ALPINE EQUITY TRUST
N-30D, 1999-06-03
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<PAGE>   1
TRUSTEES
Samuel A. Lieber
Laurence B. Ashkin
Foster Bam
H. Guy Leibler

INVESTMENT ADVISER
Alpine Management and Research, LLC
122 East 42nd Street, 37th floor
New York, NY 10168

CUSTODIAN
IFTC
801 Pennsylvania
Kansas City, MO 64105

TRANSFER AGENT
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, OH 43219

ACCOUNTANTS
PricewaterhouseCoopers LLP
100 East Broad Street
Columbus, OH 43215

LEGAL COUNSEL
Schulte Roth & Zabel LLP
900 Third Avenue
New York, NY 10022

ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services L.P.
3435 Stelzer Road
Columbus, OH 43219


Alpine U.S. Real Estate Equity Fund
 122 East 42nd Street, 37th floor
     New York, NY 10168
      (212) 687-5588


[Alpine logo]
U.S. Real Estate
Equity Fund

- ------------------------------------
SEMI-ANNUAL REPORT
March 31, 1999

(5/99)
<PAGE>   2

                               TABLE OF CONTENTS

                   Portfolio Manager's Report to Shareholders
                                    PAGE  2

                       Schedule of Portfolio Investments
                                    PAGE  9

                      Statement of Assets and Liabilities
                                    PAGE 11

                            Statement of Operations
                                    PAGE 12

                      Statements of Changes in Net Assets
                                    PAGE 13

                         Notes to Financial Statements
                                    PAGE 14

                              Financial Highlights
                                    PAGE 20

- --------------------------------------------------------------------------------
                                       -1-
<PAGE>   3

Portfolio Manager's Report to Shareholders   Alpine U.S. Real Estate Equity Fund
- --------------------------------------------------------------------------------

Value of a $10,000 Investment

<TABLE>
<CAPTION>
                                                 ALPINE U.S. REAL ESTATE      WILSHIRE REAL ESTATE       LIPPER REAL ESTATE FUND
                                                     CLASS Y SHARES             SECURITIES INDEX                 AVERAGE
                                                 -----------------------      --------------------       -----------------------
<S>                                             <C>                         <C>                         <C>
9/3/93                                                10000.00                    10000.00                    10000.00
9/30/93                                               10350.00                    10455.00                    10330.00
3/31/94                                               10901.00                     9924.00                     9940.00
9/30/94                                               10117.00                     9890.00                     9693.00
3/31/95                                                9674.00                     9902.00                     9313.00
9/30/95                                               11900.00                    10823.00                    10342.00
3/31/96                                               13085.00                    11685.00                    10900.00
9/30/96                                               13515.00                    12962.00                    11812.00
3/31/97                                               16229.00                    15627.00                    13743.00
9/30/97                                               24151.00                    18410.00                    15936.00
3/31/98                                               25876.00                    18245.00                    16201.00
9/30/98                                               18189.00                    15325.00                    13423.00
3/31/99                                               17446.00                    14016.00                    13124.00
</TABLE>

<CN>

Past performance is not predictive of future results. Investment return and
principal value of the Alpine U.S. Real Estate Fund will fluctuate, so that the
shares, when redeemed, may be worth more or less than their original cost. The
returns set forth reflect the waiver of certain advisory fees. Without the
waiver of fees, total return would have been lower.

The Wilshire Real Estate Securities Index is a market capitalization weighted
performance index of listed property and real estate securities.

The Lipper Real Estate Fund Average is an average of funds that invest 65% of
their portfolio in equity securities of domestic and foreign companies engaged
in the real estate industry.

<TABLE>
<CAPTION>
                       COMPARATIVE TOTAL RETURNS AS OF 03/31/99
                                                                               SINCE
                                     6 MONTH     1 YEAR   3 YEAR   5 YEAR   INCEPTION+
<S>                                  <C>       <C>        <C>      <C>      <C>
- --------------------------------------------------------------------------------------
Alpine Class Y                       (4.09)%   (32.58)%   10.06%   9.86%      10.49%
Alpine Class A (4.75%)*              (8.79)%   (35.97)%    8.01%   7.80%       9.30%
Alpine Class B (5.00%)**             (9.34)%   (36.60)%    8.15%   7.91%       9.55%
Alpine Class C (1.00%)**             (5.57)%   (33.92)%    8.98%   8.29%       9.76%
- --------------------------------------------------------------------------------------
Wilshire Real Estate Securities      (4.39)%   (19.68)%    7.84%   8.11%       6.33%
  Index
Lipper Real Estate Fund Average      (3.57)%   (20.35)%    7.50%   6.91%       5.36%
</TABLE>

     * Represents maximum front-end sales load.
    ** Represents continent deferred sales charge.

+ Performance of Investor A, Class B and Class C shares for the period prior to
  their inceptions on 2/10/95, 3/7/95 and 7/12/95, respectively, represents
  performance for Class Y shares, which commenced operations on 9/3/93. Class A,
  Class B and Class C shares are subject to distribution and service fees, which
  had they been included in the prior period, performance would have been lower.

- --------------------------------------------------------------------------------
                                       -2-
<PAGE>   4
Portfolio Manager's Report to Shareholders   Alpine U.S. Real Estate Equity Fund
- --------------------------------------------------------------------------------

Dear Shareholder:

We are pleased to present the Alpine U.S. Real Estate Equity Fund's semi-annual
report to shareholders for the period ended March 31, 1999. During the six
months under review, we continued to experience the volatile and weak pattern of
returns for real estate stocks that has been evident for the past twelve months.
In this report we will discuss the fund's performance as well as issues and
trends which are affecting both real estate and securities markets. This
discussion will also explain why we believe the near future for real estate
securities could be more positive.

Q. WHAT WAS THE ALPINE US REAL ESTATE EQUITY FUND'S PERFORMANCE DURING THE
   SIX-MONTH PERIOD ENDED MARCH 31, 1999?
A. During the past six months the Fund generated a negative total return of
   -4.09% (Class Y). This was superior to the fund's benchmark Wilshire Real
   Estate Securities Index(1) which lost -4.39%, Lipper Real Estate Fund
   Average(2) declined by -3.57% during the period. As of this writing it is
   worth noting that both your Fund and real estate securities have experienced
   a strong rebound during the month of April, following the period under
   review. Clearly, the volatility has not come to an end, but there appears to
   be a positive trend as we look towards the future.
        The Fund's twelve month total return was negative, -32.58%, while the
   Wilshire Index declined -19.68% and the Lipper Real Estate Fund Average lost
   -20.35%. Not only was 1998's performance disappointing, but it reduced both
   the Fund's trailing five-year total return and return-since- inception to
   9.86% and 10.49%, respectively. Thus, the Fund's return-since-inception has
   fallen from over 22% twelve months ago (March '98) to under 10% today on an
   annualized basis. Despite this weak 1998, your Fund's long term returns are
   still superior to the Wilshire Real Estate Securities Index which generated
   8.11% over five years and 6.33% since the fund's inception. The Lipper R.E.
   Fund Average returned 6.91% and 5.36%, respectively. For reasons which we
   will explain below, we believe that this past year's negative returns for
   both real estate stocks and real estate mutual funds represent an
   intra-cyclical low point in the performance of these shares.

Q. WHAT CREATED THIS INTRA-CYCLICAL DECLINE IN REAL ESTATE STOCKS AND HOW DO WE
   KNOW WE ARE NOT APPROACHING A CYCLICAL LOW?
A. We believe that the price decline and subsequent volatility over the past
   8-12 months in the world's stock markets reflects a process of adjustment
   over time, to uncertainty regarding the impact of the Asian financial
   collapse on each country's economy, as well as its financial and real estate
   markets. In our last report to shareholders, we examined this series of
   events in detail with an analysis of its effect on liquidity for real estate
   finance. We expressed our conclusion that the potential impact on the U.S.
   economy at that time had been overstated by the financial stock markets.
   However, the jittery stock market chose to focus most of its energy and funds
   flow on relatively predictable, well known large capitalization non-cyclical
   companies or alternatively, in "new technology" companies that offer the
   potential for significant, yet to be realized growth. As a result, the market
   did not favor economically sensitive,

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

    (1) The Wilshire Real Estate Securities Index is a market capitalization
        weighted performance index of listed property and real estate
        securities.

