ALPINE EQUITY TRUST, 485BPOS, 2000-02-01

ALPINE EQUITY TRUST
485BPOS, 2000-02-01

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
---
Post-Effective Amendment No. 22 [X]
---
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 22 [X]
---
(Check appropriate box or boxes.)

----------------------
ALPINE EQUITY TRUST
(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road
Columbus, Ohio 43219
(Address of Principal Executive Offices)

(888) 785-5578
(Registrant's Telephone Number, Including Area Code)

Samuel A. Lieber
Alpine Management & Research, L.L.C.
122 East 42nd Street, 37th Floor, New York, New York 10168

Copy to:
Kenneth S. Gerstein, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue, New York, New York 10022

(Name and address of Agent for Service)

Approximate Date of Proposed Public Offering:
As soon as practicable after this Post-Effective Amendment becomes effective.

It is proposed that this filing will become effective (check appropriate
box)
|X| immediately upon filing pursuant to paragraph (b)
| | on (date) pursuant to paragraph (b)
| | 60 days after filing pursuant to paragraph (a)(1)
| | on (date) pursuant to paragraph (a) of rule 485
| | 75 days after filing pursuant to paragraph (a)(2)
| | on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE> 2
P R O S P E C T U S

Dated February 1, 2000

ALPINE U.S. REAL ESTATE EQUITY FUND
ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND
ALPINE REALTY INCOME & GROWTH FUND

Series of Alpine Equity Trust

3435 Stelzer Road
Columbus, Ohio 43219

Class Y (No Load) Shares

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

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved of these securities and has not passed on the adequacy
or accuracy of the information in this Prospectus. It is a criminal offense to
state otherwise.

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

<PAGE> 3

TABLE OF CONTENTS
PAGE

ABOUT THE FUNDS................................................................3
Investment Objectives and Principal Investment
Strategies...................................................3
Who Should Invest............................................4
Main Risks...................................................4
Past Performance.............................................5
FEES AND EXPENSES..............................................................8
PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS..............................9
Principal Investment Strategies..............................9
Investment Risks............................................10
MANAGEMENT OF THE FUNDS.......................................................12
Investment Adviser..........................................12
Portfolio Manager...........................................12
HOW TO BUY SHARES.............................................................13
Purchases by Mail...........................................13
Purchases by Wire...........................................13
How the Funds Value Their Shares............................13
Additional Information......................................13
HOW TO REDEEM SHARES..........................................................14
Redeeming Shares by Mail....................................14
Redeeming Shares by Telephone...............................14
General.....................................................15
EXCHANGE PRIVILEGE............................................................15
Exchanges by Telephone......................................15
Exchanges by Mail...........................................16
SHAREHOLDER SERVICES..........................................................16
Systematic Investment Plan..................................16
Telephone Investment Plan...................................16
Systematic Cash Withdrawal Plan.............................16
Investments Through Employee Benefit and Savings Plans......16
Automatic Reinvestment Plan.................................16
Tax Sheltered Retirement Plans..............................17
DIVIDENDS, DISTRIBUTIONS AND TAXES............................................17
Dividend Policy.............................................17
Taxation of the Funds.......................................17
Taxation of Shareholders....................................17
FINANCIAL HIGHLIGHTS..........................................................18
ADDITIONAL INFORMATION........................................................21

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<PAGE> 4

ABOUT THE FUNDS

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

ALPINE U.S. REAL ESTATE EQUITY FUND seeks long-term capital growth. Current
income is a secondary objective. The Fund invests primarily in the equity
securities of United States issuers which are principally engaged in the real
estate industry or own significant real estate assets.

In managing the assets of the U.S. Real Estate Equity Fund, the Adviser
generally pursues a value oriented approach. It seeks to identify investment
opportunities in equity securities of companies which are trading at prices
substantially below the underlying value of their real estate properties or
revenues. The Adviser considers other company fundamentals and the strength of a
company's management in making investment decisions. The Fund also invests in
the securities of companies with growing earning streams that the Adviser
believes can be purchased at reasonable prices, giving consideration to the
business sectors in which the companies operate and the current stage of the
economic cycle.

ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND seeks long-term capital growth.
Current income is a secondary objective. The Fund invests primarily in the
equity securities of non-United States issuers which are principally engaged in
the real estate industry or own significant real estate assets. The Fund pursues
a flexible strategy of investing in companies throughout the world. However, it
is anticipated that the Fund will give particular consideration to investments
in the United Kingdom, Western Europe, Australia, Canada, Japan, Hong Kong,
Singapore, Malaysia and Thailand.

In managing the assets of the International Real Estate Equity Fund, the Adviser
generally pursues a value oriented approach. It focuses on investments
throughout the world and seeks to identify the equity securities of foreign
companies which are trading at prices substantially below the underlying value
of the real estate properties or revenues of the companies. The Adviser also
considers other company fundamentals and the strength of a company's management
in making investment decisions, as well as economic, market and political
conditions in the countries in which a company is located and operates. The Fund
also invests in the securities of companies with growing earning streams that
the Adviser believes can be purchased at reasonable prices, giving consideration
to the business sectors in which the companies operate and the current stage of
the economic cycle.

ALPINE REALTY INCOME & GROWTH FUND seeks a high level of current income. Capital
appreciation is a secondary objective. The Fund is a non-diversified investment
portfolio that invests primarily in the dividend paying equity securities and
debt securities of issuers which are principally engaged in the real estate
industry or own significant real estate assets.

In managing the assets of the Realty Income & Growth Fund, the Adviser invests
primarily in the equity securities of companies offering high dividend yields
and which the Adviser believes offer strong prospects for capital growth. The
Fund also invests in debt securities which the Adviser believes offer attractive
income streams, giving consideration to the creditworthiness of the issuer,
maturity date and other factors, including industry sector and prevailing
economic and market conditions. In selecting investments, an important focus of
the Adviser is to identify investment opportunities where dividends or interest
payments are well supported by the underlying assets and earnings of a company.
The Adviser will also emphasize investments in the equity securities of
companies which it believes have the potential to grow their earnings at faster
than normal rates and thus offer the potential for higher dividends and growth
in the future.

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<PAGE> 5

WHO SHOULD INVEST

You should consider investment in one or more of the Alpine Real Estate Funds if
you are seeking:

- investment exposure to companies operating in the real estate sector;
- liquidity in a real estate-related investment; and
- an investment offering returns that may have less correlation to the
returns of the stock and bond markets than equity mutual funds
generally.

FUND RISK/RETURN COMPARISON

[GRAPH]

MAIN RISKS

Investments in the Alpine Real Estate Funds, like any investment, are subject to
certain risks. The value of a Fund's investments will increase or decrease based
on changes in the prices of the investments it holds. This will cause the value
of a Fund's shares to increase or decrease. You could lose money on an
investment.

General Risks of Securities Linked to the Real Estate Market - Because the Funds
concentrate their investments in the real estate industry, their portfolios may
experience more volatility and be exposed to greater risk than the portfolios of
many other mutual funds. The values of the Funds' shares are affected by factors
affecting the values of real estate and the earnings of companies engaged in the
real estate industry. Risks associated with investment in securities of
companies in the real estate industry include: declines in the value of real
estate; risks related to local economic conditions, overbuilding and increased
competition; increases in property taxes and operating expenses; changes in
zoning laws; casualty or condemnation losses; variations in rental income,
neighborhood values or the appeal of properties to tenants; and changes in
interest rates.

The value of real estate related securities is also affected by changes in
general economic and market conditions. The Funds' concentration of its
investments in these securities may result in a substantial difference between
the investment performance of the Funds as compared to the investment
performance of the stock market generally.

Risks of Investing in Foreign Securities - Each of the Funds may invest in
foreign securities. Alpine International Real Estate Equity Fund normally
invests its assets primarily in foreign securities. These investments involve
certain risks not generally associated with investments in the securities of
United States issuers. There may be more limited information publicly available
concerning foreign issuers than would be with respect to domestic issuers.
Different accounting standards may be used by foreign issuers, and foreign
trading markets may not be as liquid as U.S. markets. Foreign

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<PAGE> 6

securities also involve such risks as currency fluctuation risk, possible
imposition of withholding or confiscatory taxes, possible currency transfer
restrictions, expropriation or other adverse political or economic developments
and the difficulty of enforcing obligations in other countries. These risks may
be greater in emerging markets and in less developed countries. For example,
prior governmental approval for foreign investments may be required in some
emerging market countries, and the extent of foreign investment may be subject
to limitation in other emerging countries. Alpine International Real Estate
Equity Fund will be most susceptible to losses attributable to these risks.

Risks of Investing in Fixed Income Securities - Each of the Funds may
invest in fixed income securities. Alpine Income & Growth Fund may invest a
significant portion of its assets in these securities. Fixed income securities
are subject to credit risk and market risk. Credit risk is the risk of the
issuers inability to meet its principal and interest payment obligations. Market
risk is the risk of price volatility due to such factors as interest rate
sensitivity, market perception of the creditworthiness of the issuer and general
market liquidity. There is no limitation on the maturities of fixed income
securities in which the Funds invest. Securities having longer maturities
generally involve greater risk of fluctuations in value resulting from changes
in interest rates.

PAST PERFORMANCE

The following bar charts illustrate the risks of investing in the
Alpine Real Estate Funds by showing how each Fund's performance has varied from
year-to-year and how each Fund's returns can vary from the performance of
certain indices that measure broad market performance over various time periods.
As with all mutual funds, past performance is not a prediction of future
results.

YEAR-TO-YEAR TOTAL RETURN
AS OF 12/31 EACH YEAR

ALPINE U.S. REAL ESTATE EQUITY FUND

1994 -10.87%
1995 34.18%
1996 22.44%
1997 55.42%
1998 -21.01%
1999 -17.58%

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ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND

1990 -19.24%
1991 13.09%
1992 10.15%
1993 51.42%
1994 -14.05%
1995 1.66%
1996 4.99%
1997 4.20%
1998 2.64%
1999 -2.77%

ALPINE REALTY INCOME & GROWTH FUND

1999 4.63%

During the periods shown in the bar charts, the highest and lowest quarterly
returns of the Funds were as follows:

BEST AND WORST QUARTER RESULTS

<TABLE>
<CAPTION>
PORTFOLIO BEST QUARTER WORST QUARTER

<S> <C> <C> <C> <C>
Alpine U.S. Real Estate Equity Fund 29.01% 9/30/97 -24.79% 9/30/98

Alpine International Real Estate Equity Fund 16.38% 12/31/98 -22.45% 9/30/90

Alpine Realty Income & Growth Fund 12.45% 6/30/99 -6.84% 9/30/99
</TABLE>

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<PAGE> 8

AVERAGE ANNUAL RETURN
AS OF 12/31 EACH YEAR

<TABLE>
<CAPTION>
---------------------------------------------------- ------------- --------------- -------------- ------------- --------------

Fund Inception 1 Year 5 years 10 Years Since
Date Inception
---------------------------------------------------- ------------- --------------- -------------- ------------- --------------

<S> <C> <C> <C> <C> <C>
Alpine U.S. Real Estate Equity Fund 9/1/93 (17.58%) 10.70% N/A 7.65%
Wilshire Real Estate Securities Index (3.19%) 8.30% 6.27%
Lipper Real Estate Fund Average (3.54%) NA NA
---------------------------------------------------- ------------- --------------- -------------- ------------- --------------

Alpine International Real Estate Equity Fund 2/1/89 (2.77%) 2.11% 3.81% 3.67%
GPR Global Real Estate Securities Index 1.93% 0.90% 1.27% 1.59%

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

Alpine Realty Income & Growth Fund 12/29/98 4.63% N/A N/A 6.37%
Morgan Stanley REIT Index (4.55%) (3.31%)
Wilshire Real Estate Securities Index (3.19%) 6.27%
---------------------------------------------------- ------------- --------------- -------------- ------------- --------------
</TABLE>

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<PAGE> 9

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of a Fund.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
U.S. REAL ESTATE INTERNATIONAL REAL ESTATE REALTY INCOME & GROWTH FUND
EQUITY FUND EQUITY FUND
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees* (fees paid
directly from your investment) None None None
- ------------------------------------------------------------------------------------------------------------------
Annual Portfolio Operating
Expenses (expenses that are
deducted from Fund assets) 1.68% 1.08% 3.18%
- ------------------------------------------------------------------------------------------------------------------
Management Fees 1.00% 1.00% 1.00%
- ------------------------------------------------------------------------------------------------------------------
Distribution and Service
(12b-1) Fees None None None
- ------------------------------------------------------------------------------------------------------------------
Total Gross Annual Portfolio
Operating Expenses 2.68% 2.08% 4.18%
- ------------------------------------------------------------------------------------------------------------------
Waivers and Reimbursements** None None (2.68%)
- ------------------------------------------------------------------------------------------------------------------
Total Net Annual Portfolio
Operating Expense 2.68% 2.08% 1.50%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

EXAMPLE: The following examples are intended to help you compare the cost of
investing in each Fund with the cost of investing in other mutual funds.

The examples assume that you invest $10,000 in a Fund for the time periods
indicated. The examples also assume that your investment has a 5% return each
year and that the Fund's operating expenses remain the same. Although actual
costs or investment return may be higher or lower, based on these assumptions,
the costs would be:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------ ------- ------- --------

<S> <C> <C> <C> <C>
Alpine U.S. Real Estate Equity Fund $271 $ 832 $1,420 $3,012

Alpine International Real Estate $211 $ 652 $1,119 $2,410
Equity Fund

Alpine Realty Income & Growth Fund $420 $1,269 $2,133 $4,355
</TABLE>

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

* A $5.00 charge is deducted from redemption proceeds if the proceeds are
wired.
** The Adviser has agreed contractually to waive its fees and to absorb
expenses of Alpine Realty Income and Growth Fund to the extent necessary to
limit ordinary operating expenses of Class Y shares of the Fund (excluding
interest, taxes, brokerage and any extraordinary expenses) to no more than
1.50% of average net assets.

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<PAGE> 10
PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

PRINCIPAL INVESTMENT STRATEGIES

The following are the Funds' principal investment strategies. A more detailed
description of the Funds' investment policies and restrictions, and additional
information about the Funds' investments, are contained in the Statement of
Additional Information.

ALPINE U.S. REAL ESTATE EQUITY FUND

U.S. Real Estate Companies - Under normal market conditions, the Fund invests at
least 65% of its total assets in the equity securities of U.S. issuers which are
principally engaged in the real estate industry or own significant real estate
assets. These companies include, but are not limited to, real estate investment
trusts ("REITs"), real estate operating companies and homebuilders, and
companies with substantial real estate holdings, such as hotel and entertainment
companies.

Illiquid Securities - The Fund may invest up to 15% of its net assets in
illiquid securities, including repurchase agreements maturing in more than seven
days. However, the Fund may not invest more than 10% of its net assets in such
repurchase agreements.

Borrowing and Short Sales - The Fund may borrow up to 10% of the value of its
total assets for investment purposes. The Fund may also effect short sales of
securities. The Fund may not sell a security short if, as a result of that sale,
the current value of securities sold short by that Fund would exceed 10% of the
value of the Fund's net assets. However, short sales effected "against the box"
to hedge against a decline in the value of a security owned by the Fund are not
subject to this 10% limitation.

Foreign Securities - The Fund may invest up to 15% of the value of its total
assets in foreign securities, including direct investments in securities of
foreign issuers and investments in depository receipts (such as American
Depository Receipts) that represent indirect interests in securities of foreign
issuers.

Defensive Position - During periods of adverse market or economic conditions,
the Fund may temporarily invest all or a substantial portion of its assets in
high quality, fixed income securities, money market instruments, or it may hold
cash. The Fund will not be pursuing its investment objectives in these
circumstances.

ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND

Foreign Real Estate Companies - Under normal market conditions, the Fund invests
at least 65% of its total assets in the equity securities of non-U.S. issuers
located in at least three foreign countries which are principally engaged in the
real estate industry or which own significant real estate assets. These
companies include, but are not limited to REITs, real estate operating companies
and homebuilders, and companies with substantial real estate holdings, such as
hotel and entertainment companies.

Foreign Securities - The Fund may invest without limitation in foreign
securities, including direct investments in securities of foreign issuers and
investments in depository receipts (such as American Depository Receipts) that
represent indirect interests in securities of foreign issuers.

Illiquid Securities - The Fund may invest up to 15% of its net assets in
illiquid securities.

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<PAGE> 11

ALPINE REALTY INCOME & GROWTH FUND

Dividend-Paying Real Estate Securities - Under normal market conditions, the
Fund invests at least 65% of its total assets in dividend-paying equity
securities of issuers which are principally engaged in the real estate industry
or own significant real estate assets. These companies include, but are not
limited to, REITs, real estate operating companies and homebuilders, and
companies with substantial real estate holdings, such as hotel and entertainment
companies.

Foreign Securities - The Fund may invest up to 35% of the value of its total
assets in foreign securities, including direct investments in securities of
foreign issuers and investments in depository receipts (such as American
Depository Receipts) that represent indirect interests in securities of foreign
issuers.

Fixed Income Securities - The Fund may invest in bonds and other types of debt
obligations of U.S. and foreign issuers. These securities may pay fixed,
variable or floating rates of interest, and may include zero coupon obligations
which do not pay interest until maturity. The Fund may invest in both investment
grade and non-investment grade debt securities, with up to 15% of the value of
its total assets in non-investment grade debt securities.

Non-Diversified Portfolio - As a "non-diversified" fund, the Fund may invest in
fewer individual companies than a diversified investment company. This means
that the Fund may invest a greater percentage of its assets than a diversified
investment company in a small number of issuers. As a result, fluctuations in
the values of the Fund's investments may have a greater effect on the value of
shares of the Fund than would be the case for a diversified investment company.

INVESTMENT RISKS

Real Estate Securities - Because the Funds invest primarily in the securities of
real estate related companies, the values of the Funds' shares are affected by
factors affecting the value of real estate and the earnings of companies engaged
in the real estate industry. These factors include: changes in the value of real
estate properties; risks related to local economic conditions, overbuilding and
increased competition; increases in property taxes and operating expenses;
changes in zoning laws; casualty and condemnation losses; variations in rental
income, neighborhood values or the appeal of property to tenants; and changes in
interest rates. The values of securities of companies in the real estate
industry may go through cycles of relative under-performance and out-performance
in comparison to equity securities markets in general.

