the Nominees for election at Meeting.

3

*  Ms. Alger is an "interested person" (as defined in the 1940 Act) of the Fund by virtue of her ownership control of Alger Associates, Inc. ("Alger Associates"), which indirectly controls Fred Alger Management, Inc. ("Alger Management") and its affiliates.

**  "Fund Complex" refers to the Fund and the five other registered investment companies managed by Alger Management. Each Directors serves on the Boards of Trustees of the other five registered investment companies in the Fund Complex.

The Fund's executive officers are Messrs. Anthony S. Caputo, Daniel C. Chung, Hal Liebes, Michael D. Martins, Barry J. Mullen and Sergio M. Pavone, and Ms. Lisa A. Moss. Set forth below is the name and certain biographical and other information for each of the Fund's executive officers, as reported by them to the Fund.

4

1.  The address of each officer is c/o Fred Alger Management, Inc., 111 Fifth Avenue, New York, NY 10003.

2.  Each officer's term of office is one year. Each officer serves in the same capacity for the other funds in the Fund Complex.

Compensation

No director, officer or employee of Alger Management or its affiliates receives any compensation from the Fund for serving as an officer or Director of the Fund. The Fund now pays each Independent Director $500 for each meeting attended, to a maximum of $2,000 per annum, plus travel expenses incurred for attending the meeting. The Chairman of the Board of Directors receives an additional annual fee of $10,000 which is paid, pro rata, by all funds in the Fund Complex. The Fund did not offer Directors any pension or retirement benefits during or prior to the fiscal year ended October 31, 2006. The following table provides compensation amounts paid to current Independent Directors of the Fund for the fiscal year ended October 31, 2006. Through September 2006, the Fund paid each Independent Director $2,000 for each meeting attended, to a maximum of $8,000 per annum, plus travel expenses incurred for attending the meeting.

*  Mr. Rosenberg was appointed a Director of the Fund in March 2007 and, as such, was not paid any compensation by the Fund or the other funds in the Fund Complex during the time periods reflected in the table.

**  As of March 2007, each Director serves on the Boards of Trustees of the other five registered investment companies in the Fund Complex.

None of the Independent Directors and none of their immediate family members owns any securities issued by Fred Alger & Company, Incorporated ("Alger Inc.") or any company (other than a registered investment company) controlling, controlled by or under common control with Alger Management.

5

Attendance of Board Members at Annual Meeting; Board Meetings

The Fund does not have a policy regarding attendance by Directors at annual shareholder meetings. No Directors attended the 2006 Annual Meeting.

During the Fund's fiscal year ended October 31, 2006, the Board met four times. Each Nominee attended at least 75% of the aggregate number of meetings of the Board and of each committee of the Board on which the Nominee served.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act") and Section 30(h) of the 1940 Act require the Fund's officers and Directors, certain officers and Directors of Alger Management, affiliated persons of Alger Management, and persons who beneficially own more than 10% of the Fund's shares to file reports of ownership with the Securities and Exchange Commission (the "SEC") and the Fund.

Based solely upon its review of the copies of such forms received by it, the Fund believes that, for the fiscal year ended October 31, 2006, all filing requirements applicable to such persons were compiled with.

Standing Committees of the Board

Audit Committee. The Board has a standing Audit Committee comprised of Messrs. Lester L. Colbert, Jr. and Stephen E. O'Neil and Dr. Nathan E. Saint-Amand, each of whom is not an "interested person," within the meaning of the 1940 Act, and also is "independent" as defined in Section 121A of the Listing Requirements of the American Stock Exchange. The primary purposes of the Board's Audit Committee are to assist the Board in the oversight of the integrity of the Fund's financial statements, the independent auditor's qualifications and independence, the

6

performance of the Fund's independent auditors, and the Fund's compliance with legal and regulatory requirements pertaining to its accounting and financial reporting. The Audit Committee prepares an audit committee report, if required by the SEC, to be included in the Fund's annual proxy statement, if any. The Audit Committee oversees the scope of the annual audit of the Fund's financial statements and any special audits, the quality and objectivity of the Fund's financial statements, the Fund's accounting and financial reporting policies and practices and its internal controls relating thereto. The Audit Committee determines, and recommends to the Board, including the Independent Directors, for its ratification, the selection, appointment, retention or termination of the Fund's independent auditors, as well as approving the compensation of the auditors and in connection therewith, evaluation of the independence of the auditors. The Audit Committee also pre-approves all audit and certain permissible non-audit services provided to the Fund and certain other persons by such independent auditors. Finally, the Audit Committee acts as a liaison between the Fund's independent auditors and the Board. During the Fund's fiscal year ended October 31, 2006, the Audit Committee met four times. A copy of the Audit Committee Charter was included as Appendix A to the Fund's proxy statement for the 2006 Annual Meeting.