    (2) The Lipper Real Estate Fund Average is an average of funds that invest
        65% of their portfolio in equity securities of domestic and foreign
        companies engaged in the real estate industry.
- --------------------------------------------------------------------------------
                                       -3-
<PAGE>   5
Portfolio Manager's Report to Shareholders   Alpine U.S. Real Estate Equity Fund
- --------------------------------------------------------------------------------

                           GEOGRAPHICAL DISTRIBUTION*


<TABLE>
<CAPTION>
                         MOUNTAIN       PACIFIC         NEW         CENTRAL                                     MID
SOUTH EAST                STATES       SOUTHWEST      ENGLAND       PLAINS         SOUTH        MIDWEST      ATLANTIC
- ----------               --------      ---------      -------       -------        -----        -------      --------
<S>                     <C>           <C>           <C>           <C>           <C>           <C>           <C>
  17%                      13%            22%           8%             7%           10%            8%           5%

<CAPTION>
PACIFIC
NORTHWEST
- ---------
<S>                     <C>
  10%
</TABLE>



                              SECTOR DISTRIBUTION*

<TABLE>
<CAPTION>

HOTEL/LODGING                   HOME BUILDING    OFFICE/INDUSTRIAL      RETAIL      RESIDENTIAL       OPERATING COS.
- -----------------               -------------    -----------------      ------      --------------    --------------
<S>                            <C>               <C>                 <C>               <C>               <C>
    31%                              33%               11%                10%             8%               3%

<CAPTION>

LAND
- ----
<S>                           <C>
 4%
</TABLE>


mature sectors such as real estate. Indeed the most economically sensitive real
estate stocks were hit hardest by the decline in the 1998. Specifically
companies engaged in property development and the management of hotel properties
were viewed as most economically sensitive. Typically, if investors believe that
an alternative investment has greater risk it is expected that potential returns
must be greater to offset higher uncertainty. Hence, last fall, the markets
required a larger price discount for the most economically sensitive stocks, so
they were sold down to levels which were below historic relative valuations.
However, since Alpine Management concluded last Fall that the economic cycle was
not near its end and that the stock market was in fact incorporating an
historically high risk premium, the chance of a decline in these aforementioned
sectors was overly discounted. Thus, this was where the Fund concentrated its
investments. Over the past six months the Fund has continued to emphasize the
home building and lodging sectors even though they have been out of favor with
the market.
     During the past few weeks the stock market's broad focus appears to be
shifting away from new technology and internet stocks and focusing on cyclically
sensitive sectors such as equipment manufacturing, materials processors and
finally real estate owners and developers. This is in response to signs of
renewed economic activity and improved capital flows into Asia, while our
economy remains robust. Even though the U.S. economy has slowed from the 4.9% to
5.5% annual GDP growth rates that it sustained over the past 5 years, we believe
the economy should grow at a rate in excess of 3% for much of this year. This
contrasts greatly with expectations of a potential recession in 1999, which some
prognosticators envisioned just 6 months ago. Alpine believes the end of this
business cycle is not yet in sight!

- --------------------------------------------------------------------------------
                                       -4-
<PAGE>   6
Portfolio Manager's Report to Shareholders   Alpine U.S. Real Estate Equity Fund
- --------------------------------------------------------------------------------

Q. HOW HAS THE FUND CHANGED IN ITS FOCUS OVER THE PAST 6 MONTHS?
A. The Fund has placed somewhat greater emphasis on the home-building sector in
   particular because that's where we see the greatest disconnect between
   fundamental performance on both a company specific and general business level
   in comparison with stock market evaluations. The percentage in home builders
   in the Fund has been increased from 28% to 33% while lodging is the next
   largest concentration for 31% of the Fund. Compared with 6 months ago, the
   reduced percentage invested in the office and industrial sectors has less to
   do with business prospects than with relative valuations.
        As a result of share price volatility, Alpine has been actively
   adjusting the portfolio. This is evident in the Fund's top ten holdings,
   which constituted 40.7% of the portfolio last September, 1998 and today
   represents 48.9% of the portfolio. Specifically, Alpine increased its
   exposure to home-building companies with Standard Pacific Corp. at 6.6%,
   Lennar Corp. at 5.7% and U.S. Home Corp. at 5.2%. The next four largest
   holdings, Prime Hospitality, Sunstone Hotels, Meditrust and Starwood Lodging
   are all involved in the lodging sector. Prime Hospitality and Meditrust were
   relatively small positions in the Fund six months ago. Thereafter, Alpine
   took advantage of depressed share prices to increase the Fund's exposure to
   these companies. We did the same with Standard Pacific, nearly doubling the
   Fund's holdings in the company.
        Investors should note that Alpine has recently taken advantage of
   depressed stock valuations by utilizing a modest amount of leverage
   (typically between 4% to 8% of net assets and not to exceed the 10% permitted
   by the prospectus) in order to enhance the Fund's return on assets. We
   believe the disconnect between fundamental positive operating performance and
   low stock market valuations offer significant upside potential which can be
   enhanced with judicious leverage. I wish to point out that your Fund has not
   used such leverage before, but now relative valuations for our investment
   universe have created such compelling investment opportunities that
   management believes downside risk is minimal. Please note that when the Fund
   utilizes leverage, the cost of such debt is added to the fund's operating
   expenses and may modestly increase total operating costs beyond normal base
   projections included in the prospectus, however management believes the
   potential rewards in terms of enhanced total return, significantly outweigh
   any higher expenses during the limited periods in which leverage is employed.

TOP 10 HOLDINGS*

<TABLE>
<CAPTION>
<C>  <S>                                              <C>    <C>  <C>                                        <C>
 1.  Standard Pacific Corp.                           6.60%   6.  Meditrust Co.                              4.57%
 2.  Lennar Corp.                                     5.70%   7.  Starwood Hotels & Resorts Worldwide, Inc.  4.49%
 3.  U.S. Home Corp.                                  5.18%   8.  D.R. Horton, Inc.                          4.31%
 4.  Prime Hospitality Corp.                          5.00%   9.  Toll Brothers, Inc.                        4.19%
 5.  Sunstone Hotel Investors, Inc.                   4.88%  10.  Felcor Lodging Trust, Inc.                 4.01%
 * Portfolio composition subject to change.
</TABLE>
- --------------------------------------------------------------------------------
                                       -5-
<PAGE>   7
Portfolio Manager's Report to Shareholders   Alpine U.S. Real Estate Equity Fund
- --------------------------------------------------------------------------------

Q. ASSUMING THE STRONGER ECONOMY CAN SUSTAIN CURRENT LEVELS OF DEMAND FOR REAL
   ESTATE, WHAT MAKES TODAY'S VALUATIONS SO COMPELLING?
A. Simply stated, the stock market has been valuing real estate companies, and
   particularly home builders and lodging companies at levels which anticipate
   the impact of a recession upon operating performance. For example, most
   lodging REITs yielded between 8-12% at the end of March in contrast with 5.2%
   for 10-year U.S. government bonds. This is an historically large yield
   premium which might suggest that dividend levels may not be sustainable,
   however most lodging REITs pay out only 70% to 85% of their cash flow in
   dividends and thus have a safety cushion. Furthermore, recent earnings
   results for the first quarter show that most hotel companies have been able
   to increase top line room revenue between 2% and 6%, which translates into
   about 4% to 10% cash flow growth on a net corporate basis.
        For homebuilders the market disconnect is even greater as many of these
   companies are trading at multiples of 6 to 9 times earnings. This is in
   comparison with the S&P 500's price earnings ratio of 28 times. Thus the
   implicit relative price to earnings multiple for homebuilders is equivalent
   to roughly 26% (plus or minus 5%) of the broad market level. Historically,
   homebuilders have traded at around 65% of the market P/E ratio! Such a
   discount contrasts with the operating performance of homebuilders who are
   reporting higher profit margins. According to Merrill Lynch, homebuilders are
   benefiting from new order levels during the first three months of this year
   which are up 11% above last year's record setting levels. Despite a strong
   economy, sustained consumer confidence and high levels of affordability, the
   stock market has been expecting a recession that would slow home sales for
   the past nine months, and this caution has been incorporated into share
   prices. We believe that a robust economy will continue to propel operating
   performance and this may change market sentiment towards homebuilders.
        With few exceptions, owners of commercial real estate are enjoying
   higher occupancy levels in most markets and property types than was
   experienced in at least 19 out of the last 20 years. In spite of sustained
   tenant demand, rent levels in many areas have yet to exceed the peak levels
   set during the last cycle, ten years ago! This suggests that there is still
   scope for rising rents, assuming economic growth and supply/demand balances
   can be maintained over the next few years. We do not believe the market has
   begun to factor this potential upside into real estate share prices.
        It is worth noting that low real estate stock valuations have stimulated
   merger and acquisition activity. During the First Quarter of 1999, the Fund
   benefited from two such transactions; Marriott International acquired
   Execustay Corp. and a bid was made by management to acquire all shares in
   Sunstone Hotel Investors.