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<PAGE> 12

investments in REITs can, in particular, be adversely affected by a
deterioration of the real estate rental market, in the case of REITs that
primarily own real estate, or by deterioration in the creditworthiness of
property owners and changes in interest rates, in the case of REITs that
primarily hold mortgages. Equity and mortgage REITs are dependent upon
management skills, may not be diversified and are subject to the risks of
financing projects. REITs are also subject to heavy cash flow dependency,
defaults by borrowers, self liquidation and the possibility of failing to
qualify for tax-free pass-through of income under the Internal Revenue Code of
1986, as amended (the "Code").

Foreign Securities - Investments in foreign securities involve certain risks.
There may be more limited information publicly available concerning foreign
issuers than would be with respect to domestic issuers. Different accounting
standards may be used by foreign issuers, and foreign trading markets may not be
as liquid as U.S. markets. Foreign securities also involve such risks as
currency fluctuation risk, possible imposition of withholding or confiscatory
taxes, possible currency transfer restrictions, expropriation or other adverse
political or economic developments and the difficulty of enforcing obligations
in other countries. These risks may be greater in emerging markets and in less
developed countries. Alpine International Real Estate Equity Fund normally
invests primarily in foreign securities and for this reason it will be most
susceptible to losses attributable to these risks.

Smaller Companies - Many issuers of real estate securities are smaller companies
which may be newly formed or have limited product lines, distribution channels
and financial and managerial resources. The risks associated with these
investments are generally greater than those associated with investments in the
securities of larger, well-established companies. Also, there is often less
publicly available information concerning smaller companies than there is for
larger, more established issuers. The equity securities of smaller companies are
often traded over-the-counter and may not be traded in the volume typical for
securities that are traded on a national securities exchange. Consequently, the
Funds may be required to dispose of these securities over a longer period of
time (and potentially at less favorable prices) than would be the case for
securities of larger companies. In addition, the prices of the securities of
smaller companies may be more volatile than those of larger companies.

Lower Rated Debt Securities (sometimes known as "junk bonds")- Changes in
economic conditions or developments regarding issuers of non-investment grade
debt securities are more likely to cause price volatility and weaken the
capacity of such issuers to make principal and interest payments than is the
case for higher grade debt securities. In addition, the market for lower grade
debt securities may be thinner and less active than for higher grade debt
securities.

Illiquid Securities - Illiquid securities are securities that have legal or
contractual restrictions on resale, securities that are not readily marketable,
and repurchase agreements maturing in more than seven days. Illiquid securities
involve the risk that the securities will not be able to be sold at the time
desired by the Investment Adviser or at prices approximating the value at which
the Fund is carrying the securities.

Use of Leverage and Short Sales - Subject to certain limitations, the Funds may
use leverage in connection with their investment activities and may effect short
sales of securities. These investment practices involve special risks. Leverage
is the practice of borrowing money to purchase securities. It can increase the
investment returns of a Fund if the securities purchased increase in value in an
amount exceeding the cost of the borrowing. However, if the securities decrease
in value, the Fund will suffer a greater loss than would have resulted without
the use of leverage. A short sale is the sale by a Fund of a security which it
does not own in anticipation of purchasing the same security in the future at a
lower price to close the short position. If the security declines in value, the
Fund will realize a gain on the transaction. However, if the price of a security
increases in value, the Fund will suffer a loss, which could be significant
because there is no limit on the amount the price of the security may increase.

Portfolio Turnover - The Funds may engage in short-term trading strategies and
securities may be sold without regard to the length of time held when, in the
opinion of the Adviser, investment considerations warrant such action. These
policies, together with the ability of the Funds to effect short sales of
securities and to engage in transactions in options and futures, may have the
effect of increasing the annual rate of portfolio turnover of the Funds.
However, it is expected that the annual portfolio turnover rate of each Fund
will not exceed 150%. A high portfolio turnover rate will result in greater
brokerage commissions and transaction costs. It may also result in greater
realization of gains, which may include short-term gains taxable at ordinary
income tax rates.

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<PAGE> 13

Other Investments - The Funds may use a variety of other investment instruments
in pursuing their investment programs. The investments of the Funds may include:
mortgage-backed securities; securities of other investment companies; and
various derivative instruments, including options on securities, options on
securities indices, options on foreign currencies, forward foreign currency
contracts, and futures contracts. Various risks are associated with these
investments.

MANAGEMENT OF THE FUND

The management of each Fund is supervised by the Board of Trustees of Alpine
Equity Trust (the "Trust"). Alpine Management & Research, LLC (the "Adviser")
serves as the investment adviser of the Funds.

INVESTMENT ADVISER

The Adviser provides investment advisory and management services to the Funds
and other advisory clients. All of its client accounts are invested principally
in real estate securities. Mr. Samuel A. Lieber is the controlling person of the
Adviser.

As investment adviser to the Funds, the Adviser manages the Funds' investments
and is responsible for making all investment decisions and placing orders to
purchase and sell securities for the Funds. Alpine U.S. Real Estate Equity Fund
and Alpine Realty Income & Growth Fund each pay the Adviser a monthly fee
computed at the annual rates of: 1% of the average daily net assets of the Fund
on the first $750 million of assets; 0.9% of average daily net assets on an
annual basis on the next $250 million in assets; and 0.8% of average daily net
assets on assets in excess of $1 billion. Alpine International Real Estate
Equity Fund pays the Adviser a monthly fee computed at the annual rate of 1% of
the average daily net assets of the Fund. The advisory fees paid by the Funds
are higher than those paid by most other mutual funds, but are comparable to the
fees paid by many funds with similar investment objectives and policies. The
total estimated annual expenses of the Funds are set forth in the section
entitled "FEES AND EXPENSES."

Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking best price and execution, the
Adviser may consider sales of the Funds' shares as a factor in the selection of
dealers to effect portfolio transactions for the Funds.

PORTFOLIO MANAGER

Mr. Samuel A. Lieber serves as the portfolio manager for the Funds and has
served in that capacity since the inception of each Fund. From 1985 until
February 17, 1998 (when the Adviser assumed responsibility for managing the
Funds), Mr. Lieber was a portfolio manager with Evergreen Asset Management
Corp., the former adviser of Alpine U.S. Real Estate Equity Fund and Alpine
International Real Estate Equity Fund. (Alpine Realty Income & Growth Fund did
not commence operations until December 29, 1998.)

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<PAGE> 14

HOW TO BUY SHARES

No sales charges are imposed on the purchase of Class Y shares of the Funds. You
may purchase Class Y shares of each Fund at net asset value as described below
or through your financial intermediary. The minimum initial investment in each
Fund is $1,000. The minimum may be waived in certain situations. There is no
minimum for subsequent investments. Shares will be issued at the net asset value
per share next computed after the receipt of your purchase request, together
with payment in the amount of the purchase. Stock certificates will not be
issued except if requested. Instead, your ownership of shares will be reflected
in your account records with the Funds.

PURCHASES BY MAIL. To make an initial purchase by mail:

- Complete the Share Purchase Application.
- Mail the Application, together with a check made payable to the
Fund whose shares are being purchased, to: Alpine Funds at P.O.
Box 182212, Columbus, Ohio 43218-2212. (Checks not drawn on U.S.
banks will be subject to foreign collection, which will delay the
investment date, and will be subject to processing fees. The
Funds do not accept third party checks.)
- Subsequent investments may be made in the same manner, but you
need not include a Share Purchase Application. When making a
subsequent investment, use the return remittance portion of your
statement, or indicate on the face of your check, the name of the
Fund in which the investment is to be made, the exact title of
the account, your address, and your Fund account number.

Do not send purchase requests to a Fund in New York.

PURCHASES BY WIRE. To make an initial purchase by wire:
- Call the Alpine Funds at 888-785-5578 for an account number.
- Instruct your bank (which may charge a fee) to wire federal funds
to Huntington National Bank, as follows: Huntington National
Bank, Columbus, Ohio, ABA No. 044000024, Account No.
018996-11515.
- The wire must specify the Fund in which the investment is being
made, account registration, and account number.
- A completed Share Purchase Application must also be sent to the
Alpine Funds, indicating that the shares have been purchased by
wire, giving the date the wire was sent and referencing your
account number with the Fund.
- Subsequent wire investments may be made by following the same
procedures. However, you need not call for another account number
if you are purchasing shares of a Fund in which you already own
shares.

HOW THE FUNDS VALUE THEIR SHARES. The net asset value of Class Y shares of each
Fund is calculated by dividing the value of the Fund's net assets attributable
to the class by the number of outstanding shares of the class. Net asset value
is determined each day the New York Stock Exchange (the "NYSE") is open as of
the close of regular trading (normally, 4:00 p.m., Eastern time). In computing
net asset value, portfolio securities of each Fund are valued at their current
market values determined on the basis of market quotations. If market quotations
are not readily available, securities are valued at fair value as determined by
the Board of Trustees of the Trust. Non-dollar denominated securities are valued
as of the close of the NYSE at the closing price of such securities in their
principal trading market, but may be valued at fair value if subsequent events
occurring before the computation of net asset value materially have affected the
value of the securities.

ADDITIONAL INFORMATION. If your purchase transaction is canceled due to
nonpayment or because your check does not clear, you will be responsible for any
loss a Fund or the Adviser incurs. If you are an existing shareholder of any of
the Funds, a Fund may redeem shares from your account in any of the Funds to
reimburse the Fund or the Adviser for the loss. In addition, you may be
prohibited or restricted from making further purchases of shares.

-13-
<PAGE> 15

Class Y shares may also be purchased through certain brokers or other financial
intermediaries, which may impose transaction fees and other charges. These fees
and charges are not imposed by the Funds. The Funds do not accept third party
checks.

HOW TO REDEEM SHARES

You may redeem shares of the Funds on any day the NYSE is open, either directly
or through your financial intermediary. The price you will receive is the net
asset value per share next computed after your redemption request is received in
proper form. Redemption proceeds generally will be sent to you within seven
days. However, if shares have recently been purchased by check, redemption
proceeds will not be sent until your check has been collected (which may take up
to ten business days). Once a redemption request has been placed, it is
irrevocable and may not be modified or canceled. Redemption requests received
after 4:00 p.m. (Eastern time) will be processed using the net asset value per
share determined on the next business day. Brokers and other financial
intermediaries may charge a fee for handling redemption requests.

REDEEMING SHARES BY MAIL. To redeem shares by mail:
- Send a signed letter of instruction and, if certificates for
shares have been issued, the signed certificates and an executed
stock power form, to: Alpine Funds, P.O. Box 182212, Columbus,
Ohio 43218-2212. (Stock power forms are available from your
financial intermediary, the Alpine Funds, and most commercial
banks.)
- Additional documentation is required for the redemption of shares
by corporations, financial intermediaries, fiduciaries and
surviving joint owners.
- Signature guarantees are required for all written requests to
redeem shares with a value of more than $50,000 or if the
redemption proceeds are to be mailed to an address other than
that shown in your account registration. A signature guarantee
must be provided by a bank or trust company (not a notary
public), a member firm of a domestic stock exchange or by another
financial institution whose guarantees are acceptable to the
Funds' transfer agent.
- Payment for the redeemed shares will be mailed to you by check at
the address indicated in your account registration.
- For further information, call 888-785-5578.

REDEEMING SHARES BY TELEPHONE. To redeem shares by telephone:
- Call 888-785-5578 between the hours of 8:00 a.m. and 9:00 p.m.
(Eastern time) on any business day (i.e., any weekday exclusive
of days on which the NYSE is closed). The NYSE is closed on New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
and Christmas.
- Specify the amount of shares you want to redeem (minimum $1,000).
o Provide the account name, as registered with a Fund, and the
account number.
- Redemption proceeds either will be (i) mailed to you by check at
the address indicated in your account registration or, if
requested, (ii) wired to an account at a commercial bank that you
have previously designated. A $5 charge is deducted from
redemption proceeds if the proceeds are wired. This charge is
subject to change without notice.
- During periods of unusual economic or market conditions, you may
experience difficulty effecting a telephone redemption. In that
event, you should follow the procedures for redemption by mail,
but send your written request by overnight courier to: Alpine
Funds, c/o BISYS Fund Services, Attn: TA Operations, 3435 Stelzer
Road, Columbus, OH 43219.
- The telephone redemption procedure may not be used to redeem
shares for which certificates have been issued.

-14-
<PAGE> 16

domestic stock exchange or by another financial institution whose guarantees are
acceptable to the Funds' transfer agent. You should allow approximately ten
business days for the form to be processed.

Reasonable procedures are used to verify that telephone redemption requests are
genuine. These procedures include requiring some form of personal identification
and tape recording of conversations. If these procedures are followed, the Funds
and their agents will not be liable for any losses due to unauthorized or
fraudulent instructions. Each Fund reserves the right to refuse a telephone
redemption request, if it is believed advisable to do so. The telephone
redemption option may be suspended or terminated at any time without advance
notice.

GENERAL. A redemption of shares is a taxable transaction for Federal income tax
purposes. Under unusual circumstances, a Fund may suspend redemptions or
postpone payment for up to seven days or longer, as permitted by applicable law.
The Funds reserve the right to close your account in a Fund if as a result of
one or more redemptions the account value has remained below $1,000 for thirty
days or more. You will receive sixty days' written notice to increase the
account value before the account is closed. Although in unusual circumstances
the Funds may pay the redemption amount in-kind through the distribution of
portfolio securities, they are obligated to redeem shares solely in cash, up to
the lesser of $250,000 or 1% of a Fund's total net assets during any ninety day
period for any one shareholder.

EXCHANGE PRIVILEGE

You may exchange some or all of your Class Y shares of a Fund for Class Y shares
of one of the other Funds. You may do this through your financial intermediary,
or by telephone or mail as described below. An exchange involves the redemption
of shares of one Fund and the purchase of shares of another Fund. Once an
exchange request has been telephoned or mailed, it is irrevocable and may not be
modified or canceled. Exchanges are made on the basis of the relative net asset
values of the shares being exchanged next determined after an exchange request
is received. An exchange which represents an initial investment in a Fund is
subject to the minimum investment requirements of that Fund. Brokers and other
financial intermediaries may charge a fee for processing exchange requests.

The Funds each have different investment objectives and policies. You should
review the objective and policies of the Fund whose shares will be acquired in
an exchange before placing an exchange request. An exchange is treated for
Federal income tax purposes as a redemption and purchase of shares and may
result in the realization of a capital gain or loss. You are limited to five
exchanges per calendar year, with a maximum of three per calendar quarter. The
exchange privilege may be modified or discontinued at any time by the Funds upon
sixty days' notice and is only available in states in which shares of the Fund
being acquired may lawfully be sold.

EXCHANGES BY TELEPHONE. To exchange shares by telephone:

- Call 888-785-5578.

- Shares exchanged by telephone must have a value of $1,000 or
more.

- Exchange requests received after 4:00 p.m. (Eastern time) will be
processed using the net asset value determined on the next
business day.

- During periods of unusual economic or market conditions, you may
experience difficulty in effecting a telephone exchange. You
should follow the procedures for exchanges by mail if you are
unable to reach the Funds by telephone, but send your request by
overnight courier to: Alpine Funds, c/o BISYS Fund Services,
Attn: TA Operations, 3435 Stelzer Road, Columbus, OH 43219.

- The telephone exchange procedure may not be used to exchange
shares for which certificates have been issued.

To exchange shares by telephone, you must indicate this on the Share Purchase
Application. To authorize telephone exchanges after establishing your Fund
account, send a signed written request to the Alpine Funds at P.O. Box 182212,
Columbus, Ohio 43218-2212.

-15-
<PAGE> 17

Reasonable procedures are used to verify that telephone exchange instructions
are genuine. If these procedures are followed, the Funds and their agents will
not be liable for any losses due to unauthorized or fraudulent instructions. A
telephone exchange may be refused by a Fund if it is believed advisable to do
so. Procedures for exchanging shares by telephone may be modified or terminated
at any time.

EXCHANGES BY MAIL. To exchange shares by mail:

- Send a written request using the procedures for written
redemption requests (however, no signature guarantee is
required).

- If certificates for the shares being exchanged have been issued,
the signed certificates and a completed stock power form must
accompany your written request.

- For further information, call 888-785-5578.

SHAREHOLDER SERVICES

The Funds offer the following shareholder services. For more information about
these services or your account, contact your financial intermediary or call
888-785-5578. Some services are described in more detail in the Share Purchase
Application.

SYSTEMATIC INVESTMENT PLAN. You may make regular monthly or quarterly
investments automatically in amounts of not less than $25 per month or $75 per
quarter. The minimum initial investment requirement does not apply if you
establish a Systematic Investment Plan. However, each Fund reserves the right to
close an account that through redemptions or termination of the Systematic
Investment Plan has not reached a minimum balance of $1,000 ($250 for retirement
accounts) within 24 months from the date of initial investment. Shares purchased
using the Systematic Investment Plan may not be redeemed for ten business days
from the date of investment.

TELEPHONE INVESTMENT PLAN. You may make investments into an existing account
electronically in amounts of not less than $100 or more than $10,000 per
investment. If a telephone investment request is received by 4:00 p.m. (Eastern
time), shares will be purchased two days after the date the request is received.
Shares purchased under the Telephone Investment Plan may not be redeemed for ten
business days from the date of investment.

SYSTEMATIC CASH WITHDRAWAL PLAN. If your account has a value of $10,000 or more,
you may participate in the Systematic Cash Withdrawal Plan. Under this plan, you
may elect to receive (or designate a third party to receive) regular monthly or
quarterly checks in a stated amount of not less than $75. Shares will be
redeemed as necessary to make those payments. To participate in the Systematic
Cash Withdrawal Plan, you must elect to have dividends and capital gain
distributions on your Fund shares reinvested.

INVESTMENTS THROUGH EMPLOYEE BENEFIT AND SAVINGS PLANS. Certain qualified and
non-qualified employee benefit and savings plans may make shares of the Funds
available to their participants. The Adviser may provide compensation to
organizations providing administrative and recordkeeping services to those
plans.

AUTOMATIC REINVESTMENT PLAN. For your convenience, all dividends and
distributions of a Fund are automatically reinvested in full and fractional
shares of that Fund at the net asset value per share at the close of business on
the record date, unless you request otherwise in writing. A written request to
change your dividend reinvestment election must be received at least three full
business days before a given record date to be effective on that date. If you
elect to receive dividends or distributions in cash and the U.S. Postal Service
cannot deliver the checks, or if a check remains uncashed for six months or
more, the dividends or distributions will be reinvested in shares at the net
asset value in affect at the time of reinvestment.