Nominating Committee. The Board has a standing Nominating Committee comprised of all Independent Directors. The Nominating Committee met once during the Fund's fiscal year ended October 31, 2006. The Nominating Committee is responsible for assisting the Board in its selection and evaluation of members to oversee the Fund so that the interests of the shareholders are well-served. The Nominating Committee's responsibilities include the nomination of new Directors and the evaluation of the Board and its committee structure. The Nominating Committee may consider candidates submitted by shareholders, or from other sources it deems appropriate. Shareholders who wish to recommend a nominee should send recommendations to the Fund's Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Directors. A recommendation must be accompanied by such individual's written consent to being named in the proxy statement as a nominee and to serving as a Director (if elected). A copy of the Nominating Committee Charter was included as Appendix B to the Fund's proxy statement for the 2006 Annual Meeting.

In nominating candidates, the Nominating Committee will search for those qualified candidates who can bring to the Board the skills, experience and judgment necessary to address the issues directors of investment companies confront in their duties to fund shareholders. The Nominating Committee shall review and make recommendations with regard to the tenure of Directors, including any term limits, limits on the number of boards on which a Director may sit and normal retirement age. The Nominating Committee may retain and terminate a search firm to identify Director nominees, subject to the Board's sole authority to approve the search firm's fees and other retention terms. The Nominating Committee may, in its discretion, establish specific, minimum qualifications (including skills) that must be met by

7

Committee-nominated or shareholder-nominated candidates. The Nominating Committee also is responsible for the analysis of the appropriateness of establishing minimum shareholding levels for Directors.

Certain Legal Proceedings

Alger Management and certain of its affiliates are subject to various legal proceedings, a summary of which is set forth in Appendix A. It is possible that these matters and/or other developments resulting from these matters could result loss of personnel of Alger Management, diversion of time and attention of Alger Management's personnel, diminution of alger Management's financial resources, or other consequences potentially adverse to the Fund. Alger Management has informed the Fund that it cannot predict the potential effect of such actions upon Alger Management or the Fund. There can be no assurance that the effect, if any, would not be material.

Shareholder Approval

The election of the Nominees, whose term of office will commence upon their acceptance of their elections and commencement of service as Directors, must be approved by a plurality of the votes cast in person or by proxy at the Meeting at which a quorum exists.

The Board of Directors, including the Independent Directors, unanimously recommends that you vote "FOR" the election of each of the Nominees.

SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

The 1940 Act requires that the Fund's independent registered public accounting firm be selected by a majority of the Independent Directors of the Fund. One of the purposes of the Audit Committee is to recommend to the Fund's Board the selection, retention or termination of the independent registered public accounting firm for the Fund. At a meeting held on September 12, 2007, the Fund's Audit Committee selected and recommended and the Fund's Board, including a majority of the Independent Directors, approved the selection of Ernst & Young LLP ("E&Y") as the Fund's independent registered public accounting firm for the fiscal year ending October 31, 2008. E&Y has served as the Fund's independent registered public accounting firm since December 2, 2002. A representative of E&Y will be present at the Meeting and will be available to respond to appropriate questions.

After reviewing the Fund's audited financial statements for the fiscal year ended October 31, 2006, the Fund's Audit Committee recommended to the Fund's Board that such statements be included in the Fund's Annual Report to shareholders. A copy of the Audit Committee's report for the Fund is attached as Appendix B to this Proxy Statement.

8

The following table sets forth the fees paid to E&Y for the fiscal years ended October 31, 2005 and 2006 for professional services rendered for the audit of the Fund's financial statements for those fiscal years and other services.

*  Tax fees for fiscal years 2005 and 2006 included the review of Fund's federal, state and local tax returns.

**  Other fees include a debt analysis review and a review of the semi-annual financial statements.

All services to be performed by the Fund's independent registered public accounting firm must be pre-approved by the Fund's Audit Committee. Accordingly, all of the services represented in the table were pre-approved by the Audit Committee. E&Y performed no services for Alger Management or any entity controlling, controlled by or under common control with Alger Management that provides ongoing services to the Fund during the fiscal years ended October 31, 2005 and 2006. Aggregate non-audit fees billed by E&Y for the fiscal years ended October 31, 2005 and 2006, were $186,831 and € 56,050, and $217,212 and € 26,884, respectively.

*  These shares may be deemed to be beneficially owned by Hilary M. Alger, Nicole D. Alger and Alexandra D. Alger by virtue of their control of Alger Associates, Inc.