- --------------------------------------------------------------------------------
                                       -6-
<PAGE>   8
Portfolio Manager's Report to Shareholders   Alpine U.S. Real Estate Equity Fund
- --------------------------------------------------------------------------------

[Cumulative Total Return Comparison]

<TABLE>
<CAPTION>
                                                                                        S&P HOMEBUILDING
                                           S&P 500 INDEX           NAREIT INDEX              INDEX               RUSSELL 200
                                           -------------           ------------         ----------------         -----------
<S>                                     <C>                    <C>                    <C>                    <C>
Oct-90                                         100.00                 100.00                 100.00                 100.00
Dec-90                                         108.62                 106.77                 146.29                 111.25
Mar-91                                         123.43                                        198.58                 143.91
June-91                                        122.09                 132.07                 193.88                 141.05
Sep-91                                         127.59                 137.48                 208.73                 151.61
Dec-91                                         137.20                 144.89                 270.87                 159.84
Mar-92                                         132.79                 145.85                 295.49                 171.41
June-92                                        134.26                 149.69                 227.12                 158.75
Sep-92                                         137.43                 159.91                 259.79                 162.35
Dec-92                                         143.33                 166.03                 329.21                 185.99
Mar-93                                         148.58                 201.95                 323.24                 192.89
June-93                                        148.20                 196.16                 356.06                 196.37
Sep-93                                         150.96                 214.50                 417.75                 212.87
Dec-93                                         153.44                 198.66                 431.03                 217.61
Mar-94                                         146.63                 205.42                 336.26                 211.28
June-94                                        146.14                 209.20                 261.88                 202.21
Sep-94                                         152.52                 204.92                 241.29                 215.53
Dec-94                                         151.08                 204.96                 246.48                 210.69
Mar-95                                         164.71                 204.61                 249.68                 219.45
June-95                                        179.19                 216.64                 297.09                 238.69
Sep-95                                         192.24                 226.85                 292.80                 261.20
Dec-95                                         202.61                 236.25                 348.15                 265.90
Mar-96                                         212.34                 241.62                 311.19                 278.36
June-96                                        220.60                 252.37                 303.95                 291.69
Sep-96                                         226.09                 268.88                 297.69                 291.50
Dec-96                                         243.66                 319.56                 335.62                 305.15
Mar-97                                         249.05                 321.79                 322.68                 288.28
June-97                                        291.16                 337.79                 387.84                 333.56
Sep-97                                         311.61                 377.71                 500.67                 381.91
Dec-97                                         319.22                 384.31                 535.99                 367.77
Mar-98                                         362.42                 382.51                 667.29                 404.51
June-98                                        372.97                 364.97                 700.97                 384.91
Sep-98                                         334.54                 326.57                 591.31                 305.97
Dec-98                                         404.35                 317.05                 734.54                 355.10
Mar-99                                         423.15                 317.85                 553.45                 334.62
</TABLE>

    1. The Standard & Poor's 500 Index is a capitalization-weighted index of 500
stocks. The index is designed to measure performance of the broad domestic
economy through changes in the aggregate market value of 500 stocks representing
all major industries.

    2. The Standard & Poor's Homebuilding Index is a capitalization-weighted
index of all stocks designed to measure the performance of the homebuilding
sector of the Standard & Poor's 500 Index.

    3. The National Association of Real Estate Investment Trusts is a total
return performance index of all equity REITS tracked by NAREIT.

    4. The Russell 2000 Index is comprised of the smallest 2000 companies in the
Russell 3000 Index, representing approximately 11% of the Russell 3000 total
market capitalization.

Q. IF THE STOCK MARKET BEGINS TO TAKE A MORE FAVORABLE VIEW OF REAL ESTATE
   COMPANIES WHAT ARE THE PROSPECTS FOR THEIR RELATIVE PERFORMANCE?
A. To provide an educated speculation as to the potential upside of real estate
   stocks verses the broader stock market, it is perhaps most useful to examine
   historic performance trends. The accompanying chart illustrates historic
   total returns for two key real estate indices and two principal broad stock
   market indices, since this business cycle and Stock Market Expansion started
   in October, 1990, through March 31, 1999. The NAREIT Equity Index(3) is
   useful for illustrating the specific performance of REITs during this period
   as is the S&P Homebuilder Index for its sector. The S&P 500 represents the
   broad, large capitalization stock universe and the Russell 2000 Index
   represents smaller capitalization stocks, which are comparable to REITs and
   homebuilders in size. It is worth noting that the aggregate returns for the
   S&P 500 lagged the other indices through May, 1998. However, during the past
   12 months only the S&P 500 a produced positive return, up nearly 18.5% as
   compared to negative returns ranging from -16.2% to almost -17% for the small
   cap and real estate indices. The long term annualized total return of the S&P
   500 was strong with a gain of 21.66% while REITs returned 14.72%, close to
   the Russell 2000's 15.43%, and the S&P Homebuilding Index(2) return of 23.8%
   outperformed the S&P 500 during this period.

- --------------------------------------------------------------------------------
                                       -7-
<PAGE>   9
Portfolio Manager's Report to Shareholders   Alpine U.S. Real Estate Equity Fund
- --------------------------------------------------------------------------------

        One feature of this chart is that it illustrates how, at any point in
   time, a composite data series or total return index can be influenced by an
   extraordinary event or a period with unusual returns. Clearly, the near
   market meltdown of 1998 constituted an extraordinary event and perhaps, so
   does its impact of negative returns for economically sensitive small cap
   stocks such as the real estate sector. Thus, we would suggest that the
   approximate 35% differential in total return between the S&P 500 and real
   estate stock indices during 1998 could be at least partially recouped over
   time. As the overall stock market stabilizes and more stocks return to
   historic relative valuation levels, pre-1998 performance trends may be
   re-established.

CONCLUDING REMARKS:

As significant shareholders in all three Alpine Real Estate Funds, management
regards all shareholders as our partners. We share your frustration when this
investment under performs and we experience the same elation when its potential
is realized. We appreciate the responsibility that you have entrusted us to
continue to provide strong performance over time, relative to our peer group and
relative to the broader universe of investment opportunities. With this in mind
we wish to thank you for your continued support and interest during this recent
volatile period.

In closing we would like to reiterate the sentiments expressed in our last
report to shareholders, "that real estate securities are now priced at levels
which offer medium term investors considerable opportunity for positive returns
over the next few years of this cycle." The difference today is that we are now
closer to realizing these potential returns. We remain positive in our outlook
for this portfolio.