-16-
<PAGE> 18

TAX SHELTERED RETIREMENT PLANS. Eligible investors may open a pension or profit
sharing account in a Fund under the following prototype retirement plans: (i)
Individual Retirement Accounts ("IRAs") and Rollover IRAs; and (ii) Simplified
Employee Pensions (SEPs) for sole proprietors, partnerships and corporations.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDEND POLICY. It is the policy of each Fund to distribute to shareholders its
investment company income, if any, annually and any net realized capital gains
annually or more frequently as required for qualification as a regulated
investment company by the Code. Dividends and distributions generally are
taxable in the year paid, except any dividends paid in January that were
declared in the previous calendar quarter may be treated as paid in December of
the previous year.

TAXATION OF THE FUNDS. Each Fund has qualified and intends to continue to
qualify to be treated as a regulated investment company under the Code. While so
qualified, a Fund will not be required to pay any Federal income tax on that
portion of its investment company taxable income and any net realized capital
gains it distributes to shareholders. The Code imposes a 4% nondeductible excise
tax on regulated investment companies, such as the Funds, to the extent they do
not meet certain distribution requirements by the end of each calendar year.
Each Fund anticipates meeting these distribution requirements.

TAXATION OF SHAREHOLDERS. Most shareholders normally will have to pay Federal
income tax and any state or local taxes on the dividends and distributions they
receive from a Fund whether dividends and distributions are paid in cash or
reinvested in additional shares. Questions on how distributions will be taxed
should be directed to your tax adviser.

Generally, the highest Federal income tax rate applicable to net long-term
capital gains realized by individuals is 20%. The rate applicable to
corporations is 35%. Certain income from a Fund may qualify for a corporate
dividends-received deduction of 70%. Following the end of each calendar year,
every shareholder will be sent applicable tax information and information
regarding the dividends paid and capital gain distributions made during the
calendar year. A Fund may be subject to foreign withholding taxes which would
reduce its investment return. Tax treaties between certain countries and the
U.S. may reduce or eliminate these taxes. Shareholders who are subject to U.S.
Federal income tax may be entitled, subject to certain rules and limitations, to
claim a Federal income tax credit or deduction for foreign income taxes paid by
a Fund. A Fund's transactions in options, futures and forward contracts are
subject to special tax rules. These rules can affect the amount, timing and
characteristics of distributions to shareholders.

Each Fund is required by Federal law to withhold 31% of reportable payments
(which may include dividends, capital gain distributions and redemptions) paid
to certain shareholders. In order to avoid this backup withholding requirement,
you must certify on your Share Purchase Application, or on a separate form
supplied by the Fund, that your social security or taxpayer identification
number is correct and that you are not currently subject to backup withholding
or are exempt from backup withholding.

This discussion of Federal income tax consequences is based on tax laws and
regulations in effect on the date of this Prospectus, which are subject to
change. A more detailed discussion is contained in the Statement of Additional
Information. You should consult your own tax adviser as to the tax consequences
of investing, including the application of state and local taxes which may be
different from the Federal income tax consequences described above.

-17-
<PAGE> 19

FINANCIAL HIGHLIGHTS

The following tables present, for Class Y shares of each Fund, financial
highlights for a share outstanding throughout each period indicated. The
information in the tables has been audited by PricewaterhouseCoopers LLP, the
Funds' independent auditors. It should be read in conjunction with the financial
statements and related notes contained in the annual reports to shareholders of
the Funds. The annual reports to shareholders may be obtained without charge.

ALPINE U.S. REAL ESTATE EQUITY FUND

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
------------------------

1999(a) 1998(a) 1997(a) 1996(a) 1995(a)
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CLASS Y SHARES
NET ASSET VALUE BEGINNING OF YEAR............... $12.47 $ 19.49 $ 12.56 $ 11.44 $ 10.07
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net investment income (loss)................ (0.02) 0.13 0.16(b) 0.24 0.23
Net realized and unrealized gain (loss)
foreign exchange transactions, short sales
and investments......................... (1.26) (4.32) 8.63 1.29 1.46
------- ------- ------- ------- -------
Total from investment operations............ (1.28) (4.19) 8.79 1.53 1.69
======= ======= ======= ======= =======
LESS DISTRIBUTIONS
Net investment income....................... -- (0.15) (0.28)(b) (0.20) (0.20)
Net realized gain from investments.......... -- (2.68) (1.58) (0.21) (0.12)
In excess of net realized gains from (0.11) -- -- -- --
investments.............................
Tax return of capital (0.01) -- -- -- --
------- ------- ------- ------- -------
Total distributions......................... (0.12) (2.83) (1.86) (0.41) (0.32)
------- ------- ------- ------- -------
NET ASSET VALUE END OF YEAR..................... $11.07 $12.47 $19.49 $12.56 $11.44
======= ======= ======= ======= =======
TOTAL RETURN (EXCLUDES SALES CHARGES)........... (10.40)% (24.69)% 78.79% 13.57% 17.63%
ANNUALIZED RATIOS/Supplementary Data:
Net Assets at end of period (000)........... $17,405 $ 25,832 $ 19,459 $ 10,601 $ 9,456
Ratio of expenses to average net assets..... 2.68% 1.70% 1.51% 1.46% 1.50%
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................... (0.19)% 0.58% 1.10% 2.02% 2.45%
Ratio of expenses to average net assets (c). N/A N/A 1.50% N/A N/A
Ratio of expenses to average net assets (d). 2.68% 1.72% 2.26% 2.25% 2.70%
Ratio of net investment income (loss) to
average net assets (d).................. (0.19)% 0.56% 1.08% 2.00% 2.43%
Portfolio Turnover (e)...................... 77% 138% 205% 169% 115%
</TABLE>

(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) During the period, certain fees were indirectly paid. If such fees
indirectly paid had not occurred, the ratios would have been as indicated.

(d) During the period, certain fees were waived or reimbursed. If such fees
were not waived or reimbursed, the ratios would have been as indicated.

(e) Portfolio turnover is calculated on the basis of the Fund, as a whole,
without distinguishing between the classes of shares issued.

-18-
<PAGE> 20

ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND

<TABLE>
<CAPTION>
YEAR ENDED
YEAR ENDED OCTOBER 31, SEPTEMBER
---------------------- 30,
1999(a) 1998 1997(a) 1996(a) 1995(a)(b) 1995(a)
------- ---- ------- ------- ---------- -------
CLASS Y SHARES

<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE BEGINNING
OF YEAR............................... $12.96 $12.97 $12.31 $11.59 $12.13 $13.81
------- ------- -------- -------- ---------- --------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss).......... 0.03 0.01 (0.03) 0.01 (0.01) 0.11
Net realized and unrealized gain (loss)
from foreign exchange transactions
and investments................... 0.25 (0.02) 0.71 0.71 (0.53) (1.17)
------- ------- -------- -------- ---------- ---------
Total from investment operations.......... 0.28 (0.01) 0.68 0.72 (0.54) (1.06)
------- ------- -------- -------- ---------- ---------
LESS DISTRIBUTIONS
From net investment income............ 0.01 -- (0.02) -- -- (0.10)
From net realized gains .............. -- -- -- -- -- (0.52)
------- ------- -------- -------- ---------- ---------
Total distributions................... 0.01 -- (0.02) -- -- (0.62)
------- ------- -------- -------- ---------- ---------
NET ASSET VALUE END OF YEAR............... 13.23 $12.96 $12.97 $12.31 $11.59 $12.13
======= ======= ======== ======== ========== =========
TOTAL RETURN.............................. 2.19% (0.08)% 5.50% 6.20% (4.50)% (7.70)%
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of at end of period $33,097 $34,646 $35,234 $47,502 $61,418 $67,645
(000).............................
Ratio of expenses to average net
assets............................ 2.08% 1.78% 1.82% 1.62% 1.62% 1.54%
Ratio of interest expense to average
net assets............................ 0.00% N/A 0.03% 0.03% 0.03% 0.05%
Ratio of net investment income (loss)
to average net assets............. 0.24% 0.04% (0.21)% 0.11% (1.14)% 0.92%
Ratio of expenses to average net
assets (c)........................ 2.08% 1.78% 1.90% 1.67% N/A N/A
Ratio of expenses to average net
assets (d)........................ N/A N/A 1.82% N/A N/A N/A
Portfolio Turnover (e)................ 31% 82% 44% 25% 1% 28%
</TABLE>

(a) Net investment income is based on average shares outstanding during the
period.

(b) The Fund changed its year end from September 30 to October 31, effective
October 31, 1995.

(c) 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.

(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) Portfolio turnover is calculated on the basis of the Fund, as a whole,
without distinguishing between the classes of shares issued.

-19-
<PAGE> 21

ALPINE REALTY INCOME & GROWTH FUND

PERIOD ENDED
------------
OCTOBER 31,
------------

1999(a)(b)
------------
Y CLASS SHARES
NET ASSET VALUE BEGINNING OF YEAR............... 10.00
------------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net investment income (loss).................. 0.64
Net realized and unrealized gain
(loss) from short sales and investments... (0.32)
------------
Total from investment operations.............. 0.32
============
LESS DISTRIBUTIONS
From net investment income.................... (0.42)
Total distributions........................... (0.42)
------------
NET ASSET VALUE END OF YEAR..................... 9.90
============
TOTAL RETURN (EXCLUDES SALES CHARGES)........... 3.14%(c)
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000)............. $3,842
Ratio of expenses to average net assets....... 1.50%(d)
Ratio of net investment income (loss)
to average net assets..................... 7.76%(d)
Ratio of expenses to average net assets (e)... 4.18%(d)
Portfolio Turnover (f)........................ 159%

(a) Net investment income is based on average shares outstanding during the
period.

(b) For the period from December 30,1998 (commencement of class operations) to
October 31,1999.

(d) Annualized.

(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) Portfolio turnover is calculated on the basis of the Fund, as a whole,
without distinguishing between the classes of shares issued.

-20-
<PAGE> 22

ADDITIONAL INFORMATION

No dealer, sales representative or any other person has been authorized to give
any information or to make any representations, other than those contained in
this Prospectus or in approved sales literature in connection with the offer
contained herein, and if given or made, such other information or
representations must not be relied upon as having been authorized by the Funds.
This Prospectus does not constitute an offer by the Funds to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction or to any person to whom it is unlawful to make such offer.

INVESTMENT ADVISER

ALPINE MANAGEMENT & RESEARCH, LLC
122 East 42nd Street, 37th Floor
New York, New York 10168

CUSTODIAN

INVESTORS FIDUCIARY TRUST COMPANY
801 Pennsylvania Avenue
Kansas City, Missouri 64105

TRANSFER AGENT &
DIVIDEND DISBURSING AGENT

BISYS FUND SERVICES OHIO, INC.
3435 Stelzer Road
Columbus, Ohio 43219

LEGAL COUNSEL

SCHULTE ROTH & ZABEL LLP
900 Third Avenue
New York, New York 10022

INDEPENDENT PUBLIC ACCOUNTANTS

PRICEWATERHOUSECOOPERS LLP
100 East Broad Street
Columbus, Ohio 43215

DISTRIBUTOR

BISYS FUND SERVICES LIMITED PARTNERSHIP
3435 Stelzer Road
Columbus, Ohio 43219

-21-
<PAGE> 23

TO OBTAIN MORE INFORMATION ABOUT THE FUNDS

For more information about the Funds, the following documents are available free
upon request:

ANNUAL/SEMI-ANNUAL REPORTS - Additional information is available in each Fund's
annual and semi-annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI) - The SAI provides more details about
the Funds and their policies. A current SAI is on file with the SEC and is
incorporated by reference into (and is legally a part of) this Prospectus.

To obtain free copies of the annual or semi-annual report or the SAI or to
discuss questions about the Funds:

BY TELEPHONE - 1-888-785-5578

BY MAIL - Alpine Real Estate Funds, 3435 Stelzer Road, Columbus, Ohio 43219.

FROM THE SEC - Information about the Funds (including the SAI) can be reviewed
and copied at the SEC's Public Reference Room in Washington D.C. Information on
the operation of the Public Reference Room may be obtained by calling the SEC at
1-202-942-8090. Reports and other information about the Funds are available on
the EDGAR database on the SEC's Internet site at http://www.sec.gov and copies
of this information may be obtained, upon payment of a duplicating fee, by
electronic request at the following E-mail address: [email protected], or by
writing the Commission's Public Reference Section, Washington, D.C. 20549-0102.

Investment Company Act File Number 811-05684.
<PAGE> 24

P R O S P E C T U S

Dated February 1, 2000

ALPINE U.S. REAL ESTATE EQUITY FUND
ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND
ALPINE REALTY INCOME & GROWTH FUND

Series of Alpine Equity Trust

3435 Stelzer Road
Columbus, Ohio 43219

Class A Shares
Class B Shares

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

<PAGE> 25

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----

<S> <C>
ABOUT THE FUNDS...................................................................3
Investment Objectives and Principal Investment Strategies.......3
Who Should Invest...............................................4
Main Risks......................................................4
Past Performance................................................5
FEES AND EXPENSES.................................................................8
PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS.................................9
Principal Investment Strategies.................................9
Investment Risks...............................................11
MANAGEMENT OF THE FUNDS..........................................................13
Investment Adviser.............................................13
Portfolio Manager..............................................13
DISTRIBUTION ARRANGEMENTS........................................................13
HOW TO BUY SHARES................................................................14
Alternative Purchase Plans.....................................14
Class A Shares--Front-End Sales Charge Alternative.............14
Class B Shares--Deferred Sales Charge Alternative..............15
How the Funds Value Their Shares...............................15
Additional Information.........................................16
HOW TO REDEEM SHARES.............................................................16
Redeeming Shares Through Your Financial Intermediary...........16
Redeeming Shares by Mail.......................................16
Redeeming Shares by Telephone..................................16
General........................................................17
EXCHANGE PRIVILEGE...............................................................17
Exchanges Through Your Financial Intermediary..................18
Exchanges by Telephone.........................................18
Exchanges by Mail..............................................18
SHAREHOLDER SERVICES.............................................................18
Systematic Investment Plan.....................................18
Telephone Investment Plan......................................19
Systematic Cash Withdrawal Plan................................19
Investments Through Employee Benefit and Savings Plans.........19
Automatic Reinvestment Plan....................................19
Tax Sheltered Retirement Plans.................................19
DIVIDENDS, DISTRIBUTIONS AND TAXES...............................................19
Dividend Policy................................................19
Taxation of the Funds..........................................19
Taxation of Shareholders.......................................19
FINANCIAL HIGHLIGHTS.............................................................20
ADDITIONAL INFORMATION...........................................................27

</TABLE>

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

-2-

<PAGE> 26

ABOUT THE FUNDS

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES
- ---------------------------------------------------------

-3-

<PAGE> 27

WHO SHOULD INVEST
- -----------------

You should consider investment in one or more of the Alpine Real Estate Funds if
you are seeking:
- investment exposure to companies operating in the real estate
sector;
- liquidity in a real estate related investment; and
- an investment offering returns that may have less correlation to
the returns of the stock and bond markets than equity mutual funds
generally.

FUND RISK/RETURN COMPARISON

MAIN RISKS
- ----------

-4-

<PAGE> 28

PAST PERFORMANCE
- ----------------

YEAR-TO-YEAR TOTAL RETURN
AS OF 12/31 EACH YEAR
---------------------

CLASS A SHARES
--------------

ALPINE U.S. REAL ESTATE EQUITY FUND
-----------------------------------

[BAR GRAPH]

1994 -13.91%
1995 34.06%
1996 21.88%
1997 55.01%
1998 -21.25%
1999 -17.76%

-5-
<PAGE> 29

ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND
--------------------------------------------

[BAR GRAPH]

1990 -19.24%
1991 13.09%
1992 10.15%
1993 51.42%
1994 -14.05%
1995 1.59%
1996 4.82%
1997 3.97%
1998 2.47%
1999 -3.03%

ALPINE REALTY INCOME & GROWTH FUND
----------------------------------

[BAR GRAPH]

1999 4.39%

During the periods shown in the bar charts, the highest and lowest quarterly
returns of the Funds were as follows:

BEST AND WORST QUARTER RESULTS
------------------------------
<TABLE>
<CAPTION>

CLASS A
-------

PORTFOLIO BEST QUARTER WORST QUARTER

<S> <C> <C> <C> <C>
Alpine U.S. Real Estate Equity Fund 28.93% 9/30/97 -24.85% 9/30/98

Alpine International Real Estate Equity Fund 16.33% 12/31/98 -22.45% 9/30/90

Alpine Realty Income & Growth Fund 12.47% 6/30/99 -6.89% 9/30/99
</TABLE>

-6-
<PAGE> 30

AVERAGE ANNUAL RETURN
AS OF 12/31 EACH YEAR
---------------------
<TABLE>
<CAPTION>

- --------------------------------------------- ------------ ---------- ---------- ----------- ------------
Inception 1 Year 5 years 10 Years Since
Date Inception
- --------------------------------------------- ------------ ---------- ---------- ----------- ------------

<S> <C> <C> <C> <C> <C>
Alpine U.S. Real Estate Equity Fund 9/1/93 N/A
Class A (21.70%) 9.33% 6.59%
Class B (22.52%) 9.35% 6.82%
Wilshire Real Estate Securities Index (3.19%) 8.30% 6.27%
Lipper Real Estate Fund Average (3.54%) NA NA
- --------------------------------------------- ------------ ---------- ---------- ----------- ------------

Alpine International Real Estate Equity Fund 2/1/89
Class A (7.62%) 0.94% 3.21% 3.12%
Class B (8.57%) 0.83% 3.35% 3.26%
GPR Global Real Estate Securities Index 1.93% 0.90% 1.27% 1.59%
- --------------------------------------------- ------------ ---------- ---------- ----------- ------------

Alpine Realty Income & Growth Fund 12/29/98 N/A N/A
Class A (0.59%) 1.10%
Class B (0.68%) 1.99%
Morgan Stanley REIT Index (4.55%) (3.31%)
Wilshire Real Estate Securities Index (3.19%) 6.27%
- --------------------------------------------- ------------ ---------- ---------- ----------- ------------
</TABLE>

-7-
<PAGE> 31

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of a Fund.

SHAREHOLDER TRANSACTION EXPENSES
CLASS A CLASS B
SHARES SHARES
------ ------
Sales Charge Imposed on Purchases................. 4.75% (1) None
Sales Charge on Dividend Reinvestments............ None None
Contingent Deferred Sales Charge.................. None 5.00% (2)
Redemption Fee (3)................................ None None

ANNUAL FUND OPERATING EXPENSES

ALPINE U.S. REAL ESTATE EQUITY FUND
CLASS A CLASS B
------- -------
Management Fee.................................... 1.00% 1.00%
12b-1 Fees (4).................................... 0.25% 1.00%
Other Expenses.................................... 1.57% 1.61%
Total............................................. 2.82% 3.61%

EXAMPLE--ESTIMATED COST TO INVESTORS

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS B
------- ------- -------
(ASSUMING NO (ASSUMING
REDEMPTION AT REDEMPTION)
END OF PERIOD)
<S> <C> <C> <C>
After 1 year...................................... $ 747 $ 364 $ 864
After 3 years..................................... $1,307 $1,106 $1,406
After 5 years..................................... $1,893 $1,869 $2,069
After 10 years.................................... $3,473 $3,616 $3,616
</TABLE>

(1) Reduced sales charges apply to investments of $50,000 or more. The
Funds do not charge a front-end sales charge on purchases of $1 million
or more, but do charge a contingent deferred sales charge of 1.00% if
you redeem those shares within one year after purchase.

(2) The deferred sales charge on Class B shares declines from 5.00% to
1.00% of amounts redeemed within six years after the month of purchase.
The Funds do not charge a contingent deferred sales charge on
redemptions made after that time.

(3) A $5.00 charge is deducted from redemption proceeds if the proceeds are
wired.

(4) Each Fund is permitted to incur distribution related and shareholder
servicing related expenses which may not exceed an annual rate of 0.75%
of average annual assets attributable to such Fund's Class A shares and
1.00% of average annual assets attributable to such Fund's Class B
shares. However, with respect to Class A expenses, each Fund limits
such 12b-1 expenses to 0.25% of average annual assets attributable to
its Class A shares.

ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND

CLASS A CLASS B
------- -------
Management Fee.................................... 1.00% 1.00%
12b-1 Fees (4).................................... 0.25% 1.00%
Other Expenses.................................... 1.07% 1.08%
--------- ---------
Total............................................. 2.32% 3.08%

-8-

<PAGE> 32

EXAMPLE--ESTIMATED COST TO INVESTORS

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS B
------- ------- -------
(ASSUMING NO (ASSUMING
REDEMPTION AT REDEMPTION)
END OF PERIOD)
<S> <C> <C> <C>
After 1 year...................................... $ 699 $ 311 $ 811
After 3 years..................................... $1,165 $ 951 $1,251
After 5 years..................................... $1,656 $1,616 $1,816
After 10 years.................................... $3,005 $3,134 $3,134
</TABLE>

ALPINE REALTY INCOME AND GROWTH FUND
CLASS A CLASS B
------- -------
Management Fee................................... 1.00 1.00
12b-1 Fees (4)................................... 0.25 1.00
Other Expenses................................... 3.18 3.18
-------- --------
Gross Total...................................... 4.43 5.18
Waivers and Reimbursements* (2.70%) (2.70%)
-------- --------
Net Total........................................ 1.73% 2.48%

EXAMPLE--ESTIMATED COST TO INVESTORS
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS B
------- ------- -------
(ASSUMING NO (ASSUMING
REDEMPTION AT REDEMPTION)
END OF PERIOD)
<S> <C> <C> <C>
After 1 year..................................... $ 898 $ 518 $1,018
After 3 years.................................... $1,752 $1,550 $1,850
After 5 years.................................... $2,615 $2,578 $2,778
After 10 years................................... $4,817 $4,927 $4,927
</TABLE>

The preceding examples are intended to help you compare the cost of investing in
each Fund with the cost of investing in other mutual funds. The examples assume
that you invest $10,000 in a Fund for the time periods indicated. The examples
assume that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Actual expenses and annual return may be
greater or less than those shown.

PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

PRINCIPAL INVESTMENT STRATEGIES
- -------------------------------

ALPINE U.S. REAL ESTATE EQUITY FUND
-----------------------------------

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

* The Adviser has agreed contractually to waive its fees and to absorb expenses
of Alpine Realty Income and Growth Fund to the extent necessary to limit
ordinary operating expenses of the Fund (excluding interest, taxes, brokerage
and any extraordinary expenses) to no more than 1.75% of average net assets
for Class A shares, and no more than 2.5% of average net assets for Class B
shares.

-9-
<PAGE> 33

companies and homebuilders, and companies with substantial real estate holdings,
such as hotel and entertainment companies.

ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND
--------------------------------------------

Illiquid Securities - The Fund may invest up to 15% of its net assets in
illiquid securities.

ALPINE REALTY INCOME & GROWTH FUND
----------------------------------

-10-
<PAGE> 34

INVESTMENT RISKS
- ----------------

REITS - Equity REITs invest primarily in real property and earn rental income
from leasing those properties. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and receive interest payments from the owners of the mortgaged properties. They
are paid interest by the owners of the financed properties. Mortgage REITs will
be affected by changes in creditworthiness of borrowers and changes in interest
rates. Hybrid REITs invest both in real property and in mortgages. The Funds'
investments in REITs can, in particular, be adversely affected by a
deterioration of the real estate rental market, in the case of REITs that
primarily own real estate, or by deterioration in the creditworthiness of
property owners and changes in interest rates, in the case of REITs that
primarily hold mortgages. Equity and mortgage REITs are dependent upon
management skills, may not be diversified and are subject to the risks of
financing projects. REITs are also subject to heavy cash flow dependency,
defaults by borrowers, self liquidation and the possibility of failing to
qualify for tax-free pass-through of income under the Internal Revenue Code of
1986, as amended (the "Code").

-11-

<PAGE> 35

-12-

<PAGE> 36

MANAGEMENT OF THE FUND

INVESTMENT ADVISER
- ------------------

PORTFOLIO MANAGER
- -----------------

DISTRIBUTION ARRANGEMENTS

BISYS Fund Services Limited Partnership (the "Distributor") serves as
distributor of shares of the Funds. Under distribution plans adopted by the
Funds in accordance with Rule 12b-1 under the 1940 Act (the "Plans"), the Funds
bear expenses to finance the distribution of their shares. These expenses may
not, on an annual basis, exceed 0.75% of the average daily net assets
attributable to Class A shares of a Fund or 1.00% of the average daily net
assets attributable to Class B shares of a Fund. However, with respect to Class
A shares, each Fund limits such 12b-1 expenses to 0.25% of the average daily net
assets attributable to its Class A shares. Payments under the Plans are made to
the Distributor and used to compensate organizations that sell shares of the
Funds. A portion of the fees payable under each Plan is paid as a service fee
for on going services provided to shareholders and services relating to the
maintenance of shareholder accounts. Compensation payable under the Plans is not
tied to expenses incurred by the parties receiving payments. Thus, organizations
receiving payments and selling shares may earn a profit from their distribution
and shareholder service-related activities.

-13-

<PAGE> 37

HOW TO BUY SHARES

You may purchase shares of each Fund through broker-dealers, banks and other
financial intermediaries, or directly through the Distributor. The minimum
initial investment in each Fund is $1,000. The minimum may be waived in certain
situations. There is no minimum for subsequent investments. Shares will be
issued at the net asset value per share next computed after the receipt by 4:00
p.m. EST of your purchase request, together with payment in the amount of the
purchase. Stock certificates will not be issued except if requested. Instead,
your ownership of shares will be reflected in your account records with the
Funds.

ALTERNATIVE PURCHASE PLANS. You may purchase Class A shares or
Class B shares pursuant to this Prospectus. The decision as to whether the
purchase of Class A or Class B shares is more beneficial to you depends on the
amount of your investment and the length of time you intend to hold shares. If
you are making a large investment and qualify for a reduced front-end sales
charge, you might consider Class A shares. If you are making a smaller
investment, you might consider Class B shares because 100% of your purchase is
invested immediately and Class B shares will convert to Class A shares, which
incur lower ongoing distribution and shareholder service fees, after seven
years.

Consult your financial intermediary for further information
and assistance. The compensation received by dealers and agents may differ
depending on whether they sell Class A or Class B shares.

In addition to the commissions paid to dealers, the
Distributor or the Adviser may pay cash compensation to dealers in connection
with sales of shares of a Fund.

CLASS A SHARES--FRONT-END SALES CHARGE ALTERNATIVE. You can
purchase Class A shares of each Fund at net asset value plus an initial sales
charge. On purchases of $1,000,000 or more of Class A shares there is no sales
charge; however, a contingent deferred sales charge equal to 1% of the lesser of
the purchase price or redemption value will be imposed if you redeem those
shares during the first year after purchase.

The schedule of sales charges for Class A shares is as
follows:

Initial Sales Charge
--------------------

Commission to
As a % of Net As a % of Dealer/Agent
Amount Offering as a % of
Amounts of Purchase Invested Price Offering Price
------------------- -------- ----- --------------

<S> <C> <C> <C>
Less than $50,000............................... 4.99% 4.75% 4.25%
$50,000--$99,999................................ 4.71% 4.50% 4.25%
$100,000--$249,999.............................. 3.90% 3.75% 3.25%
$250,000--$499,999.............................. 2.56% 2.50% 2.00%
$500,000--$999,999.............................. 2.04% 2.00% 1.75%
$1,000,000--$2,999,999.......................... None None 1.00%
$3,000,000-$4,999,999........................... None None 0.50%
$5,000,000 or more.............................. None None 0.25%

</TABLE>

No front-end sales charges are imposed on Class A shares
purchased by institutional investors, including: bank trust departments;
investment advisers, consultants or financial planners who place trades for
their own accounts or the accounts of their clients and who charge such clients
a management, consulting, advisory or other fee; clients of investment advisers
or financial planners who place trades for their own accounts if the accounts
are linked to the master account of their investment adviser or financial
planner on the books of the broker-dealer through which shares are purchased;
broker-dealers which purchase shares through a master or omnibus account for
customers as part of a mutual fund "supermarket"; institutional clients of
broker-dealers, including retirement and deferred compensation plans and the

-14-

<PAGE> 38

trusts used to fund these plans, which place trades through an omnibus account
maintained with a Fund by the broker-dealer; current and retired employees of
the Distributor or of any broker-dealer with which the Distributor has entered
into an agreement to sell shares of the Funds, and members of the immediate
families of such employees; and upon the initial purchase of a Fund by investors
reinvesting the proceeds from a redemption within the preceding thirty days of
shares of another Fund provided the shares were initially purchased with a
front-end sales charge or subject to a CDSC. Certain broker-dealers or other
financial institutions may impose a fee in connection with transactions in
shares of the Funds.

Class A shares may also be purchased at net asset value by
qualified and non-qualified employee benefit and savings plans which make shares
of the Funds available to their participants, and which: (a) are employee
benefit plans having at least $1,000,000 in assets, or 250 or more eligible
participants; or (b) are non-qualified benefit or profit sharing plans which are
sponsored by an organization which also makes the Funds available through a
qualified plan meeting the criteria specified under (a). In connection with
sales made to qualified and non-qualified employee benefit or profit sharing
plans which do not qualify for sales at net asset value, payments may be made in
an amount equal to .50 of 1% of the net asset value of shares purchased. These
payments are subject to reclaim in the event shares are redeemed within twelve
months after purchase.

The Distributor normally retains a portion of the applicable
sales charge from the sale of Class A shares and pays the balance to the
broker-dealer or other financial intermediary through which the sale was made.
The Distributor may also pay fees to banks from sales charges for services
performed on behalf of their customers in connection with the purchase of shares
of the Funds. In addition, entities whose clients have purchased Class A shares
may be paid a trailing commission equal to .25 of 1% annually of the average
daily value of Class A shares held by their clients.

Certain purchases of Class A shares may qualify for reduced
sales charges in accordance with a Fund's Combined Purchase Privilege,
Cumulative Quantity Discount, Statement of Intention, Privilege for Certain
Retirement Plans and Reinstatement Privilege. Consult the Share Purchase
Application and Statement of Additional Information for additional information
concerning these reduced sales charges.

CLASS B SHARES--DEFERRED SALES CHARGE ALTERNATIVE.. You can
purchase Class B shares of the Funds at net asset value without an initial sales
charge. However, you may pay a contingent deferred sales charge ("CDSC") if you
redeem shares within six years after purchase. Shares obtained from dividend or
distribution reinvestment are not subject to the CDSC. The amount of the CDSC
(expressed as a percentage of the lesser of the current net asset value or
original cost) will vary according to the number of years from the purchase of
Class B shares as follows:

Contingent Deferred
Year After Share Purchase Sales Charge
------------------------- ------------
First .................................. 5%
Second ................................. 4%
Third and Fourth........................ 3%
Fifth................................... 2%
Sixth................................... 1%

The CDSC is deducted from the amount of the redemption and is
paid to the Distributor. The CDSC will be waived on redemptions of shares
following the death or disability of a shareholder, to meet distribution
requirements for certain qualified retirement plans or in the case of certain
redemptions made under a Systematic Cash Withdrawal Plan. Class B shares are
subject to higher distribution and shareholder service fees than Class A shares
for a period of seven years (after which they will convert to Class A shares).
The higher fees mean a higher expense ratio, so Class B shares pay
correspondingly lower dividends and may have a lower net asset value than Class
A shares.

HOW THE FUNDS VALUE THEIR SHARES. The net asset value of each class of shares of
each Fund is calculated by dividing the value of the Fund's net assets
attributable to the class by the number of outstanding shares of the class. Net
asset value is determined each day the New York Stock Exchange (the "NYSE") is
open as of the close of regular trading (normally, 4:00 p.m., Eastern time). In
computing net asset value, portfolio securities of each Fund are valued at their
current market values determined on the basis of market quotations. If market
quotations are not readily available,

-15-

<PAGE> 39

securities are valued at fair value as determined by the Board of Trustees of
the Trust. Non-dollar denominated securities are valued as of the close of the
NYSE at the closing price of such securities in their principal trading market,
but may be valued at fair value if subsequent events occurring before the
computation of net asset value materially have affected the value of the
securities.

HOW TO REDEEM SHARES

You may redeem shares of the Funds on any day the NYSE is open, either directly
or through your financial intermediary. The price you will receive is the net
asset value per share (less any applicable CDSC) next computed after your
redemption request is received in proper form. Redemption proceeds generally
will be sent to you within seven days. However, if shares have recently been
purchased by check, redemption proceeds will not be sent until your check has
been collected (which may take up to ten business days). Once a redemption
request has been placed, it is irrevocable and may not be modified or canceled.
Redemption requests received after 4:00 p.m. (Eastern time) will be processed
using the net asset value per share determined on the next business day. Brokers
and other financial intermediaries may charge a fee for handling redemption
requests.

REDEEMING SHARES THROUGH YOUR FINANCIAL INTERMEDIARY. A Fund must receive
instructions from your financial intermediary before 4:00 p.m. (Eastern time)
for you to receive that day's net asset value (less any applicable CDSC). Your
financial intermediary is responsible for furnishing all necessary documentation
to a Fund and may charge you for this service. Certain financial intermediaries
may require that you give instructions earlier than 4:00 p.m. (Eastern time).

REDEEMING SHARES BY MAIL. To redeem shares by mail:

- Send a signed letter of instruction and, if certificates for
shares have been issued, the signed certificates and an executed
stock power form, to: Alpine Funds, P.O. Box 182212, Columbus,
Ohio 43218-2212. (Stock power forms are available from your
financial intermediary, the Alpine Funds, and most commercial
banks.)
- Additional documentation is required for the redemption of
shares by corporations, financial intermediaries, fiduciaries
and surviving joint owners.
- Signature guarantees are required for all written requests to
redeem shares with a value of more than $50,000 or if the
redemption proceeds are to be mailed to an address other than
that shown in your account registration. A signature guarantee
must be provided by a bank or trust company (not a notary
public), a member firm of a domestic stock exchange or by
another financial institution whose guarantees are acceptable to
the Funds' transfer agent.
- Payment for the redeemed shares will be mailed to you by check
at the address indicated in your account registration.
- For further information, call 888-785-5578.

REDEEMING SHARES BY TELEPHONE. To redeem shares by telephone:

- Call 888-785-5578 between the hours of 8:00 a.m. and 9:00 p.m.
(Eastern time) on any business day (i.e., any weekday exclusive
of days on which the NYSE is closed). The NYSE is closed on New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
and Christmas.
- Specify the amount of shares you want to redeem (minimum
$1,000).
- Provide the account name, as registered with a Fund, and the
account number.
- Redemption proceeds either will be (i) mailed to you by check at
the address indicated in your account registration or, if
requested, (ii) wired to an account at a commercial bank that
you have previously designated. A $5 charge is deducted from
redemption proceeds if the proceeds are wired. This charge is
subject to change without notice.

-16-

<PAGE> 40

- During periods of unusual economic or market conditions, you may
experience difficulty effecting a telephone redemption. In that
event, you should follow the procedures for redemption by mail,
but send your written request by overnight courier to: Alpine
Funds, c/o BISYS Fund Services, Attn: TA Operations, 3435
Stelzer Road, Columbus, OH 43219.
- The telephone redemption procedure may not be used to redeem
shares for which certificates have been issued.

To redeem shares by telephone, you must indicate this on your Share Purchase
Application and choose how the redemption proceeds are to be paid. To authorize
telephone redemption after establishing your account, or to change instructions
already given, send a signed written request to the Alpine Funds at P.O. Box
182212, Columbus, Ohio 43218-2212. Signatures must be guaranteed by a bank or
trust company (not a notary public), a member firm of a domestic stock exchange
or by another financial institution whose guarantees are acceptable to the
Funds' transfer agent. You should allow approximately ten business days for the
form to be processed.

EXCHANGE PRIVILEGE

You may exchange some or all of your shares of a Fund for shares of the same
class of shares of one of the other Funds. You may do this through your
financial intermediary, or by telephone or mail as described below. An exchange
involves the redemption of shares of one Fund and the purchase of shares of
another Fund. Once an exchange request has been telephoned or mailed, it is
irrevocable and may not be modified or canceled. Exchanges are made on the basis
of the relative net asset values of the shares being exchanged next determined
after an exchange request is received. An exchange which represents an initial
investment in a Fund is subject to the minimum investment requirements of that
Fund.