       Sincerely,
       /s/ Samuel A. Lieber
       Samuel A. Lieber
       CEO/Portfolio Manager

- --------------------------------------------------------------------------------
                                       -8-
<PAGE>   10

ALPINE U.S. EQUITY REAL ESTATE FUND

                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                 MARCH 31, 1999
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                        SECURITY               MARKET
  SHARES              DESCRIPTION               VALUE
- ----------   ------------------------------  -----------
<C>          <S>                             <C>
REAL ESTATE INVESTMENT TRUSTS -- (33.5%)
Hotels -- (12.4%)
    55,000   Felcor Lodging Trust, Inc.....  $ 1,275,313
    76,778   Patriot American Hospitality,
               Inc. (b)....................      393,487
    60,000   RFS Hotel Investors, Inc......      693,750
   216,200   Sunstone Hotel Investors,
               Inc.........................    1,553,937
                                             -----------
                                               3,916,487
                                             -----------
Office-Industrial Buildings -- (5.9%)
    43,000   Corporate Office Properties
               Trust, Inc..................      276,813
    59,500   Kilroy Realty Corp............    1,219,750
    19,500   Koger Equity, Inc.............      262,031
     6,900   SL Green Realty Corp..........      129,806
                                             -----------
                                               1,888,400
                                             -----------
Mixed Use -- (5.7%)
    79,800   First Union Real Estate
               Investments (b).............      349,125
   116,800   Meditrust Co..................    1,452,700
                                             -----------
                                               1,801,825
                                             -----------
Shopping Centers -- (5.7%)
    17,700   Alexander's, Inc. (b).........    1,199,175
    11,250   Chelsea GCA Realty, Inc.......      313,594
       100   J.P. Realty, Inc..............        1,969
    12,400   Kranzco Realty Trust..........      146,475
     8,000   Pennsylvania Real Estate
               Investment Trust............      149,500
                                             -----------
                                               1,810,713
                                             -----------
Manufactured Home Parks -- (3.8%)
   101,980   Asset Investor Corp...........    1,223,760
                                             -----------
             Total Real Estate Investment
               Trusts
               (Cost $13,047,937)..........   10,641,185
                                             -----------
COMMON STOCKS -- (67.8%)
Homebuilders -- (32.4%)
    50,000   Crossman Communities, Inc.
               (b).........................      996,875
    81,925   D.R. Horton, Inc..............    1,372,244
    81,060   Lennar Corp...................    1,813,717
    41,400   Ryland Group, Inc.............    1,047,938
   163,000   Standard Pacific Corp.........    2,098,624
    73,600   Toll Brothers, Inc. (b).......    1,334,000
    50,500   U.S. Home Corp. (b)...........    1,647,563
                                             -----------
                                              10,310,961
                                             -----------
</TABLE>

<TABLE>
<CAPTION>
                        SECURITY               MARKET
  SHARES              DESCRIPTION               VALUE
- ----------   ------------------------------  -----------
<C>          <S>                             <C>
COMMON STOCKS, CONTINUED:
Real Estate Operating Companies -- (17.9%)
    65,700   Bentall Corp..................  $   705,732
    19,000   California Coastal
               Communities, Inc. (b).......      123,500
    74,200   Capital Trust (b).............      361,725
   171,900   Crescent Operating, Inc.
               (b).........................      623,138
   346,000   Excel Legacy Corp. (b)........    1,189,374
    40,920   Forest City Enterprises,
               Inc.........................      989,753
    55,000   LNR Property Corp.............    1,086,250
    70,200   Wellsford Real Properties,
               Inc. (b)....................      614,250
                                             -----------
                                               5,693,722
                                             -----------
Lodging -- (17.5%)
    22,000   Candlewood Hotel Co., Inc.
               (b).........................       88,000
    25,000   Crestline Capital Corp. (b)...      384,375
   180,300   Homestead Village Properties,
               Inc. (b)....................      439,481
   109,000   John Q. Hammons Hotels, Inc.
               (b).........................      395,125
   450,100   Meristar Hotels & Resorts,
               Inc. (b)....................    1,237,775
   159,900   Prime Hospitality Corp. (b)...    1,589,006
    50,001   Starwood Hotels & Resorts
               Worldwide, Inc. (b) (c).....    1,428,154
                                             -----------
                                               5,561,916
                                             -----------
             Total Common Stocks
               (Cost $25,176,158)..........   21,566,599
                                             -----------
MISCELLANEOUS SECURITIES -- (0.1%)
     4,800   Miscellaneous Securities
               (b).........................       35,100
                                             -----------
             Total Miscellaneous Securities
               (Cost $36,240)..............       35,100
                                             -----------
             Total Investments
               (Cost $38,260,335)
               (a)...................101.4%   32,242,884
                                             -----------
             Liabilities in excess of other
               assets.................(1.4)     (431,258)
                                       ----   ----------
             TOTAL NET ASSETS........100.0%  $31,811,626
                                       ====   ==========
</TABLE>

<TABLE>
<CAPTION>
                                               MARKET
  SHARES                                        VALUE
- ----------                                   -----------
<C>          <S>                             <C>
SECURITIES SOLD SHORT -- (1.9%)
    12,500   Total Securities Sold Short
               (Proceeds $627,948).........  $   609,375
                                             ===========
</TABLE>

                                   Continued
                                       -9-
<PAGE>   11
ALPINE U.S. EQUITY REAL ESTATE FUND

                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                 MARCH 31, 1999
                                  (UNAUDITED)

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

(a) Cost for federal income tax purposes differs from value by net unrealized
    depreciation as follows:

<TABLE>
        <S>                                         <C>
          Unrealized appreciation.................  $   956,408
          Unrealized depreciation.................   (6,973,859)
                                                    -----------
          Net unrealized depreciation.............  $(6,017,451)
                                                    ===========
</TABLE>

(b) Non income producing security.

(c) Part of the security is held as collateral for the short sale.

                       See notes to financial statements.

                                      -10-
<PAGE>   12

ALPINE U.S. REAL ESTATE EQUITY FUND

                      STATEMENT OF ASSETS AND LIABILITIES
                                 MARCH 31, 1999
                                  (UNAUDITED)

<TABLE>
<S>                                                           <C>
ASSETS:
  Investments, at value (Cost $36,909,862)..................  $31,178,310
  Deposits with broker and custodian bank for securities
    sold short (Cost $1,350,473)............................    1,064,574
                                                              -----------
  Total Investments.........................................   32,242,884
  Foreign currency (Cost $511)..............................          514
  Receivable for investment securities sold short...........      627,948
  Receivable for investment securities sold.................    2,066,939
  Receivable for capital shares issued......................        6,000
  Interest and dividends receivable.........................       71,018
  Prepaid expenses and other assets.........................       52,028
                                                              -----------
    Total Assets............................................   35,067,331
                                                              -----------
LIABILITIES:
  Securities sold short (proceeds $627,948).................      609,375
  Cash overdrafts...........................................    2,323,639
  Payable for dividends on securities sold short............        9,875
  Payable for investment securities purchased...............      139,874
  Payable for capital shares redeemed.......................       92,973
  Accrued expenses and other liabilities:
    Investment advisory fees................................       28,065
    Administration fees.....................................        1,005
    Distribution fees payable...............................        6,140
    Other...................................................       44,759
                                                              -----------
    Total liabilities.......................................    3,255,705
                                                              -----------
NET ASSETS..................................................  $31,811,626
                                                              ===========
NET ASSETS REPRESENTED BY
  Capital stock, at par value...............................  $       271
  Additional paid-in-capital................................   40,604,490
  Undistributed (distributions in excess of) net investment
    income..................................................      265,021
  Accumulated undistributed net realized gains (losses) on
    investment transactions.................................   (3,059,284)
  Unrealized appreciation (depreciation) from investments...   (5,998,872)
                                                              -----------
    NET ASSETS..............................................  $31,811,626
                                                              ===========
NET ASSETS VALUE
  Class Y Shares
    Net assets of $22,289,830 / 1,881,742 shares
     outstanding............................................  $     11.85
                                                              ===========
  Class A Shares
    Net assets of $3,608,899 / 308,298 shares outstanding...  $     11.71
                                                              ===========
    Offering price (based on sales charge of 4.75%).........  $     12.29
                                                              ===========
  Class B Shares*
    Net assets of $4,317,221 / 376,905 shares outstanding...  $     11.45
                                                              ===========
  Class C Shares*
    Net assets of $1,595,676 / 139,369 shares outstanding...  $     11.45
                                                              ===========
</TABLE>

- ---------------
* Redemption price per share varies based on length of time shares are held
  (Note 5)

                       See notes to financial statements.