No CDSC is imposed when shares are exchanged. The CDSC
applicable, if any, will be computed and payable when shares are redeemed for
cash. In computing the CDSC, Class B shares will continue to age following an
exchange for purposes of conversion to Class A shares and determining the amount
of the applicable CDSC upon a redemption.

EXCHANGES THROUGH YOUR FINANCIAL INTERMEDIARY. A Fund must receive exchange
instructions from your financial intermediary before 4:00 p.m. (Eastern time)
for the request to be effective on the day received. Your financial intermediary
is responsible for furnishing all necessary documentation to a Fund and may
charge you for this service.

-17-

<PAGE> 41

EXCHANGES BY TELEPHONE. To exchange shares by telephone:

- Call 888-785-5578.

- Shares exchanged by telephone must have a value of $1,000 or
more.

- Exchange requests received after 4:00 p.m. (Eastern time) will
be processed using the net asset value determined on the next
business day.

- The telephone exchange procedure may not be used to exchange
shares for which certificates have been issued.

To exchange shares by telephone, you must indicate this on the Share Purchase
Application. To authorize telephone exchanges after establishing your Fund
account, send a signed written request to the Alpine funds at P.O. Box 182212,
Columbus, Ohio 43218-2212.

EXCHANGES BY MAIL. To exchange shares by mail:

- Send a written request using the procedures for written
redemption requests (however, no signature guarantee is
required).

- If certificates for the shares being exchanged have been issued,
the signed certificates and a completed stock power form must
accompany your written request.

- For further information, call 888-785-5578.

SHAREHOLDER SERVICES

-18-

<PAGE> 42

AUTOMATIC REINVESTMENT PLAN. For your convenience, all dividends and
distributions paid on each class of shares of each Fund are automatically
reinvested in full and fractional shares of the same class of that Fund at the
net asset value per share at the close of business on the record date, unless
you request otherwise in writing. A written request to change your dividend
reinvestment election must be received at least three full business days before
a given record date to be effective on that date. If you elect to receive
dividends or distributions in cash and the U.S. Postal Service cannot deliver
the checks, or if a check remains uncashed for six months or more, the dividends
or distributions will be reinvested in shares at the net asset value in affect
at the time of reinvestment.

DIVIDENDS, DISTRIBUTIONS AND TAXES

-19-
<PAGE> 43

security or taxpayer identification number is correct and that you are not
currently subject to backup withholding or are exempt from backup withholding.

FINANCIAL HIGHLIGHTS

The following tables present, for Class A and Class B shares of each Fund,
financial highlights for a share outstanding throughout each period indicated.
The information in the tables has been audited by PricewaterhouseCoopers LLP,
the Funds' independent auditors. It should be read in conjunction with the
financial statements and related notes contained in the annual reports to
shareholders of the Funds. The annual reports to shareholders may be obtained
without charge.

-20-

<PAGE> 44

ALPINE U.S. REAL ESTATE EQUITY FUND

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
------------------------
1999(a) 1998(a) 1997(a) 1996(a) 1995(b)
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CLASS A SHARES
NET ASSET VALUE BEGINNING OF YEAR...................... $ 12.34 $ 19.34 $ 12.49 $ 11.42 $ 9.21
------- ------- ------- ------- -------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net investment income (loss)....................... (0.01) 0.08 0.12(d) 0.20 0.18
Net realized and unrealized gain (loss)
foreign exchange transactions, short sales
and investments ............................... (1.28) (4.25) 8.57 1.28 2.03
------- ------- ------- ------- -------
Total from investment operations................... (1.29) (4.17) 8.69 1.48 2.21
------- ------- ------- ------- -------
LESS DISTRIBUTIONS
Net investment
income......................................... -- (c) (0.15) (0.26)(d) (0.20) --
Net realized gain from investments................. -- (2.68) (1.58) (0.21) --
In excess of net realized gains from
investments (0.11) -- -- -- --
Tax return of capital (0.01) -- -- -- --
------- ------- ------- ------- -------
Total distributions................................ (0.12) (2.83) (1.84) (0.41) --
------- ------- ------- ------- -------
NET ASSET VALUE END OF YEAR............................ $ 10.93 $ 12.34 $ 19.34 $ 12.49 $ 11.42
======= ======= ======= ======= =======
TOTAL RETURN (EXCLUDES SALES CHARGES).................. (10.59)% (24.86)% 78.28% 13.12% 24.00%
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000).................. $ 2,200 $ 5,582 $ 2,778 $ 263 $ 5
Ratio of expenses to average net assets ........... 2.82% 1.95% 1.77% 1.72% 1.78%(g)
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 (0.05)% 0.27% 0.90% 1.60% 3.13%(g)
Ratio of expenses to average net assets (e)........ N/A N/A 1.76% N/A N/A
Ratio of expenses to average net assets (f)........ 2.82% 1.97% 2.49% 9.65% 364.74%(g)
Portfolio Turnover (h)............................. 77% 138% 205% 169% 115%
</TABLE>

(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.

(d) 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.

(e) During the period, certain fees were indirectly paid. If such fees
indirectly paid had not occurred, the ratios would have been as indicated.

(f) During the period, certain fees were waived or reimbursed. If such fees were
not waived or reimbursed, the ratios would have been as indicated.

(g) Annualized.

(h) Portfolio turnover is calculated on the basis of the Fund, as a whole,
without distinguishing between the classes of shares issued.

-21-

<PAGE> 45

ALPINE U.S. REAL ESTATE EQUITY FUND

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
------------------------
1999(a) 1998(a) 1997(a) 1996(a) 1995(b)
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CLASS B SHARES
NET ASSET VALUE BEGINNING OF YEAR...................... $ 12.12 $ 19.14 $ 12.41 $ 11.37 $ 9.19
------- ------- ------- ------- -------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net investment income (loss)....................... (0.12) (0.05) 0.02(c) 0.13 0.05
Net realized and unrealized gain (loss)
foreign exchange transactions, short
sales, and investments......................... (1.23) (4.18) 8.49 1.27 2.13
------- ------- ------- ------- -------
Total from investment operations................... (1.35) (4.23) 8.51 1.40 2.18
------- ------- ------- ------- -------
LESS DISTRIBUTIONS
Net investment income.............................. -- (0.11) (0.20)(c) (0.15) --
------- ------- ------- ------- -------
Net realized gain from investments................. -- (2.68) (1.58) (0.21) --
------- ------- ------- ------- -------
In excess of net realized gains from
investments (0.11) -- -- -- --
Tax return of capital (0.01) -- -- -- --
------- ------- ------- ------- -------
Total distributions................................ (0.12) (2.79) (1.78) (0.36) --
------- ------- ------- ------- -------
NET ASSET VALUE END OF YEAR............................ $ 10.65 $ 12.12 $ 19.14 $ 12.41 $ 11.37
======= ======= ======= ======= =======
TOTAL RETURN (EXCLUDES SALES CHARGES).................. (11.28)% (25.43)% 76.87% 12.49% 23.72%
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000).................. $ 3,094 $ 6.352 $ 3,446 $ 431 $ 160
Ratio of expenses to average net assets............ 3.61 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 (0.96)% (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)........ 3.61% 2.72% 3.24% 6.19% 28.70%(f)
Portfolio Turnover (g).............................. 77% 138% 205% 169% 115%

</TABLE>

(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 were
not waived or reimbursed, the ratios would have been as indicated.

(f) Annualized.

(g) Portfolio turnover is calculated on the basis of the Fund, as a whole,
without distinguishing between the classes of shares issued.

-22-

<PAGE> 46

ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND

<TABLE>
<CAPTION>
PERIOD
YEAR ENDED OCTOBER 31, ENDED
---------------------- SEPTEMBER
30,
1999(a) 1998 1997(a) 1996(a) 1995(a)(b) 1995(a)(c)
------- ---- ------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
NET ASSET VALUE BEGINNING OF YEAR................... $ 12.90 $ 12.94 $ 12.28 $ 11.58 $ 12.12 $ 11.46
------- ------- ------- ------- ------- -------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net investment income (loss).................... (0.01) (0.05) 0.06 0.06 (0.01) 0.07
Net realized and unrealized gain
(loss) from foreign exchange
transactions and investments................ 0.26 0.01 0.72 0.64 (0.53) 0.59
------- ------- ------- ------- ------- -------
Total from investment operations................ 0.25 (0.04) 0.66 0.70 (0.54) 0.66
------- ------- ------- ------- ------- -------
NET ASSET VALUE END OF YEAR......................... $ 13.15 $ 12.90 $ 12.94 $ 12.28 $ 11.58 $ 12,12
======= ======= ======= ======= ======= =======
TOTAL RETURN (EXCLUDES SALES CHARGES)............... 1.94% (0.31)% 5.40% 6.00% (4.50)%(g) 5.80%(g)
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000)............... $ 339 $ 363 $ 336 $ 721 $ 74 $ 66
Ratio of Expenses to average net
assets...................................... 2.32% 2.04% 2.10% 1.79% 1.73%(f) 1.61%(f)
Ratio of interest expense to average
net assets.................................. 0.00% N/A 0.03% 0.03% 0.03%(f) 0.01%(f)
Ratio of net investment income
(loss) to average net assets................ 0.00% (0.26)% (0.47)% 0.40% (1.26)%(f) 0.98%(f)
Ratio of expense to average net
assets (d)................................. 2.32% 2.04% 2.19% 2.97% 46.90%(f) 21.59%(f)
Ratio of expense to average net
assets (e)................................. N/A N/A 2.10% N/A N/A N/A
Portfolio Turnover (h)......................... 31% 82% 44% 25% 1% 28%

</TABLE>

(a) Net investment income is based on average shares outstanding during the
period.

(b) The Fund changed its year end from September 30 to October 31, effective
October 31, 1995.

(d) 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.

(e) During the period, certain fees were indirectly paid. If such fees
indirectly paid 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.

-23-
<PAGE> 47

ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND

<TABLE>
<CAPTION>
PERIOD ENDED
YEAR ENDED OCTOBER 31,
---------------------- SEPTEMBER 30,
1999(a) 1998 1997(a) 1996(a) 1995(a)(b) 1995(a)(c)
------- ---- ------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
CLASS B SHARES
NET ASSET VALUE BEGINNING OF YEAR ...... $ 12.57 $ 12.69 $ 12.14 $ 11.53 $ 12.08 $ 11.44
------- ------- ------- ------- ------- -------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net investment income (loss) ....... (0.11) (0.10) (0.15) (0.13) (0.02) 0.08
Net realized and unrealized gain
(loss) from foreign exchange
transactions and investments ... 0.26 (0.02) 0.70 0.74 (0.53) 0.56
------- ------- ------- ------- ------- -------
Total from investment
operations ..................... 0.15 (0.12) 0.55 0.61 (0.55) 0.64
------- ------- ------- ------- ------- -------
NET ASSET VALUE END OF YEAR ............ $ 12.72 $ 12.57 $ 12.69 $ 12.14 $ 11.53 $ 12.08
======= ======= ======= ======= ======= =======
TOTAL RETURN (EXCLUDES REDEMPTION
CHARGES) ........................... 1.19% (0.95)% 4.50% 5.30% (4.60)%(g) 5.60%(g)
ANNUALIZED RATIOS/SUPPLEMENTARY
DATA:
Net Assets at end of period (000) .. $ 202 $ 246 $ 213 $ 134 $ 100 $ 128
Ratio Expenses to average net
assets ......................... 3.08% 2.80% 2.82% 2.56% 2.44%(f) 2.42%(f)
Ratio of interest expense to
average net assets ............. 0.00 N/A 0.03% 0.03% 0.03%(f) 0.03%(f)
Ratio of net investment income
(loss) to average net assets ... (0.79)% (0.95)% (1.23)% (1.03)% (1.98)%(f) (1.38)%(f)
Ratio of expenses to average net
assets (d) ..................... 3.08% 2.80% 2.90% 14.45% 31.39%(f) 82.74%(f)
Ratio of expenses to average net
assets (e) ..................... N/A N/A 2.81% N/A N/A N/A
Portfolio Turnover(h) .............. 31% 82% 44% 25% 1% 28%
</TABLE>

(a) Net investment income is based on average shares outstanding during the
period.

(b) The Fund changed its year end from September 30 to October 31,
effective October 31, 1995.

(d) 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.

(e) During the period, certain fees were indirectly paid. If such fees
indirectly paid 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.

-24-

<PAGE> 48

ALPINE REALTY INCOME & GROWTH FUND
----------------------------------

<TABLE>
<CAPTION>
PERIOD ENDED OCTOBER 31,
------------------------

1999(a)(b)
----------
<S> <C>
CLASS A SHARES
NET ASSET VALUE BEGINNING OF YEAR 10.00
----------------------------------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net investment income (loss)................ 0.63
Net realized and unrealized gain
(loss) from short sales and investments. (0.33)
Total from investment operations............ 0.30
----------------------------------
LESS DISTRIBUTIONS
Net investment income....................... (0.39)
Total distributions......................... (0.39)
----------------------------------
NET ASSET VALUE END OF YEAR..................... $9.91
==================================
TOTAL RETURN (EXCLUDES SALES CHARGES)........... 2.90%(d)
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000)........... $1
Ratio of expenses to average net assets..... 1.73%(e)
Ratio of net investment income (loss)
to average net assets................... 7.14%(e)
Ratio of expenses to average net assets (f). 4.43%(e)
Portfolio Turnover (g)...................... 159%
</TABLE>

(a) Net investment income is based on average shares outstanding during the
period.

(b) (For Class A) For the period from December 30, 1998 (commencement of
class operations) to October 31,1999.

(d) Not annualized.

(e) Annualized

(f) 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.

(g) Portfolio turnover is calculated on the basis of the Fund, as a whole,
without distinguishing between the classes of shares issued.

-25-

<PAGE> 49

ALPINE REALTY INCOME & GROWTH FUND
----------------------------------

<TABLE>
<CAPTION>
PERIOD ENDED OCTOBER 31,

1999(a)(c)
<S> <C>
CLASS B SHARES
NET ASSET VALUE BEGINNING OF YEAR............... $9.99
----------------------------------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net investment income (loss)................ 0.53
Net realized and unrealized gain
(loss) from short sales and investments. (0.23)
----------------------------------
Total from investment operations................ 0.30
----------------------------------
LESS DISTRIBUTIONS
From net investment income.................. (0.37)
Total distributions............................. (0.37)
----------------------------------
NET ASSET VALUE END OF YEAR..................... $9.92
==================================
TOTAL RETURN (EXCLUDES SALES CHARGES)........... 2.92%(d)
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000)............... $1
Ratio of expenses to average net assets......... 2.48%(e)
Ratio of net investment income (loss)
to average net assets....................... 6.94%(e)
Ratio of expenses to average net assets (f)..... 5.18%(e)
Portfolio Turnover (g).......................... 159%
</TABLE>

(a) Net investment income is based on average shares outstanding during the
period.

(b) (For Class A) For the period from December 30, 1998 (commencement of
class operations) to October 31,1999.

(d) Not annualized.

(e) Annualized

(f) 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.

(g) Portfolio turnover is calculated on the basis of the Fund, as a whole,
without distinguishing between the classes of shares issued.

-26-

<PAGE> 50

ADDITIONAL INFORMATION

INVESTMENT ADVISER

ALPINE MANAGEMENT & RESEARCH, LLC
122 East 42nd Street, 37th Floor
New York, New York 10168

CUSTODIAN

INVESTORS FIDUCIARY TRUST COMPANY
801 Pennsylvania Avenue
Kansas City, Missouri 64105

TRANSFER AGENT &
DIVIDEND DISBURSING AGENT

BISYS FUND SERVICES OHIO, INC.
3435 Stelzer Road
Columbus, Ohio 43219

LEGAL COUNSEL

SCHULTE ROTH & ZABEL LLP
900 Third Avenue
New York, New York 10022

INDEPENDENT PUBLIC ACCOUNTANTS

PRICEWATERHOUSECOOPERS LLP
100 East Broad Street
Columbus, Ohio 43215

DISTRIBUTOR

BISYS FUND SERVICES LIMITED PARTNERSHIP
3435 Stelzer Road
Columbus, Ohio 43219

-27-

<PAGE> 51

TO OBTAIN MORE INFORMATION ABOUT THE FUNDS

For more information about the Funds, the following documents are available free
upon request:

To obtain free copies of the annual or semi-annual report or the SAI or to
discuss questions about the Funds:

BY TELEPHONE - 1-888-785-5578

BY MAIL - Alpine Real Estate Funds, 3435 Stelzer Road, Columbus, Ohio 43219.

FROM THE SEC - Information about the Funds (including the SAI) can be reviewed
and copied at the SEC's Public Reference Room in Washington D.C. Information on
the operation of the Public Reference Room may be obtained by calling the SEC at
1-202-942-8090. Reports and other information about the Funds are available on
the EDGAR database on the SEC's Internet site at http://www.sec.gov, and copies
of this information may be obtained, upon payment of a duplicating fee, by
electronic request at the following E-mail address: [email protected], or by
writing the Commission's Public Reference Section, Washington, D.C. 20549-0102.

Investment Company Act File Number 811-05684.

<PAGE> 52

STATEMENT OF ADDITIONAL INFORMATION
February 1, 2000

ALPINE EQUITY TRUST
3435 Stelzer Road
Columbus, Ohio 43219
888-785-5578

Alpine U.S. Real Estate Equity Fund ("U.S. Fund")
Alpine International Real Estate Equity Fund ("International Fund")
Alpine Realty Income and Growth Fund ("Income and Growth Fund")

This Statement of Additional Information pertains to all classes of
shares of Alpine U.S. Real Estate Equity Fund, Alpine International Real Estate
Equity Fund and Alpine Realty Income and Growth Fund (collectively, the
"Funds"). The Funds are separate series of Alpine Equity Trust (the "Trust").
Shares of the Funds are offered through two separate Prospectuses: one offering
Class A and Class B shares of the each of the Funds; and one offering Class Y
shares of each of the Funds. Copies of the Prospectuses may be obtained without
charge by calling the number listed above. This Statement of Additional
Information is not a Prospectus. It contains information in addition to and more
detailed than that set forth in the Prospectus and is intended to provide you
with additional information regarding the activities and operations of the
Funds. This Statement of Additional Information should be read in conjunction
with the applicable Prospectus.

<PAGE> 53

TABLE OF CONTENTS

<TABLE>
<S> <C>
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS...............................................................3
SPECIAL INVESTMENT TECHNIQUES...............................................................................15
INVESTMENT RESTRICTIONS.....................................................................................17
CERTAIN RISK CONSIDERATIONS.................................................................................23
MANAGEMENT..................................................................................................23
TRUSTEES COMPENSATION TABLE.................................................................................24
INVESTMENT ADVISER..........................................................................................28
DISTRIBUTION PLANS..........................................................................................31
ALLOCATION OF BROKERAGE.....................................................................................33
ADDITIONAL TAX INFORMATION..................................................................................34
NET ASSET VALUE.............................................................................................37
PURCHASE OF SHARES..........................................................................................38
HISTORY OF THE FUNDS AND GENERAL INFORMATION................................................................47
PERFORMANCE INFORMATION.....................................................................................49
FINANCIAL STATEMENTS........................................................................................51
APPENDIX "A" DESCRIPTION OF BOND RATINGS..................................................................53
APPENDIX "B" FUTURES AND OPTIONS..........................................................................58
</TABLE>

2
<PAGE> 54

DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS

The investment objective of each Fund and a description of the
principal investment strategies of each Fund is set forth under "ABOUT THE
FUNDS" and "PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS" in the
Prospectuses. Each Fund's investment objective is fundamental and may not be
changed without the approval of a majority of the outstanding voting securities
of the Fund.

Alpine Management & Research, LLC (the "Adviser") serves as
the investment adviser of each Fund.

TYPES OF INVESTMENTS

Equity Securities

Equity securities in which the Funds invest include common
stocks, preferred stocks and securities convertible into common stocks, such as
convertible bonds, warrants, rights and options. The value of equity securities
varies in response to many factors, including the activities and financial
condition of individual companies, the business market in which individual
companies compete and general market and economic conditions. Equity securities
fluctuate in value, often based on factors unrelated to the value of the issuer
of the securities, and such fluctuations can be significant.

Convertible Securities

Each Fund may invest in convertible securities. Convertible
securities include fixed income securities that may be exchanged or converted
into a predetermined number of shares of the issuer's underlying common stock at
the option of the holder during a specified period. Convertible securities may
take the form of convertible preferred stock, convertible bonds or debentures,
units consisting of "usable" bonds and warrants or a combination of the features
of several of these securities. The investment characteristics of each
convertible security vary widely, which allows convertible securities to be
employed for a variety of investment strategies.

Each Fund will exchange or convert convertible securities into
shares of underlying common stock when, in the opinion of the Adviser, the
investment characteristics of the underlying common shares will assist a Fund in
achieving its investment objective. A Fund may also elect to hold or trade
convertible securities. In selecting convertible securities, the Adviser
evaluates the investment characteristics of the convertible security as a fixed
income instrument, and the investment potential of the underlying equity
security for capital appreciation. In evaluating these matters with respect to a
particular convertible security, the Adviser considers numerous factors,
including the economic and political outlook, the value of the security relative
to other investment alternatives, trends in the determinants of the issuer's
profits, and the issuer's management capability and practices.

3
<PAGE> 55

Warrants

Each Fund may invest in warrants. Warrants are options to
purchase common stock at a specific price (usually at a premium above the market
value of the optioned common stock at issuance) valid for a specific period of
time. Warrants may have a life ranging from less than one year to twenty years,
or they may be perpetual. However, most warrants have expiration dates after
which they are worthless. In addition, a warrant is worthless if the market
price of the common stock does not exceed the warrant's exercise price during
the life of the warrant. Warrants have no voting rights, pay no dividends, and
have no rights with respect to the assets of the corporation issuing them. The
percentage increase or decrease in the market price of the warrant may tend to
be greater than the percentage increase or decrease in the market price of the
optioned common stock.

Foreign Securities

Each Fund may purchase securities of non-U.S. issuers and
securities of U.S. issuers that trade in foreign markets ("foreign securities").
To the extent that foreign securities purchased by the Funds are denominated in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect: the Funds' net asset values per share; the value of any
interest earned; gains and losses realized on the sale of securities; and net
investment income and capital gains, if any, to be distributed to shareholders
by a Fund. If the value of a foreign currency rises against the U.S. dollar, the
value of a Fund's assets denominated in that currency will increase.
Correspondingly, if the value of a foreign currency declines against the U.S.
dollar, the value of a Fund's assets denominated in that currency will decrease.
The performance of the Funds will be measured in U.S. dollars, the base currency
for the Funds. When a Fund converts its holdings to another currency, it may
incur conversion costs. Foreign exchange dealers realize a profit on the
difference between the prices at which such dealers buy and sell currencies.

The Funds may engage in transactions in foreign securities
which are listed on foreign securities exchanges, traded in the over-the-counter
market or issued in private placements. Transactions in listed securities may be
effected in the over-the-counter markets if, in the opinion of the Adviser, this
affords the Funds the ability to obtain best price and execution. Securities
markets of foreign countries in which the Funds may invest are generally not
subject to the same degree of regulation as the U.S. markets and may be more
volatile and less liquid than the major U.S. markets. The differences between
investing in foreign and U.S. companies include: (1) less publicly available
information about foreign companies; (2) the lack of uniform financial
accounting standards and practices among countries which could impair the
validity of direct comparisons of valuations measures (such as price/earnings
ratios) for securities in different countries; (3) less readily available market
quotations for the securities of foreign issuers; (4) differences in government
regulation and supervision of foreign stock exchanges, brokers, listed
companies, and banks; (5) differences in legal systems which may affect the
ability to enforce contractual obligations or obtain court judgments; (6)
generally lower foreign stock market volume; (7) the likelihood that foreign
securities may be less liquid or more volatile, which may affect the ability of
the Funds to purchase or sell large blocks of securities and thus obtain the
best price; (8) transactions costs, including brokerage charges and custodian
charges associated with holding foreign securities, may be higher; (9) the
settlement period for foreign securities, which are sometimes longer than those
for securities of U.S. issuers, may

4
<PAGE> 56

affect portfolio liquidity; (10) foreign securities held by a Fund may be traded
on days that the Fund does not value its portfolio securities, such as Saturdays
and customary business holidays, and accordingly, net asset value per share may
be significantly affected on days when shareholders do not have the ability to
purchase or redeem shares of the Fund; and (11) political and social
instability, expropriation, and political or financial changes which adversely
affect investment in some countries. These various risks may be greater in
emerging market countries.

American Depositary Receipts ("ADRs") and European Depositary
Receipts ("EDRs") and other securities convertible into securities of foreign
issuers may not necessarily be denominated in the same currency as the
securities into which they may be converted, but rather in the currency of the
market in which they are traded. ADRs are receipts typically issued by an
American bank or trust company which evidence ownership of underlying securities
issued by a foreign corporation. EDRs are receipts issued in Europe by banks or
depositories which evidence a similar ownership arrangement. Generally ADRs, in
registered form, are designed for use in United States securities markets and
EDRs, in bearer form, are designed for use in European securities markets.

Fixed Income Securities

The Funds may invest in bonds and other types of debt
obligations of U.S. and foreign issuers. These securities may pay fixed,
variable or floating rates of interest, and may include zero coupon obligations
which do not pay interest until maturity. Fixed income securities may include:

- bonds, notes and debentures issued by corporations;

- debt securities issued or guaranteed by the U.S.
Government or one of its agencies or
instrumentalities ("U.S. Government Securities");

- municipal securities;

- mortgage-backed and asset-backed securities;

- debt securities issued or guaranteed by foreign
corporations and foreign governments, their agencies,
instrumentalities or political subdivisions, or by
government owned, controlled or sponsored entities,
including central banks.

The Funds may invest in both investment grade and
non-investment grade debt securities. Investment grade debt securities have
received a rating from Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc. ("S&P") or Moody's Investors Service, Inc.
("Moody's") in one of the four highest rating categories or, if not rated, have
been determined by the Adviser to be of comparable quality to such rated
securities. Non-investment grade debt securities (typically called "junk bonds")
have received a rating from S&P or Moody's of below investment grade, or have
been given no rating and are determined by the Adviser to be of a quality below
investment grade. Each Fund may invest up to 15% of the value of its total
assets in non-investment grade debt securities. However, the Funds may not
invest in debt

5
<PAGE> 57

securities rated below Ccc by S&P or Caa by Moody's (or unrated debt securities
determined to be of comparable quality by the Adviser). There are no limitations
on the maturity of debt securities that may be purchased by the Funds.

Sovereign Debt Obligations

Each Fund may purchase sovereign debt instruments issued or
guaranteed by foreign governments or their agencies, including debt of Latin
American nations or other developing countries. Sovereign debt may be in the
form of conventional securities or other types of debt instruments such as loans
or loan participations. Sovereign debt of developing countries may involve a
high degree of risk, and may present the risk of default. Governmental entities
responsible for repayment of the debt may be unable or unwilling to repay
principal and interest when due, and may require renegotiation or rescheduling
of debt payments. In addition, prospects for repayment of principal and interest
may depend on political as well as economic factors.

Securities of Other Investment Companies

Each Fund may invest in the securities of other registered,
open-end investment companies that have investment objectives and policies
similar to its own. The Funds may also purchase shares of money market funds
that invest in U.S. Government Securities and repurchase agreements, in lieu of
purchasing money market instruments directly. Any investment by a Fund in the
securities of other investment companies, including money market funds, will be
subject to the limitations on such investments contained in the Investment
Company Act of 1940 (the "1940 Act"). Shareholders of a Fund that holds shares
of another investment company will indirectly bear the fees and expenses of that
company, which will be in addition to the fees and expenses they bear as
shareholders of the Funds.

Each Fund may purchase the equity securities of closed-end
investment companies to facilitate investment in certain countries. Equity
securities of closed-end investment companies generally trade at a discount to
their net asset value, but may also trade at a premium to net asset value. The
Funds may pay a premium to invest in a closed-end investment company in
circumstances where the Adviser determines that the potential for capital growth
justifies the payment of a premium. Closed-end investment companies, as well as
money market funds, pay investment advisory and other fees and incur various
expenses in connection with their operations. Shareholders of the Funds will
indirectly bear these fees and expenses, which will be in addition to the fees
and expenses of the Funds.

Mortgage-Backed Securities

Each Fund may invest in mortgage-backed securities issued or
guaranteed by the U.S. Government, or one of its agencies or instrumentalities,
or issued by private issuers. The mortgage-backed securities in which the Funds
may invest include collateralized mortgage obligations ("CMOs") and interests in
real estate mortgage investment conduits ("REMICs"). CMOs are debt instruments
issued by special purpose entities and secured by mortgages or other
mortgage-backed securities, which provide by their terms for aggregate payments
of principal and interest based on the payments made on the underlying mortgages
or securities. CMOs are

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<PAGE> 58

typically issued in separate classes with varying coupons and stated maturities.
REMIC interests are mortgage-backed securities as to which the issuers have
qualified to be treated as real estate mortgage investment conduits under the
Internal Revenue Code of 1986, as amended (the "Code") and have the same
characteristics as CMOs.

Each Fund may from time to time also invest in "stripped"
mortgage-backed securities. These are securities which operate like CMOs but
entitle the holder to disproportionate interests with respect to the allocation
of interest or principal on the underlying mortgages or securities. A stripped
mortgage-backed security is created by the issuer separating the interest and
principal on a mortgage pool to form two or more independently traded
securities. The result is the creation of classes of discount securities which
can be structured to produce faster or slower prepayment expectations based upon
the particular underlying mortgage interest rate payments assigned to each
class. These obligations exhibit risk characteristics similar to mortgage-backed
securities generally and zero coupon securities. Due to existing market
characteristics, "interest only" and "principal only" mortgage-backed securities
are considered to be illiquid The prices of these securities are more volatile
than the prices of debt securities which make periodic payments of interest.

Because the mortgages underlying mortgage-backed securities
are subject to prepayment at any time, most mortgage-backed securities are
subject to the risk of prepayment in an amount differing from that anticipated
at the time of issuance. Prepayments generally are passed through to the holders
of the securities. Any such prepayments received by a Fund must be reinvested in
other securities. As a result, prepayments in excess of that anticipated could
adversely affect yield to the extent reinvested in instruments with a lower
interest rate than that of the original security. Prepayments on a pool of
mortgages are influenced by a variety of economic, geographic, social and other
factors. Generally, however, prepayments will increase during a period of
falling interest rates and decrease during a period of rising interests rates.
Accordingly, amounts required to be reinvested are likely to be greater (and the
potential for capital appreciation less) during a period of declining interest
rates than during a period of rising interest rates. Mortgage-backed securities
may be purchased at a premium over the principal or face value in order to
obtain higher income. The recovery of any premium that may have been paid for a
given security is solely a function of the ability to liquidate such security at
or above the purchase price.

Asset-Backed Securities

Each Fund may invest in asset-backed securities issued by
private issuers. Asset-backed securities represent interests in pools of
consumer loans (generally unrelated to mortgage loans) and most often are
structured as pass-through securities. Interest and principal payments
ultimately depend on payment of the underlying loans by individuals, although
the securities may be supported by letters of credit or other credit
enhancements. The value of asset-backed securities may also depend on the
creditworthiness of the servicing agent for the loan pool, the originator of the
loans, or the financial institution providing the credit enhancement.
Asset-backed securities may be "stripped" into classes in a manner similar to
that described under the "Mortgage-Backed Securities," above, and are subject to
the prepayment risks described therein.

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Strategic Investments

Foreign Currency Transactions; Currency Risks

Exchange rates between the U.S. dollar and foreign currencies
are a function of such factors as supply and demand in the currency exchange
markets, international balances of payments, governmental intervention,
speculation and other economic and political conditions. Although a Fund values
its assets daily in U.S. dollars, a Fund generally does not convert its holdings
to U.S. dollars or any other currency. Foreign exchange dealers may realize a
profit on the difference between the price at which a Fund buys and sells
currencies.

Each Fund will engage in foreign currency exchange
transactions in connection with its investments in foreign securities. A Fund
will conduct its foreign currency exchange transactions either on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign currency exchange market
or through forward contracts to purchase or sell foreign currencies.

Forward Foreign Currency Exchange Contracts

The Funds may enter into forward foreign currency exchange
contracts in order to protect against possible losses on foreign investments
resulting from adverse changes in the relationship between the U.S. dollar and
foreign currencies. A forward foreign currency exchange contract involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days (usually less than one year) from the date of the
contract agreed upon by the parties, at a price set at the time of the contract.
These contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A forward
contract generally has a deposit requirement, and no commissions are charged at
any stage for trades. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference (the spread)
between the price at which they are buying and selling various currencies.
However, forward foreign currency exchange contracts may limit potential gains
which could result from a positive change in such currency relationships. The
Adviser believes that it is important to have the flexibility to enter into
forward foreign currency exchange contracts whenever it determines that it is in
a Fund's best interest to do so. The Funds will not speculate in foreign
currency.

Except for cross-hedges, a Fund will not enter into forward
foreign currency exchange contracts or maintain a net exposure in such contracts
when it would be obligated to deliver an amount of foreign currency in excess of
the value of its portfolio securities or other assets denominated in that
currency or, in the case of a "cross-hedge," denominated in a currency or
currencies that the Adviser believes will tend to be closely correlated with
that currency with regard to price movements. At the consummation of a forward
contract, a Fund may either make delivery of the foreign currency or terminate
its contractual obligation to deliver the foreign currency by purchasing an
offsetting contract obligating it to purchase, at the same maturity date, the
same amount of such foreign currency. If a Fund chooses to make delivery of the
foreign currency, it may be required to obtain such currency through the sale of
portfolio securities denominated in such currency or through conversion of other
assets of the Fund into such currency. If a Fund engages in an offsetting
transaction, the Fund will incur a gain or loss to the extent that there has
been a change in forward contract prices.

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<PAGE> 60

It should be realized that this method of protecting the value
of a Fund's portfolio securities against a decline in the value of a currency
does not eliminate fluctuations in the underlying prices of the securities. It
simply establishes a rate of exchange which can be achieved at some future point
in time. Additionally, although such contracts tend to minimize the risk of loss
due to a decline in the value of the hedged currency, at the same time they tend
to limit any potential gain which might result should the value of such currency
increase. Generally, a Fund will not enter into a forward foreign currency
exchange contract with a term longer than one year.

Foreign Currency Options

The Funds may purchase and write options on foreign currencies
to protect against declines in the U.S. dollar value of foreign securities or in
the U.S. dollar value of dividends or interest expected to be received on these
securities. These transactions may also be used to protect against increases in
the U.S. dollar cost of foreign securities to be acquired by the Funds. Writing
an option on foreign currency is only a partial hedge, up to the amount of the
premium received, and the Funds could be required to purchase or sell foreign
currencies at disadvantageous exchange rates, thereby incurring losses. A Fund
may not purchase a foreign currency option if, as a result, premiums paid on
foreign currency options then held by the Fund would represent more than 5% of
the Fund's net assets.

A foreign currency option provides the option buyer with the
right to buy or sell a stated amount of foreign currency at the exercise price
on a specified date or during the option period. The owner of a call option has
the right, but not the obligation, to buy the currency. Conversely, the owner of
a put option has the right, but not the obligation, to sell the currency. When
the option is exercised, the seller (i.e., writer) of the option is obligated to
fulfill the terms of the sold option. However, either the seller or the buyer
may, in the secondary market, close its position during the option period at any
time prior to expiration.

A call option on a foreign currency generally rises in value
if the underlying currency appreciates in value, and a put option on a foreign
currency generally rises in value if the underlying currency depreciates in
value. Although purchasing a foreign currency option can protect the Fund
against an adverse movement in the value of a foreign currency, the option will
not limit the movement in the value of such currency. For example, if a Fund was
holding securities denominated in a foreign currency that was appreciating and
had purchased a foreign currency put to hedge against a decline in the value of
the currency, the Fund would not have to exercise its put option. Likewise, if a
Fund were to enter into a contract to purchase a security denominated in foreign
currency and, in conjunction with that purchase, were to purchase a foreign
currency call option to hedge against a rise in value of the currency, and if
the value of the currency instead depreciated between the date of purchase and
the settlement date, the Fund would not have to exercise its call. Instead, the
Fund could acquire in the spot market the amount of foreign currency needed for
settlement.