                                      -11-
<PAGE>   13

ALPINE U.S. REAL ESTATE EQUITY FUND

                            STATEMENT OF OPERATIONS
                        SIX MONTHS ENDED MARCH 31, 1999
                                  (UNAUDITED)

<TABLE>
<S>                                                           <C>        <C>
INVESTMENT INCOME:
  Dividends (net of foreign withholding taxes of $5,902)..............   $   673,485
                                                                         -----------
EXPENSES:
  Investment advisory fees..................................  $184,922
  Administration fees.......................................    42,532
  Distribution fees -- Class B..............................    20,809
  Distribution fees -- Class C..............................     6,715
  Shareholder Servicing Fees -- Class A.....................     6,202
  Shareholder Servicing Fees -- Class B.....................     6,936
  Shareholder Servicing Fees -- Class C.....................     2,238
  Custodian fees............................................    58,083
  Legal fees................................................    38,204
  Trustees' fees and expenses...............................     5,670
  Other.....................................................    71,005
                                                              --------
     Total Expenses.........................................   443,316
                                                              --------
Net Investment Income.................................................       230,169
                                                                         -----------
REALIZED/UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
  Net realized gains (losses) from investment and foreign currency
     transactions.....................................................    (2,624,712)
  Net change in unrealized appreciation (depreciation) from
     investments and translation of assets and liabilities in foreign
     currencies.......................................................     1,014,346
                                                                         -----------
Net realized/unrealized gains (losses) from investments...............    (1,610,366)
                                                                         -----------
Change in net assets resulting from operations........................   $(1,380,197)
                                                                         ===========
</TABLE>

                       See notes to financial statements.

                                      -12-
<PAGE>   14

ALPINE U.S. REAL ESTATE EQUITY FUND

                      STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                              FOR SIX-MONTHS      FOR THE YEAR
                                                                  ENDED              ENDED
                                                              MARCH 31, 1999   SEPTEMBER 30, 1998
                                                              --------------   ------------------
                                                               (UNAUDITED)
<S>                                                           <C>              <C>
OPERATIONS:
  Net investment income.....................................   $   230,169        $    172,407
  Net realized gains (losses) from investment and foreign
     currency transactions..................................    (2,624,712)            692,757
  Net change in unrealized appreciation (depreciation) from
     investments and translation of assets and liabilities
     in foreign currencies..................................     1,014,346         (13,160,995)
                                                               -----------        ------------
  Change in net assets resulting from operations............    (1,380,197)        (12,295,831)
                                                               -----------        ------------
DISTRIBUTIONS TO SHAREHOLDERS:
  From net investment income
     Class A................................................          (291)            (33,856)
     Class B................................................            --             (32,220)
     Class C................................................            --             (13,786)
     Class Y................................................            --            (151,695)
  From net realized gains
     Class A................................................       (52,182)           (645,169)
     Class B................................................       (57,711)           (785,584)
     Class C................................................       (18,450)           (336,121)
     Class Y................................................      (238,679)         (2,702,405)
                                                               -----------        ------------
     Total change in net assets from distributions to
       shareholders.........................................      (367,313)         (4,700,836)
                                                               -----------        ------------
SHARES OF BENEFICIAL INTEREST TRANSACTIONS:
  Net increase (decrease) in net assets resulting from
     shares of beneficial interest transactions.............    (6,212,999)         29,412,793
                                                               -----------        ------------
  Total change in net assets................................    (7,960,509)         12,416,126
                                                               -----------        ------------
NET ASSETS:
  Beginning of period.......................................    39,772,135          27,356,009
                                                               -----------        ------------
  End of period.............................................   $31,811,626        $ 39,772,135
                                                               ===========        ============
</TABLE>

                       See notes to financial statements.

                                      -13-
<PAGE>   15

ALPINE U.S. REAL ESTATE EQUITY FUND

                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

1.   ORGANIZATION:

     Alpine U.S. Real Estate Equity Fund, the ("Fund"), is registered under the
     Investment Company Act of 1940, as amended (the "1940 Act"), as a
     diversified, open-end management investment company. The Fund is a separate
     series of the Alpine Equity Trust, a Massachusetts business trust organized
     in 1988.

     Alpine U.S. Real Estate Equity Fund seeks long-term capital growth. Current
     income is secondary objective.

2.   SIGNIFICANT ACCOUNTING POLICIES:

     The following is a summary of significant accounting policies consistently
     followed by the Fund in the preparation of its financial statements. The
     policies are in conformity with generally accepted accounting principles,
     which require management to make estimates and assumptions that affect
     amounts reported herein. Actual results could differ from these estimates.

     A. VALUATION OF SECURITIES:

     The Fund values securities traded on a national securities exchange or
     included on the NASDAQ National Market System ("NASDAQ") at the last
     reported sales price on the exchange where primarily traded. The Fund
     values securities traded on an exchange or NASDAQ for which there has been
     no sale and other securities traded in the over-the-counter market at the
     mean between the last reported bid and asked price. Securities for which
     market quotations are not available, including restricted securities, are
     valued at fair value as determined in good faith according to procedures
     approved by the Board of Trustees. Short-term investments with remaining
     maturities of 60 days or less are carried at amortized cost, which
     approximates market value.

     B. REPURCHASE AGREEMENTS:

     The Fund may invest in repurchase agreements. Securities pledged as
     collateral for repurchase agreements are held by the custodian on the
     Fund's behalf. The Fund monitors the adequacy of the collateral daily and
     will require the seller to provide additional collateral in the event the
     market value of the securities pledged falls below the carrying value of
     the repurchase agreement, including accrued interest. The Fund will only
     enter into repurchase agreements with banks and other financial
     institutions which are deemed by the investment advisor to be creditworthy
     pursuant to guidelines established by the Board of Trustees. Repurchase
     agreements are considered to be loans under the 1940 act.

     C. SECURITY TRANSACTIONS AND INVESTMENT INCOME:

     Securities transactions are accounted for no later than one business day
     after the trade date. Realized gains and losses are computed on the
     identified cost basis. Interest income is recorded on the accrual basis and
     includes accretion of discounts and amortization of premiums, where
     applicable. Dividend income is recorded on the ex-dividend date or in the
     case of some foreign securities, on the date thereafter when the Fund is
     made aware of the dividend. Foreign income may be subject to foreign
     withholding taxes, which are accrued as applicable. Capital gains realized
     on some foreign securities are subject to foreign taxes, which are accrued
     as applicable.

                                   Continued
                                      -14-
<PAGE>   16
ALPINE U.S. REAL ESTATE EQUITY FUND

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                  (UNAUDITED)

     D. FOREIGN CURRENCY TRANSLATION:

     The market value of investment securities, other assets and liabilities of
     the U.S. Real Estate Equity Fund denominated in a foreign currency are
     translated into U.S. dollars at the current exchange rate. Purchases and
     sales of securities, income receipts and expense payments are translated
     into U.S. dollars at the exchange rate on the dates of the transactions.

     The fund does not isolate that portion of the results of operations
     resulting from changes in foreign exchange rates on investments from the
     fluctuations arising from changes in market prices of securities held. Such
     fluctuations are included with the net realized and unrealized gains or
     losses from investments.

     Reported net realized foreign exchange gains or losses arise from sales and
     maturities of fund securities, sales of foreign currencies, currency
     exchange fluctuations between the trade and settlement dates of securities
     transactions, and the difference between the amounts of assets and
     liabilities recorded and the U.S. dollar equivalent of the amounts actually
     received or paid. Net unrealized foreign exchange gains and losses arise
     from changes in the value of assets and liabilities, including investments
     in securities, resulting from changes in currency exchange rates.

     E. RISKS ASSOCIATED WITH FOREIGN SECURITIES AND CURRENCIES

     Investments in securities of foreign issuers carry certain risks not
     ordinarily associated with investments in securities of domestic issuers.
     Such risks include future political and economic developments, and the
     possible imposition of exchange controls or other foreign governmental laws
     and restrictions. In addition, with respect to certain countries, there is
     the possibility of expropriation of assets, confiscatory taxation,
     political or social instability or diplomatic developments which could
     adversely affect investments in those countries.

     Certain countries may also impose substantial restrictions on investments
     in their capital markets by foreign entities, including restrictions on
     investments in issuers or industries deemed sensitive to relevant national
     interests. These factors may limit the investment opportunities available
     to the U.S. Real Estate Equity Fund or result in a lack of liquidity and
     high price volatility with respect to securities of issuers from developing
     countries.