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Special Risks Associated with Foreign Currency Options

Buyers and sellers of foreign currency options are subject to
the same risks that apply to options generally. In addition, there are certain
additional risks associated with foreign currency options. The markets in
foreign currency options are relatively new, and a Fund's ability to establish
and close out positions on such options is subject to the maintenance of a
liquid secondary market. Although the Funds will not purchase or write such
options unless and until, in the opinion of the Adviser, the market for them has
developed sufficiently to ensure that the risks in connection with such options
are not greater than the risks in connection with the underlying currency, there
can be no assurance that a liquid secondary market will exist for a particular
option at any specific time. In addition, options on foreign currencies are
affected by most of the same factors that influence foreign exchange rates and
investments generally.

The value of a foreign currency option depends upon the value
of the underlying currency relative to the U.S. dollar. As a result, the price
of the option position may vary with changes in the value of either or both
currencies and may have no relationship to the investment merits of a foreign
security. Because foreign currency transactions occurring in the interbank
market involve substantially larger amounts than those that may be involved in
the use of foreign currency options, investors may be disadvantaged by having to
deal in an odd lot market (generally consisting of transactions of less than $1
million) for the underlying foreign currencies at prices that are less favorable
than for round lots.

There is no systematic reporting of last sale information for
foreign currencies or any regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market and thus may not reflect relatively smaller
transactions (i.e., less than $1 million) where rates may be less favorable. The
interbank market in foreign currencies is a global, around-the-clock market. To
the extent that the U.S. option markets are closed while the markets for the
underlying currencies remain open, significant price and rate movements may take
place in the underlying markets that cannot be reflected in the options markets
until they reopen.

Foreign Currency Futures Transactions

By using foreign currency futures contracts and options on
such contracts, a Fund may be able to achieve many of the same objectives as it
would through the use of forward foreign currency exchange contracts. The Funds
may be able to achieve these objectives possibly more effectively and at a lower
cost by using futures transactions instead of forward foreign currency exchange
contracts.

A foreign currency futures contract sale creates an obligation
by a Fund, as seller, to deliver the amount of currency called for in the
contract at a specified future time for a specified price. A currency futures
contract purchase creates an obligation by a Fund, as purchaser, to take
delivery of an amount of currency at a specified future time at a specified
price. Although the terms of currency futures contracts specify actual delivery
or receipt, in most instances the contracts are closed out before the settlement
date without the making or taking of delivery of the currency. Closing out of
currency futures contracts is effected by entering into an

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<PAGE> 62

offsetting purchase or sale transaction. An offsetting transaction for a
currency futures contract sale is effected by the Fund entering into a currency
futures contract purchase for the same aggregate amount of currency and same
delivery date. If the price of the sale exceeds the price of the offsetting
purchase, the Fund is immediately paid the difference and realizes a loss.
Similarly, the closing out of a currency futures contract purchase is effected
by the Fund entering into a currency futures contract sale. If the offsetting
sale price exceeds the purchase price, the Fund realizes a gain, and if the
offsetting sale price is less than the purchase price, the Fund realizes a loss.

Special Risks Associated with Foreign Currency Futures Contracts and Related
Options

Buyers and sellers of foreign currency futures contracts are
subject to the same risks that apply to the use of futures generally. In
addition, there are risks associated with foreign currency futures contracts and
their use as a hedging device similar to those associated with options on
foreign currencies, as described above.

Options on foreign currency futures contracts may involve
certain additional risks. Trading options on foreign currency futures contracts
is relatively new. The ability to establish and close out positions on such
options is subject to the maintenance of a liquid secondary market. To reduce
this risk, the Funds will not purchase or write options on foreign currency
futures contracts unless and until, in the opinion of the Adviser, the market
for such options has developed sufficiently that the risks in connection with
such options are not greater than the risks in connection with transactions in
the underlying foreign currency futures contracts. Compared to the purchase or
sale of foreign currency futures contracts, the purchase of call or put options
on futures contracts involves less potential risk to the Funds because the
maximum amount at risk is the premium paid for the option (plus transaction
costs). However, there may be circumstances when the purchase of a call or put
option on a futures contract would result in a loss, such as when there is no
movement in the price of the underlying currency or futures contract.

Illiquid Securities

The Trust's Board of Trustees (the "Trustees") has adopted
procedures to determine the liquidity of certain restricted securities, as
permitted under an SEC Staff position set forth in the adopting release for Rule
144A under the Securities Act of 1933 (the "1933 Act"). Rule 144A (the "Rule")
is a non-exclusive, safe-harbor for certain secondary market transactions
involving securities subject to restrictions on resale under federal securities
laws. The Rule provides an exemption from registration for resales of otherwise
restricted securities to qualified institutional buyers. The Rule was expected
to further enhance the liquidity of the secondary market for securities eligible
for sale under the Rule. The Staff of the SEC has left the question of
determining the liquidity of restricted securities eligible for resale under the
Rule for determination by the Trustees. The Trustees consider the following
criteria in determining the liquidity of these restricted securities:

(i) the frequency of trades and quotes for the security;

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<PAGE> 63

(ii) the number of dealers willing to purchase or sell the
security and the number of other potential buyers;

(iii) dealer undertakings to make a market in the security;
and

(iv) the nature of the security and the nature of the
marketplace trades.

When-Issued and Delayed Delivery Securities

These transactions are made to secure what is considered to be
an advantageous price or yield for a Fund. No fees or other expenses, other than
normal transaction costs, are incurred. However, liquid assets of a Fund
sufficient to make payment for the securities to be purchased are segregated on
the Fund's records at the trade date. These assets are marked to market and are
maintained until the transaction has been settled.

Lending of Portfolio Securities

The collateral received when a Fund lends portfolio securities
must be valued daily and, should the market value of the loaned securities
increase, the borrower must furnish additional collateral to the lending Fund.
During the time portfolio securities are on loan, the borrower pays the Fund any
dividends or interest paid on such securities. Loans are subject to termination
at the option of the Fund or the borrower. A Fund may pay reasonable
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the interest earned on the cash or equivalent collateral
to the borrower or placing broker. A Fund does not have the right to vote
securities on loan, but would terminate the loan and regain the right to vote if
that were considered important with respect to the investment.

Temporary Investments

For defensive purposes, each Fund may temporarily invest all
or a substantial portion of its assets in high quality fixed income securities
and money market instruments, or may temporarily hold cash in such amounts as
the Adviser deems appropriate. Fixed income securities will be deemed to be of
high quality if they are rated "A" or better by S&P or the corresponding rating
by Moody's or, if unrated, are determined to be of comparable quality by the
Adviser. Money market instruments are high quality, short-term fixed income
obligations (which generally have remaining maturities of one year or less), and
may include:

- Government Securities;

- commercial paper;

- certificates of deposit and bankers' acceptances
issued by domestic branches of United States banks
that are members of the Federal Deposit Insurance
Corporation;

- repurchase agreements for U.S. Government Securities;

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<PAGE> 64

- short-term obligations of foreign issuers denominated
in U.S. dollars and traded in the U.S.; and

- repurchase agreements.

Repurchase agreements are agreements under which a Fund
purchases securities from a bank or a securities dealer that agrees to
repurchase the securities from the Fund at a higher price on a designated future
date. If the seller under a repurchase agreement becomes insolvent, the Fund's
right to dispose of the securities may be restricted, or the value of the
securities may decline before the Fund is able to dispose of them. In the event
of the bankruptcy or insolvency of the seller, the Fund may encounter delay and
incur costs, including a decline in the value of the securities, before being
able to sell the securities. If the seller defaults, the value of the securities
may decline before the Fund is able to dispose of them. If a Fund enters into a
repurchase agreement that is subject to foreign law and the other party
defaults, the Fund may not enjoy protections comparable to those provided to
most repurchase agreements under U.S. bankruptcy law, and may suffer delays and
losses in disposing of the collateral. The Funds have adopted procedures
designed to minimize the risks of loss from repurchase agreements.

The Funds' custodian or a sub-custodian will take possession
of the securities subject to repurchase agreements, and these securities will be
marked to market daily. To the extent that the original seller does not
repurchase the securities from the Funds, the Funds could receive less than the
repurchase price on any sale of such securities. In the event that such a
defaulting seller filed for bankruptcy or became insolvent, disposition of such
securities by the Funds might be delayed pending court action. The Funds believe
that under the regular procedures normally in effect for custody of a Fund's
portfolio securities subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow retention or disposition
of such securities. The Funds will only enter into repurchase agreements with
banks and other recognized financial institutions, such as broker-dealers, which
are deemed by the Adviser to be creditworthy pursuant to guidelines established
by the Trustees.

Reverse Repurchase Agreements

The Funds may also enter into reverse repurchase agreements.
These transactions are similar to borrowing cash and involve risks similar to
those discussed under "Borrowing" below. In a reverse repurchase agreement, a
Fund transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in the
future the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate. The use of reverse
repurchase agreements may enable a Fund to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but the ability to
enter into reverse repurchase agreements does not ensure that the Fund will be
able to avoid selling portfolio instruments at a disadvantageous time.

When effecting reverse repurchase agreements, liquid assets of
a Fund, in a dollar amount sufficient to make payment for the obligations to be
purchased, are segregated at the trade date. These securities are marked to
market daily and maintained until the transaction is settled.

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<PAGE> 65

Short Sales

Each of the Funds may effect short sales of securities. A
short sale involves the sale of a security that a Fund does not own in
anticipation of purchasing the same security (or a security exchangeable
therefor) at a later date at a lower price. The Fund selling short must borrow
the security sold short and will be obligated to return the security to the
lender. This is accomplished by a later purchase of the security by the Fund to
close its short position. When a Fund effects a short sale, it must maintain
collateral in a segregated account consisting of cash or liquid securities with
a value equal to the current market value of the securities sold short. A Fund
may not sell a security short if, as a result of that sale, the current value of
securities sold short by that Fund would exceed 10% of the value of the Fund's
net assets.

The use of short sales is considered a speculative investment
practice. The limited use of this practice, however, permits the Funds to pursue
opportunities to profit from anticipated declines in the prices of particular
securities which in the view of the Adviser are overvalued or are likely to be
adversely affected by particular trends or events.

The Funds may also effect short sales "against the box" to
hedge against a decline in the value of a security owned by the Fund. These
transactions are not subject to the 10% limitation described above. However, if
a Fund effects a short sale against the box, it will set aside securities
equivalent in kind and amount to the securities sold short (or securities
convertible or exchangeable into such securities) and hold those securities
while the short sale is outstanding.

Borrowing

Each Fund may borrow money for investment purposes (which is a
practice known as "leverage"). Leveraging creates an opportunity for increased
net income, but at the same time, creates special risk considerations. For
example, leveraging may exaggerate changes in the net asset value of a Fund's
shares and in the yield on a Fund's portfolio. Although the principal of such
borrowings will be fixed, a Fund's net assets may change in value during the
time the borrowing is outstanding. Since any decline in value of a Fund's
investments will be borne entirely by the Fund's shareholders, the effect of
leverage in a declining market would be a greater decrease in net asset value
than if the Fund were not so leveraged. Leveraging will create interest expenses
for a Fund, which can exceed the investment return from the borrowed funds. To
the extent the investment return derived from securities purchased with borrower
funds exceeds the interest a Fund will have to pay, the Fund's investment return
will be greater than if leveraging was not used. Conversely, if the investment
return from the assets retained with borrowed funds is not sufficient to cover
the cost of leveraging, the investment return of the Fund will be less than if
leveraging were not used.

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<PAGE> 66

SPECIAL INVESTMENT TECHNIQUES

Each Fund may engage in transactions in options and futures
contracts and options on futures contracts. These instruments derive their
performance, at least in part, from the performance of an underlying asset or
index. The discussion below provides additional information regarding the use of
options on stock indices and stock index futures. Appendix B to this Statement
of Additional Information sets forth further details regarding options and
futures.

Regulatory Matters

The Funds will comply with and adhere to all limitations on
the manner and extent to which they effect transactions in futures and options
on such futures currently imposed by the rules and policy guidelines of the
Commodity Futures Trading Commission as conditions for exemption of a mutual
fund, or investment advisers thereto, from registration as a commodity pool
operator. Under those restrictions, the Funds will not, as to any positions,
whether long, short or a combination thereof, enter into futures and options
thereon for which the aggregate initial margins and premiums exceed 5% of the
fair market value of its assets after taking into account unrealized profits and
losses on options it has entered into. In the case of an option that is
"in-the-money," the in-the-money amount may be excluded in computing such 5%.
(In general, a call option on a future is "in-the-money" if the value of the
future exceeds the exercise ("strike") price of the call; a put option on a
future is "in-the-money" if the value of the future which is the subject of the
put is exceeded by the strike price of the put.) The Funds may use futures and
options thereon solely for bona fide hedging or for other non-speculative
purposes within the meaning and intent of the applicable provisions of the
Commodities Exchange Act and regulations thereunder. As to long positions which
are used as part of a Fund's investment strategy and are incidental to its
activities in the underlying cash market, the "underlying commodity value" of
the Fund's futures and options thereon must not exceed the sum of (i) cash set
aside in an identifiable manner, or short-term U.S. debt obligations or other
dollar-denominated high-quality, short-term money instruments so set aside, plus
sums deposited on margin; (ii) cash proceeds from existing investments due in 30
days; and (iii) accrued profits held at the futures commission merchant. The
"underlying commodity value" of a future is computed by multiplying the size of
the future by the daily settlement price of the future. For an option on a
future, that value is the underlying commodity value of the future underlying
the option.

Options on Securities - Each Fund may purchase call and put
options on securities to seek capital growth or for hedging purposes. The Funds
may also write and sell covered call and put options for hedging purposes.

Options on Securities Indices - Each Fund may purchase and
write options on stock indices (such as the S&P 500 Index) listed on domestic or
foreign securities exchanges or traded in the over-the-counter market for
hedging purposes.

Each Fund may invest up to 10% of the value of its assets,
represented by premiums paid, to purchase call and put options on securities and
securities indices. A Fund may not write covered call and put options on
securities and securities indices with aggregate exercise prices in excess of
15% of the value of its assets.

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Risks of Options on Stock Indices

The purchase and sale of options on stock indices will be
subject to risks applicable to options transactions generally. In addition, the
distinctive characteristics of options on indices create certain risks that are
not present with stock options. Index prices may be distorted if trading of
certain stocks included in the index is interrupted. Trading in index options
also may be interrupted in certain circumstances such as if trading were halted
in a substantial number of stocks included in the index or if dissemination of
the current level of an underlying index is interrupted. If this occurred, a
Fund would not be able to close out options which it had purchased and, if
restrictions on exercise were imposed, may be unable to exercise an option it
holds, which could result in losses if the underlying index moves adversely
before trading resumes. However, it is a policy to purchase options only on
indices which include a sufficient number of stocks so that the likelihood of a
trading halt in the index is minimized.

The purchaser of an index option may also be subject to a
timing risk. If an option is exercised by a Fund before final determination of
the closing index value for that day, the risk exists that the level of the
underlying index may subsequently change. If such a change caused the exercised
option to fall out-of-the-money (that is, the exercising of the option would
result in a loss, not a gain), the Fund would be required to pay the difference
between the closing index value and the exercise price of the option (times the
applicable multiplier) to the assigned writer. Although the Fund may be able to
minimize this risk by withholding exercise instructions until just before the
daily cutoff time, it may not be possible to eliminate this risk entirely
because the exercise cutoff times for index options may be earlier than those
fixed for other types of options and may occur before definitive closing index
values are announced. Alternatively, when the index level is close to the
exercise price, a Fund may sell rather than exercise the option. Although the
markets for certain index option contracts have developed rapidly, the markets
for other index options are not as liquid. The ability to establish and close
out positions on such options will be subject to the development and maintenance
of a liquid secondary market. It is not certain that this market will develop in
all index option contracts. The Funds will not purchase or sell any index option
contract unless and until, in the opinion of the Adviser, the market for such
options has developed sufficiently that such risk in connection with such
transactions is no greater than such risk in connection with options on stocks.

Stock Index Futures Characteristics

Currently, stock index futures contracts can be purchased or
sold with respect to several different stock indices, each based on a different
measure of market performance. A determination as to which of the index
contracts would be appropriate for purchase or sale by the Funds will be based
upon, among other things, the liquidity offered by such contracts and the
volatility of the underlying index.

Unlike when the Funds purchase or sell a security, no price is
paid or received by the Funds upon the purchase or sale of a futures contract.
Instead, the Funds will be required to deposit in a segregated asset account an
amount of cash or qualifying securities (currently U.S. Treasury bills)
currently ranging from approximately 10% to 15% of the contract amount. This is
called "initial margin." Such initial margin is in the nature of a performance
bond or good faith deposit on the contract which is returned to the Funds upon
termination of the futures

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contract. Gains and losses on open contracts are required to be reflected in
cash in the form of variation margin payments which the Funds may be required to
make during the term of the contracts to their broker. Such payments would be
required where, during the term of a stock index futures contract purchased by
the Funds, the price of the underlying stock index declined, thereby making the
Funds' position less valuable. In all instances involving the purchase of stock
index futures contracts by the Funds, an amount of cash together with such other
securities as permitted by applicable regulatory authorities to be utilized for
such purpose, at least equal to the market value of the futures contracts, will
be deposited in a segregated account with the Funds' custodian to collateralize
the position. At any time prior to the expiration of a futures contract, the
Funds may elect to close their position by taking an opposite position which
will operate to terminate their position in the futures contract. For a more
complete discussion of the risks involved in stock index futures, refer to the
Appendix ("Futures and Options").

Where futures are purchased to hedge against a possible
increase in the price of a security before the Funds are able to fashion their
program to invest in the security or in options on the security, it is possible
that the market may decline instead. If the Funds, as a result, concluded not to
make the planned investment at that time because of concern as to the possible
further market decline or for other reasons, the Funds would realize a loss on
the futures contract that is not offset by a reduction in the price of
securities purchased.