     F. SHORT SALE TRANSACTIONS

     Short sales are transactions in which the Fund sells a security it does not
     own in anticipation of a decline in the market value of that security. To
     complete such a transaction, the Fund must borrow the security to deliver
     to the buyer upon the short sale; the Fund then is obligated to replace the
     security borrowed by purchasing it in the open market at some later date.
     The Fund will incur a loss if the market price of the security increases
     between the date of the short sale and the date on which the Fund replaces
     the borrowed security. The Fund will realize a gain if the security
     declines in value between those dates. All short sales must be fully
     collateralized. The Fund maintains the collateral in a segregated account
     with its custodian, consisting of cash, equities and/or U.S. government
     securities sufficient to collateralize its obligation on the short
     positions. At March 31, 1999, equities held by the Fund with a total market
     value of $1,064,574 were segregated as collateral for its short sales. For
     six months ended March 31, 1999, the market value of the

                                   Continued
                                      -15-
<PAGE>   17
ALPINE U.S. REAL ESTATE EQUITY FUND

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                  (UNAUDITED)

     investments purchased to cover short sales and proceeds from investments
     sold short were $609,375 and $627,948, respectively.

     For financial statement purposes, an amount equal to the settlement amount
     is included in the Statements of Assets and Liabilities as an asset and an
     equivalent liability. The amount of the liability is subsequently
     marked-to-market to reflect the current value of the short position.
     Securities sold short at March 31, 1999 and their related market values and
     proceeds are set forth in the schedule of portfolio investments.

     G. FEDERAL 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
     timely, substantially all of its net investment company income and net
     realized capital gains to shareholders. Therefore, no federal income tax
     provision is required. (Under the applicable foreign tax law, a withholding
     tax may be imposed on interest, dividends and capital gains earned on
     foreign investments at various rates. Where available, the Fund will file
     for claims on foreign taxes withheld.)

     H. DIVIDENDS AND DISTRIBUTIONS:

     The Fund intends to distribute substantially all of its net investment
     income and net realized capital gains, if any, annually in the form of
     dividends. Distributions to shareholders are recorded at the close of
     business on the ex-dividend date.

     The amounts of dividends from net investment income and of distributions
     from net realized gains are determined in accordance with federal income
     tax regulations, which may differ from generally accepted accounting
     principles. These "book/tax" differences are either considered temporary or
     permanent in nature. To the extent these differences are permanent in
     nature, such amounts are reclassified within the composition of net assets
     based on their federal tax-basis treatment; temporary differences do not
     require reclassification.

     Dividends and distributions to shareholders which exceed net investment
     income and net realized capital gains for financial reporting purposes but
     not for tax purposes are reported as dividends in excess of net investment
     income or distributions in excess of net realized gains. To the extent they
     exceed net investment income and net realized gains for tax purposes, they
     are reported as distributions of capital.

     I. CLASS ALLOCATIONS:

     Income, expenses (other than class specific expenses) and realized and
     unrealized gains and losses are prorated among the classes based on the
     relative net assets of each class. Class specific expenses are allocated to
     the class to which they relate. Currently, class specific expenses are
     limited to expenses incurred under the Distribution Plans.

                                   Continued
                                      -16-
<PAGE>   18
ALPINE U.S. REAL ESTATE EQUITY FUND

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                  (UNAUDITED)

     3.   CAPITAL SHARE TRANSACTIONS:

     The Fund has an unlimited number of shares of beneficial interest, with
     $0.0001 par value, authorized. Transactions in shares and dollars of the
     Fund were as follows:

<TABLE>
<CAPTION>
                                               SIX MONTHS ENDED                   YEAR ENDED
                                                MARCH 31, 1999                SEPTEMBER 30, 1998
                                       --------------------------------    ------------------------
                                            SHARES            AMOUNT        SHARES        AMOUNT
                                       -----------------    -----------    ---------    -----------
<S>                                    <C>                  <C>            <C>          <C>
     CLASS A
       Shares sold...................         42,112        $   507,321      804,558    $13,656,844
       Shares redeemed...............       (189,629)        (2,336,536)    (535,972)    (8,757,392)
       Shares issued in reinvestment
          of distributions...........          3,603             44,996       40,006        636,489
                                           ---------        -----------    ---------    -----------
       Net increase (decrease).......       (143,914)        (1,784,219)     308,592    $ 5,535,941
                                           ---------        -----------    ---------    -----------
     CLASS B
       Shares sold...................         11,479            134,669      489,790      8,252,330
       Shares redeemed...............       (162,358)        (1,986,849)    (193,555)    (3,096,673)
       Shares issued in reinvestment
          of distributions...........          3,863             47,319       47,696        749,779
                                           ---------        -----------    ---------    -----------
       Net increase (decrease).......       (147,016)        (1,804,861)     343,931      5,905,436
                                           ---------        -----------    ---------    -----------
     CLASS C
       Shares sold...................         53,414            663,606      243,416      4,143,415
       Shares redeemed...............        (80,529)          (981,534)    (185,069)    (3,079,800)
       Shares issued in reinvestment
          of distributions...........            988             12,100       19,734        310,020
                                           ---------        -----------    ---------    -----------
       Net increase (decrease).......        (26,127)          (305,828)      78,081      1,373,635
                                           ---------        -----------    ---------    -----------
     CLASS Y
       Shares sold...................        302,581          3,796,702    1,325,466     20,817,418
       Shares redeemed...............       (509,553)        (6,340,010)    (420,021)    (6,900,201)
       Shares issued in reinvestment
          of distributions...........         17,823            225,217      167,013      2,680,564
                                           ---------        -----------    ---------    -----------
       Net increase (decrease).......       (189,149)        (2,318,091)   1,072,458     16,597,781
                                           ---------        -----------    ---------    -----------
       Total Net increase/decrease...       (506,206)       $(6,212,999)   1,803,062    $29,412,793
                                           ---------        -----------    ---------    -----------
</TABLE>

                                   Continued
                                      -17-
<PAGE>   19
ALPINE U.S. REAL ESTATE EQUITY FUND

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                  (UNAUDITED)

     The Fund offers Class A, Class B, Class C and Class Y shares. Class A
     shares are sold with a front-end sales charge. Class B shares are sold
     subject to a contingent deferred sales charge that is payable upon
     redemption and decreases depending on how long the shares have been held.
     Class C shares are sold subject to a contingent deferred sales charge
     payable on shares redeemed within one year after the month of purchase.
     Class Y shares are sold only to certain institutional or individual
     investors who do not receive services of financial intermediaries that
     offer shares of the Fund.

4.   SECURITIES TRANSACTIONS

     Cost of purchases and proceeds from sales of investment securities,
     excluding securities sold short and short-term investments, were
     $14,698,001 and $20,237,679, respectively, for six months ended March 31,
     1999.

5.   TRANSACTIONS WITH AFFILIATES

     Investment advisory services are provided to the Fund by Alpine Management
     & Research LLC ("Alpine"). Pursuant to each investment advisor's agreement
     with the Fund, Alpine is entitled to an annual fee based on the Fund's
     average daily net assets, in accordance with the following schedule:

                                 First $750 million  1.00%
                                 Next $250 million  0.90%
                                 Over $1 billion     0.80%

     BISYS Fund Services L.P. ("BISYS L.P.") is the Fund's Principal Underwriter
     and Distributor. BISYS Fund Services Ohio, Inc. is the Fund's Administrator
     and BISYS Fund Services, Inc. ("BISYS") is the Fund's Fund Accountant,
     Transfer Agent and Dividend Disbursing Agent. In addition, Investors
     Fiduciary Trust Company ("IFTC") is the Fund's Custodian. In return for
     these serves, BISYS L.P and BISYS will earn an annual fee amounting to
     0.23% of the Fund's average daily net assets and IFTC will earn an annual
     fee amounting to 0.095% of the Fund's average daily net assets.

     The Fund has adopted Distribution Plans for each class of shares, except
     Class Y Shares, as allowed by Rule 12b-1 of the 1940 Act. Distribution
     plans permit the Fund to reimburse its principal underwriter for costs
     related to selling shares of the Fund and for various other services. These
     costs, which consist primarily of commissions and service fees to
     broker-dealers who sell shares of the Fund, are paid by the Fund. Pursuant
     to the Distribution plans, each class, except Class Y, currently pays a
     service fee equal to 0.25% of the average daily net assets of the class.
     Class B and Class C also presently pay distribution fees equal to 0.75% of
     the average daily net assets of the class. Distribution Plan fees are
     calculated daily and paid monthly.

     During the six months ended March 31, 1999, amounts paid to brokers by
     BISYS L.P. pursuant to the Fund's Class A, Class B and Class C Distribution
     Plans were $3,235, $5,506 and $6,781, respectively.

     Each of the Distribution Plans may be terminated at any time by vote of the
     Independent Trustees or by vote of a majority of the outstanding voting
     shares of the respective class.

                                   Continued
                                      -18-
<PAGE>   20
ALPINE U.S. REAL ESTATE EQUITY FUND

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                  (UNAUDITED)

     Class A shares are subject to a 4.75% sales charge at the time of purchase.
     Class B shares are subject to a Contingent Deferred Sales Charge (CDSC) on
     redemptions of shares made within six years of purchase. The applicable
     CDSC is equal to a percentage of the lesser of the net asset value per
     share (NAV) at the date of the original purchase or at the date of
     redemption. Class C shares are subject to a 1% CDSC on shares redeemed
     during the first year after purchase.

     Officers of the Fund and affiliated Trustees receive no compensation
     directly from the Fund.

6.   CONCENTRATION OF CREDIT RISK

     The Fund invests a substantial portion of its assets in the equity
     securities of issuers engaged in the real estate industry, including real
     estate investment trusts (REITs). As a result, the Fund may be more
     affected by economic developments in the real estate industry than would a
     general equity fund.

                                   Continued
                                      -19-
<PAGE>   21

ALPINE U.S. REAL ESTATE EQUITY FUND

                              FINANCIAL HIGHLIGHTS
                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
                                                     SIX MONTHS
                                                        ENDED                    YEAR ENDED SEPTEMBER 30,
                                                      MARCH 31,       ----------------------------------------------
                                                       1999(a)        1998(a)      1997(a)      1996(a)      1995(b)
                                                     -----------      -------      -------      -------      -------
                                                     (UNAUDITED)
<S>                                                  <C>              <C>          <C>          <C>          <C>
CLASS A SHARES
NET ASSETS VALUE BEGINNING OF PERIOD................   $12.34         $19.34       $12.49       $11.42       $ 9.21
                                                       ------         ------       ------       ------       ------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
  Net investment income (loss)......................     0.08           0.08         0.12(c)      0.20         0.18
  Net realized and unrealized gain (loss) from
    investments and foreign currencies..............    (0.59)         (4.25)        8.57         1.28         2.03
                                                       ------         ------       ------       ------       ------
  Total from investment operations..................    (0.51)         (4.17)        8.69         1.48         2.21
                                                       ------         ------       ------       ------       ------
LESS DISTRIBUTIONS
  From net investment income........................       --          (0.15)       (0.26)(c)    (0.20)          --
  From net realized gains...........................    (0.12)         (2.68)       (1.58)       (0.21)          --
                                                       ------         ------       ------       ------       ------
  Total distributions...............................    (0.12)         (2.83)       (1.84)       (0.41)          --
                                                       ------         ------       ------       ------       ------
NET ASSET VALUE END OF PERIOD.......................   $11.71         $12.34       $19.34       $12.49       $11.42
                                                       ======         ======       ======       ======       ======
TOTAL RETURN (EXCLUDES SALES CHARGES)...............    (4.21)%(g)    (24.86)%      78.28%       13.12%       24.00%
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000)...................   $3,609         $5,582       $2,778       $  263       $    5
Ratio of expenses to average net assets.............     2.41%(f)       1.95%        1.77%        1.72%        1.78%(f)
Ratio of interest expense to average net assets.....      N/A            N/A          N/A         0.04%         N/A
Ratio of net investment income (loss) to average net
  assets............................................     1.28%(f)       0.27%        0.90%        1.60%        3.13%(f)
Ratio of expenses to average net assets (d).........      N/A            N/A         1.76%         N/A          N/A
Ratio of expenses to average net assets (e).........      N/A           1.97%        2.49%        9.65%      364.74%(f)
Ratio of net investment income (loss) to average net
  assets (e)........................................      N/A           0.25%        0.88%        1.58%        3.11%(f)
Portfolio Turnover (h)..............................       38%           138%         205%         169%         115%
</TABLE>

- ---------

<TABLE>
<S>  <C>
(a)  Net investment income is based on average shares outstanding
     during the period.
(b)  For the period from March 10, 1995 (commencement of Class
     operations) to September 30, 1995.
(c)  The per share amount of net investment income is not in
     accord with the distributions per share from net investment
     income due to the timing of sales of Fund shares after the
     Fund declared its annual income distribution on December 26,
     1996. The distributions declared on such date were paid
     principally from net investment income earned during the
     previous fiscal year.
(d)  During the period, certain fees were indirectly paid. If
     such fees indirectly paid had not occurred, the ratios would
     have been as indicated.
(e)  During the period, certain fees were waived or reimbursed.
     If such fees waived or reimbursed had not occurred, the
     ratios would have been as indicated.
(f)  Annualized.
(g)  Not annualized.
(h)  Portfolio turnover is calculated on the basis of the Fund,
     as a whole, without distinguishing between the classes of
     shares issued.
</TABLE>

                                      -20-
<PAGE>   22

ALPINE U.S. REAL ESTATE EQUITY FUND

                              FINANCIAL HIGHLIGHTS
                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
                                                     SIX MONTHS
                                                        ENDED                    YEAR ENDED SEPTEMBER 30,
                                                      MARCH 31,       ----------------------------------------------
                                                       1999(a)        1998(a)      1997(a)      1996(a)      1995(b)
                                                     -----------      -------      -------      -------      -------
                                                     (UNAUDITED)
<S>                                                  <C>              <C>          <C>          <C>          <C>
CLASS B SHARES
NET ASSET VALUE BEGINNING OF PERIOD.................   $12.12         $19.14       $12.41       $11.37       $ 9.19
                                                       ------         ------       ------       ------       ------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
  Net investment income (loss)......................     0.03          (0.05)        0.02(c)      0.13         0.05
  Net realized and unrealized gain (loss) from
    investments and foreign currencies..............    (0.58)         (4.18)        8.49         1.27         2.13
                                                       ------         ------       ------       ------       ------
  Total from investment operations..................    (0.55)         (4.23)        8.51         1.40         2.18
                                                       ------         ------       ------       ------       ------
LESS DISTRIBUTIONS
  From net investment income........................       --          (0.11)       (0.20)(c)    (0.15)          --
  From net realized gains...........................    (0.12)         (2.68)       (1.58)       (0.21)          --
                                                       ------         ------       ------       ------       ------
  Total distributions...............................    (0.12)         (2.79)       (1.78)       (0.36)          --
                                                       ------         ------       ------       ------       ------
NET ASSET VALUE END OF PERIOD.......................   $11.45         $12.12       $19.14       $12.41       $11.37
                                                       ======         ======       ======       ======       ======
TOTAL RETURN (EXCLUDES REDEMPTION CHARGES)..........    (4.62)%(g)    (25.43)%      76.87%       12.49%       23.72%
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000)...................   $4,317         $6,352       $3,446       $  431       $  160
Ratio of expenses to average net assets.............     3.16%(f)       2.70%        2.52%        2.46%        2.51%(f)
Ratio of interest expense to average net assets.....      N/A            N/A          N/A         0.04%         N/A
Ratio of net investment income (loss) to average net
  assets............................................     0.51%(f)      (0.42)%       0.12%        1.05%        2.00%(f)
Ratio of expenses to average net assets (d).........      N/A            N/A         2.51%         N/A          N/A
Ratio of expenses to average net assets (e).........      N/A           2.72%        3.24%        6.19%       28.70%(f)
Ratio of net investment income (loss) to average net
  assets............................................      N/A          (0.44)%       0.10%        1.03%        1.98%(f)
Portfolio Turnover (h)..............................       38%           138%         205%         169%         115%
</TABLE>

- ---------

<TABLE>
<S>  <C>
(a)  Net investment income is based on average shares outstanding
     during the period.
(b)  For the period from March 7, 1995 (commencement of Class
     operations) to September 30, 1995.
(c)  The per share amount of net investment income is not in
     accord with the distributions per share from net investment
     income due to the timing of sales of Fund shares after the
     Fund declared its annual income distribution on December 26,
     1996. The distributions declared on such date were paid
     principally from net investment income earned during the
     previous fiscal year.
(d)  During the period, certain fees were indirectly paid. If
     such fees indirectly paid had not occurred, the ratios would
     have been as indicated.
(e)  During the period, certain fees were waived or reimbursed.
     If such fees waived or reimbursed had not occurred, the
     ratios would have been as indicated.
(f)  Annualized.
(g)  Not annualized.
(h)  Portfolio turnover is calculated on the basis of the Fund,
     as a whole, without distinguishing between the classes of
     shares issued.
</TABLE>

                                      -21-
<PAGE>   23

ALPINE U.S. REAL ESTATE EQUITY FUND

                              FINANCIAL HIGHLIGHTS
                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
                                                     SIX MONTHS
                                                       ENDED                    YEAR ENDED SEPTEMBER 30,
                                                     MARCH 31,       ----------------------------------------------
                                                      1999(a)        1998(a)      1997(a)      1996(a)      1995(b)
                                                     ----------      -------      -------      -------      -------
                                                     UNAUDITED
<S>                                                  <C>             <C>          <C>          <C>          <C>
CLASS C SHARES
NET ASSET VALUE BEGINNING OF PERIOD.................   $12.12        $19.13       $12.44       $11.41       $10.87
                                                       ------        ------       ------       ------       ------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
  Net investment income (loss)......................     0.03         (0.05)        0.03(c)      0.13         0.08
  Net realized and unrealized gain (loss) from
    investments and foreign currencies..............    (0.58)        (4.17)        8.47         1.28         0.46
                                                       ------        ------       ------       ------       ------
  Total from investment operations..................    (0.55)        (4.22)        8.50         1.41         0.54
                                                       ------        ------       ------       ------       ------
LESS DISTRIBUTIONS
  From net investment income........................       --         (0.11)       (0.23)(c)    (0.17)          --
  From net realized gains...........................    (0.12)        (2.68)       (1.58)       (0.21)          --
                                                       ------        ------       ------       ------       ------
  Total distributions...............................    (0.12)        (2.79)       (1.81)       (0.38)          --
                                                       ------        ------       ------       ------       ------
NET ASSET VALUE END OF PERIOD.......................   $11.45        $12.12       $19.13       $12.44       $11.41
                                                       ======        ======       ======       ======       ======
TOTAL RETURN (EXCLUDES REDEMPTION CHARGES)..........    (4.62)%(g)   (25.38)%      76.89%       12.49%        4.97%(g)
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000)...................   $1,596        $2,006       $1,673       $  125       $    3
Ratio of expenses to average net assets.............     3.16%(f)      2.70%        2.52%        2.47%        2.49%(f)
Ratio of interest expense to average net assets.....      N/A           N/A          N/A         0.04%         N/A
Ratio of net investment income (loss) to average net
  assets............................................     0.47%(f)     (0.46)%       0.23%        1.08%        2.55%(f)
Ratio of expenses to average net assets (d).........      N/A           N/A         2.51%         N/A          N/A
Ratio of expenses to average net assets (e).........      N/A          2.72%        3.24%       18.82%      421.54%(f)
Ratio of net investment income (loss) to average net
  assets (e)........................................      N/A         (0.48)%       0.21%        1.06%        2.53%(f)
Portfolio Turnover (h)..............................       38%          138%         205%         169%         115%
</TABLE>

- ---------

<TABLE>
<S>  <C>
(a)  Net investment income is based on average shares outstanding
     during the period.
(b)  For the period from July 12, 1995 (commencement of Class
     operations) to September 30, 1995.
(c)  The per share amount of net investment income is not in
     accord with the distributions per share from net investment
     income due to the timing of sales of Fund shares after the
     Fund declared its annual income distribution on December 26,
     1996. The distributions declared on such date were paid
     principally from net investment income earned during the
     previous fiscal year.
(d)  During the period, certain fees were indirectly paid. If
     such fees indirectly paid had not occurred, the ratios would
     have been as indicated.
(e)  During the period, certain fees were waived or reimbursed if
     such fees waived or reimbursed had not occurred, the ratios
     would have been as indicated.
(f)  Annualized.
(g)  Not annualized.
(h)  Portfolio turnover is calculated on the basis of the Fund,
     as a whole, without distinguishing between the classes of
     shares issued.
</TABLE>

                                      -22-
<PAGE>   24

ALPINE U.S. REAL ESTATE EQUITY FUND

                              FINANCIAL HIGHLIGHTS
                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
                                       SIX MONTHS
                                          ENDED                            YEAR ENDED SEPTEMBER 30,
                                        MARCH 31,       --------------------------------------------------------------
                                         1999(a)        1998(a)      1997(a)      1996(a)      1995(a)      1994(a)(c)
                                       -----------      -------      -------      -------      -------      ----------
                                       (UNAUDITED)
<S>                                    <C>              <C>          <C>          <C>          <C>          <C>
CLASS Y SHARES
NET ASSET VALUE BEGINNING OF PERIOD...   $ 12.47        $ 19.49      $ 12.56      $ 11.44      $10.07         $10.71
                                         -------        -------      -------      -------      ------         ------
INCOME (LOSS) FROM INVESTMENT
  OPERATIONS
  Net investment income (loss)........      0.09           0.13         0.16(b)      0.24        0.23           0.11
  Net realized and unrealized gain
    (loss) from investments and
    foreign currencies................     (0.59)         (4.32)        8.63         1.29        1.46          (0.75)
                                         -------        -------      -------      -------      ------         ------
  Total from investment operations....     (0.50)         (4.19)        8.79         1.53        1.69          (0.64)
                                         -------        -------      -------      -------      ------         ------
LESS DISTRIBUTIONS
  From net investment income..........        --          (0.15)       (0.28)(b)    (0.20)      (0.20)            --
  From net realized gains.............     (0.12)         (2.68)       (1.58)       (0.21)      (0.12)            --
                                         -------        -------      -------      -------      ------         ------
  Total distributions.................     (0.12)         (2.83)       (1.86)       (0.41)      (0.32)            --
                                         -------        -------      -------      -------      ------         ------
NET ASSET VALUE END OF PERIOD.........   $ 11.85        $ 12.47      $ 19.49      $ 12.56      $11.44         $10.07
                                         =======        =======      =======      =======      ======         ======
TOTAL RETURN..........................     (4.09)%(g)    (24.69)%      78.79%       13.57%      17.63%         (5.98)%(g)
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000).....   $22,290        $25,832      $19,459      $10,601      $9,456         $8,630
Ratio of expenses to average net
  assets..............................      2.16%(f)       1.70%        1.51%        1.46%       1.50%          1.49%(f)
Ratio of interest expense to average
  net assets..........................       N/A            N/A          N/A         0.04%        N/A            N/A
Ratio of net investment income (loss)
  to average net assets...............      1.46%(f)       0.58%        1.10%        2.02%       2.45%          1.60%(f)
Ratio of expenses to average net
  assets (d)..........................       N/A            N/A         1.50%         N/A         N/A            N/A
Ratio of expenses to average net
  assets (e)..........................       N/A           1.72%        2.26%        2.25%       2.70%          2.65%(f)
Ratio of net investment income (loss)
  to average net assets (e)...........       N/A           0.56%        1.08%        2.00%       2.43%          1.58%(f)
Portfolio Turnover (h)................        38%           138%         205%         169%        115%           102%
</TABLE>

- ---------

<TABLE>
<S>  <C>
(a)  Net investment income is based on average shares outstanding
     during the period.
(b)  The per share amount of net investment income is not in
     accord with the distributions per share from net investment
     income due to the timing of sales of Fund shares after the
     Fund declared its annual income distribution on December 26,
     1996. The distributions declared on such date were paid
     principally from net investment income earned during the
     previous fiscal year.
(c)  For the nine months ended September 30, 1994. The Fund
     changed its fiscal year end from December 31 to September
     30, effective September 30, 1994.
(d)  During the period, certain fees were indirectly paid. If
     such fees indirectly paid had not occurred, the ratios would
     have been as indicated.
(e)  During the period, certain fees were waived or reimbursed.
     If such fees waived or reimbursed had not occurred, the
     ratios would have been as indicated.
(f)  Annualized.
(g)  Not annualized.
(h)  Portfolio turnover is calculated on the basis of the Fund,
     as a whole, without distinguishing between the classes of
     shares issued.
</TABLE>

                                      -23-


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