In addition to the possibility that there may be an imperfect
correlation or no correlation at all between movements in the stock index future
and the portion of the portfolio being hedged, the price of stock index futures
may not correlate perfectly with movements in the stock index due to certain
market distortions. All participants in the futures market are subject to margin
deposit and maintenance requirements. Rather than meeting additional margin
deposit requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the index
itself and the value of a future. Moreover, the deposit requirements in the
futures market are less onerous than margin requirements in the securities
market and may therefore cause increased participation by speculators in the
futures market. Such increased participation may also cause temporary price
distortions. Due to the possibility of price distortion in the futures market
and because of the imperfect correlation between movements in stock indices and
movements in the prices of stock index futures, the value of stock index futures
contracts as a hedging device may be reduced. In addition, if the Funds have
insufficient available cash, they may at times have to sell securities to meet
variation margin requirements. Such sales may have to be effected at a time when
it may be disadvantageous to do so.

INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT RESTRICTIONS

Except as noted, the investment restrictions set forth below
are fundamental and may not be changed with respect to a Fund without the
affirmative vote of a majority of the outstanding voting securities of that
Fund. Where an asterisk (*) appears, the relevant policy is non-fundamental with
respect to that Fund and may be changed by the Trustees without shareholder
approval. As used in this Statement of Additional Information and in the
Prospectuses, "a majority of the outstanding voting securities of a Fund" means
the lesser of (1)

17
<PAGE> 69

the holders of more than 50% of the outstanding shares of beneficial interest of
the Fund or (2) 67% of the shares of the Fund present if more than 50% of the
shares are present at a meeting in person or by proxy.

1. Diversification

U.S. FUND

The Fund may not invest more than 5% of its total assets, at
the time of the investment in question, in the securities of any one issuer
other than the U.S. government and its agencies or instrumentalities, except
that up to 25% of the value of its total assets may be invested without regard
to such 5% limitation.

In addition, the U.S. Fund may not purchase more than 10% of
any class of securities of any one issuer other than the U.S. government and its
agencies or instrumentalities.*

INTERNATIONAL FUND

With respect to 75% of its total assets, the Fund may not
purchase a security, other than securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities, if as a result of such purchase,
more than 5% of the value of the Fund's total assets would be invested in the
securities of any one issuer, or the Fund would own more than 10% of the voting
securities of any one issuer.

INCOME AND GROWTH FUND

The Fund may not invest more than 5% of its total assets, at
the time of the investment in question, in the securities of any one issuer
other than the U.S. government and its agencies or instrumentalities, except
that up to 50% of the value of its total assets may be invested without regard
to such 5% limitation.

In addition, the Income and Growth Fund may not purchase more
than 10% of any class of securities of any one issuer other than the U.S.
government and its agencies or instrumentalities.*

2. Investment for Purposes of Control or Management

The U.S. Fund*, the International Fund and the Income and
Growth Fund* may not invest in companies for the purpose of exercising control
or management.

3. Purchase of Securities on Margin

The U.S. Fund*, the International Fund and the Income and
Growth Fund* may not purchase securities on margin, except that each Fund may
obtain such short-term credits as may be necessary for the clearance of
transactions. A deposit or payment by a Fund of initial or variation margin in
connection with financial futures contracts or related options transactions is
not considered the purchase of a security on margin.

18
<PAGE> 70

4. Underwriting

U.S. FUND

The U.S. Fund may not engage in the business of underwriting
securities of other issuers.

INTERNATIONAL FUND

The International Fund will not underwrite any issue of
securities except as it may be deemed an underwriter under the 1933 Act in
connection with the sale of securities in accordance with its investment
objectives, policies and limitations.

INCOME AND GROWTH FUND

The Income and Growth Fund may not engage in the business of
underwriting securities of other issuers.

5. Interests in Oil, Gas or Other Mineral Exploration or Development
Programs

The Funds may not purchase, sell or invest in interests in
oil, gas or other mineral exploration or development programs.

6. Concentration in Any One Industry

Each Fund will concentrate its investments in the securities
of companies engaged principally in the real estate industry and may invest all
of its assets in such securities; however, each Fund may temporarily invest less
than 25% of the value of its assets in such securities during periods of adverse
economic conditions in the real estate industry.

7. Short Sales

Each Fund may effect short sales of securities subject to the
limitation that a Fund may not sell a security short if, as a result of such
sale, the current value of securities sold short by the Fund would exceed 10% of
the value of the Fund's net assets; provided, however, if the Fund owns or has
the right to obtain securities equivalent in kind and amount to the securities
sold short (i.e., short sales "against the box"), this limitation is not
applicable.

8. Lending of Funds and Securities

The Funds may not make loans of money or securities, except to
the extent that the Funds may lend money through the purchase of permitted
investments, including repurchase agreements, and may lend securities in
accordance with such procedures as may be adopted by the Trustees.

19
<PAGE> 71

The Funds may not lend their portfolio securities, unless the
borrower is a broker-dealer or financial institution that pledges and maintains
collateral with the Fund consisting of cash or securities issued or guaranteed
by the U.S. government having a value at all times not less than 100% of the
current market-value of the loaned securities, including accrued interest,
provided that the aggregate amount of such loans shall not exceed 30% of the
Fund's net assets.

9. Commodities

U.S. FUND

The U.S. Fund may not purchase, sell or invest in physical
commodities, unless acquired as a result of ownership of securities or other
instruments (but this shall not prevent the Fund from purchasing or selling
options and futures contracts or from investing in securities of other
instruments backed by physical commodities).

INTERNATIONAL FUND

The Fund may not purchase, sell or invest in commodities,
provided that this restriction shall not prohibit the Fund from purchasing and
selling securities or other instruments backed by commodities or financial
futures contracts and related options, including but not limited to, currency
futures contracts and stock index futures.

INCOME AND GROWTH FUND

20
<PAGE> 72

10. Real Estate

U.S. FUND

The U.S. Fund may not purchase, sell or invest in real estate,
but may invest in securities of companies that deal in real estate or are
engaged in the real estate business, including real estate investment trusts,
and securities secured by real estate or interests therein and may hold and sell
real estate acquired through default, liquidation or other distributions of an
interest in real estate as a result of the Fund's ownership of such securities.

INTERNATIONAL FUND

The International Fund may not purchase or invest in real
estate or interests in real estate (although it may purchase securities secured
by real estate or interests therein or issued by companies or investment trusts
which invest in real estate or interests therein).

INCOME AND GROWTH FUND

The Income and Growth Fund may not purchase, sell or invest in
real estate, but may invest in securities of companies that deal in real estate
or are engaged in the real estate business, including real estate investment
trusts, and securities secured by real estate or interests therein and may hold
and sell real estate acquired through default, liquidation or other
distributions of an interest in real estate as a result of the Fund's ownership
of such securities.

11. Borrowing, Senior Securities, Reverse Repurchase Agreements

The Funds may not issue senior securities as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"), except that a Fund
may borrow money from banks and enter into reverse repurchase agreements (i) in
the aggregate amount of up to 10% of the value of its assets to increase its
holdings of portfolio securities and (ii) for temporary extraordinary or
emergency purposes, subject to the overall limitation that total borrowings by
the Fund (including borrowing through reverse repurchase agreements) may not
exceed 33 1/3% of the value of the Fund's total assets (measured in each case at
the time of borrowing).

12. Joint Trading

The U.S. Fund*, the International Fund and the Income and
Growth Fund* may not participate on a joint or joint and several basis in any
trading account in any securities. (The "bunching" of orders for the purchase or
sale of portfolio securities with the Adviser or accounts under its management
to reduce brokerage commissions, to average prices among them or to facilitate
such transactions is not considered a trading account in securities for purposes
of this restriction.)

21
<PAGE> 73

13. Pledging Assets

The Funds may not pledge, mortgage, hypothecate or otherwise
encumber their assets, except to secure permitted borrowings and to implement
collateral and similar arrangements incident to permitted investment practices

14. Investing in Securities of Other Investment Companies

The U.S. Fund*, the International Fund* and the Income and
Growth Fund* will each limit their investment in other investment companies to
no more than 3% of the total outstanding voting stock of any investment company,
will invest no more than 5% of its total assets in any one investment company
and will invest no more than 10% of its total assets in investment companies in
general. The Funds will purchase securities of closed-end investment companies
only in open-market transactions involving customary broker's commissions.
However, these limitations are not applicable if the securities are acquired in
a merger, consolidation or acquisition of assets.

15. Illiquid Securities.

Each Fund may not invest more than 15% of its net assets in
illiquid securities and other securities which are not readily marketable,
including repurchase agreements which have a maturity of longer than seven days,
but excluding securities eligible for resale under Rule 144A of the 1933 Act,
which the Trustees have determined to be liquid.*

16. Options.*

The Funds may write, purchase or sell put or call options on
securities, stock indices and foreign currencies, or combinations thereof, as
discussed elsewhere in this Statement of Additional Information.*

17. Futures Contracts.*

The Funds may not purchase financial futures contracts and
related options except for "bona fide hedging" purposes, but may enter into such
contracts for non-hedging purposes provided that aggregate initial margin
deposits plus premiums paid by the Fund for open futures options positions, less
the amount by which any such positions are "in-the-money," may not exceed 5% of
the Fund's total assets.

Except as otherwise stated in this Statement of Additional
Information or in the Prospectuses, if a percentage limitation set forth in an
investment policy or restriction of a Fund is adhered to at the time of
investment or at the time a Fund engages in a transaction, a subsequent increase
or decrease in percentage resulting from a change in value of an investment or
position, or a change in the net assets of a Fund, will not result in a
violation of such restriction.

For purposes of their policies and limitations, the Funds
consider certificates of deposit and demand and time deposits issued by a U.S.
branch of a domestic bank or savings and

22
<PAGE> 74

loan association having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items".

CERTAIN RISK CONSIDERATIONS

There can be no assurance that a Fund will achieve its
investment objective and an investment in the Funds involves certain risks which
are described under "ABOUT THE FUNDS -Main Risks" and "PRINCIPAL INVESTMENT
STRATEGIES AND RELATED RISKS-Investment Risks" in the Funds' Prospectuses.

The Income and Growth Fund is a non-diversified fund within
the meaning of the 1940 Act. Its portfolio may be less diversified than the
portfolios of investment companies which are diversified as defined by the 1940
Act. While the U.S. Fund and International Fund are diversified within the
meaning of the 1940 Act, each of the Funds concentrates its investments in the
securities of companies engaged principally in the real estate industry.
Investors should understand that investment in the Funds may be subject to
greater risk and market fluctuation than an investment in a portfolio of
securities representing a broader range of industries and investment
alternatives.

MANAGEMENT

The Trustees and executive officers of the Trust, their ages,
addresses and principal occupations during the past five years are set forth
below:

Laurence B. Ashkin (71), 180 East Pearson Street, Chicago, IL
- - Trustee. Real estate developer and construction consultant since 1980;
President of Centrum Equities since 1987 and Centrum Properties, Inc. since
1980.

H. Guy Leibler (45), 25 Cowdray Park Drive, Greenwich, CT -
Trustee. Chairman and President of Pailatus, a news media company (since January
1997); Director and Chairman of White Plains Hospital Center (since April 1988);
Advisor to Sony/Loews Theaters, an entertainment company (July 1995 to March
1997); President of Sony Plaza, Inc., a consumer electronics, music and film
company (January 1993 to June 1995); and President and Chief Executive Officer
of Schulman Realty.

Samuel A. Lieber* (43), 122 East 42nd Street, New York,
New York - Trustee and President. Member of Alpine Management & Research, LLC
since November 1997. Formerly, Portfolio Manager, Evergreen Asset Management
Corp. ("EAM") (1985-1997).

* Trustee who is deemed to be an "interested person" of the
Trust, as such term is defined by the 1940 Act.

Robert W. Gadsen (43), 122 East 42nd Street, New York, New
York - Secretary. Employee of Alpine Management & Research, LLC since September
1999. Formerly, Real Estate Analyst, Prudential Insurance Company(1990-1999).

23
<PAGE> 75

Georgette L. Horton (34), BISYS Fund Services, Inc. 90 Park
Avenue, 10th floor, New York, New York - Vice President. From October 1996 to
present, Vice President, BISYS Fund Services, Inc.; for the three years prior,
Assistant Vice President, PaineWebber.

Gary R. Tenkman (29), BISYS Fund Services, Inc., 3435 Stelzer
Road, Columbus, Ohio 43219 - Treasurer. From July 1998 to present, Vice
President, Financial Services, BISYS Fund Services, Inc.; from April 1998 to
June 1999, Director, Financial Services, BISYS Fund Services, Inc.; prior to
joining BISYS, Mr. Tenkman was Audit Manager, Investment Management Services
Group, Ernst & Young LLP.

Alaina V. Metz (32), BISYS Fund Services, Inc., 3435 Stelzer
Road, Columbus, Ohio 43219 - Assistant Secretary. From June 1995 to present,
Chief Administrator, Administration and Regulatory Services, BISYS Fund
Services, Inc.; from May 1989 to June 1995, Supervisor, Mutual Fund Legal
Department, Alliance Capital Management.

The Trust pays an annual fee to each Trustee who is not an
officer or employee of the Adviser or distributor (or any affiliated company of
the Adviser or distributor) in the amount of $5,000. Travel expenses of Trustees
who are not affiliated persons of the Adviser or distributor (or any affiliated
company of the Adviser or distributor) which are incurred in connection with
attending meetings of the Board of Trustees will also be reimbursed.

Set forth below for each of the Trustees is the aggregate
compensation (and expenses) paid to such Trustees by the Trust for the twelve
month period ended September 30, 1999.

TRUSTEES COMPENSATION TABLE

TRUSTEE COMPENSATION FROM TRUST

Laurence B. Ashkin $5,000

H. Guy Leibler $5,000

Foster Bam* $5,000

Samuel A. Lieber 0

* Resigned from the Board of Trustees as of its last meeting.

As of January 19, 2000, Samuel A. Lieber owned 6.36% of the
U.S. Fund's Class Y shares, 6.77% of the International Fund's Class Y Shares and
12.76% of the Income & Growth Fund's Class Y shares, and all other officers and
Trustees of the Trust owned as a group less than 1% of the outstanding shares of
any class of the Fund.

Set forth below is information with respect to each person,
who, to the Trust's knowledge, owned beneficially or of record more than 5% of
any class of a Fund's total outstanding shares and their aggregate ownership of
the Fund's total outstanding shares as of January 19, 2000.

24
<PAGE> 76

<TABLE>
<CAPTION>
NAME AND ADDRESS NAME OF FUND/CLASS NUMBER OF SHARES % OF CLASS/FUND

<S> <C> <C> <C>
Stephen A. Lieber U.S. Fund / Y 268,253.787 16.950
1210 Greacon Point Rd.
Mamaroneck, NY 10543-4613

Charles Schwab & Co. Inc. U.S. Fund / Y 252,513.806 15.956
Special Custody Account for Benefit of
Customers
Reinvest Account
101 Montgomery St.
San Francisco, CA 94104-4122

The Essel Foundation U.S. Fund / Y 320,437.576 20.248
1210 Greacen Point Rd.
Mamaroneck, NY 10543-4613

Samuel A. Lieber U.S. Fund / Y 99,739.134 6.302
2 Beach Avenue
Larchmont, NY 10538-4005

Constance E. Lieber U.S. Fund / Y 92,061.019 5.817
1210 Greacen Point Rd
Mamaroneck, NY 10543-4613

PaineWebber FBO U.S. Fund / A 11,425.479 6.744
The Felvis Foundation
2413 Maconda
Houston, TX 77027-4009

Paine Webber FBO U.S. Fund / A 27,414.34 16.180
Jack Watson
and Linda Watson
11595 N Meridian St Apt 250
Carmel IN 46032

MLPF&S for the sole benefit U.S. Fund / B 24,420.073 10.197
Of its Customers
Attn: Fund Administration

4800 Deer Lake Dr. E 2nd
Jacksonville, FL 32246-6484

MLPF&S for the sole benefit of its Customers U.S. Fund / C 4,906.648 8.245
Attn: Fund Administration
</TABLE>

25
<PAGE> 77

<TABLE>
<S> <C> <C> <C>
4800 Deer Lake Dr. E 2nd
Jacksonville, FL 32246-6484

Stephen A. Lieber International Fund 944,921.658 38.622
1210 Greacon Point Rd. / Y
Mamaroneck, NY 10543-4613

Charles Schwab & Co. Inc. International Fund 171,949.188 7.028
Special Custody Account for the Exclusive / Y
Benefit of Customers
Reinvest Account Mut Fds Dept
Attn: Mutual Funds Dept
101 Montgomery St.
San Francisco, CA 94104-4122

The Essel Foundation International Fund 172,346.763 7.044
1210 Greacen Point Rd. / Y
Mamaroneck, NY 10543-4693

Samuel A. Lieber International Fund 168,559.246 6.88
2 Beach Ave. / Y
Larchmont, NY 10538-4005

Charles Schwab & Co. Inc. International Fund 3,854.017 15.915
Special Custody Account for the Exclusive / A
Benefit of Customers
Attn: Mutual Funds Dept.
101 Montgomery St.
San Francisco, CA 94104-4122

Fifth Third Bank Ttee Agt. International Fund 2,897.852 11.966
FBO Ben C. Kaufmann / A
A/C 38-0-6202337
U/A DTD 5/11/95
P.O. Box 630074
Cincinnati, OH 45263

First Union Natl Bank IN International Fund 1,692.264 6.988
Deborah R. Shore IRA / A
5706 Cricket Place
McLean, VA 22101

First Union Natl Bank IN International Fund 1,665.177 6.876
Harris T. Shore IRA / A
5706 Cricket Place
McLean, VA 22101

Donaldson Lufkin Jenrette International 3,380.145 13.958
</TABLE>

26
<PAGE> 78

<TABLE>
<S> <C> <C> <C>
Securities Corporation Inc. Fund / B
P.O. Box 2052
Jersey City, NJ 07303-9998

MLPF&S for the sole benefit International Fund 1,400.000 10.111
Of its Customers / B
Attn: Fund Administration
4800 Deer Lake Dr. E. 3rd Floor
Jacksonville, FL 32246-6484

Donaldson Lufkin Jenrette International Fund 3,357.958 24.253
Securities Corporation Inc. / B
P.O. Box 2052
Jersey City, NJ 07303-9998

First Union Natl Bank International Fund 1,166.495 8.425
Cust John M Reed IRA / B
9501 Chatterleigh Dr.
Richmond, VA 23233

NFSC FEBO #OKS-628913 International Fund 1,212.611 8.75
NFSC/FMTC IRA Rollover / B
FBO Theodore C. Fleming
1007 Sierra Vista Ct.
Burleson, TX 76028-4061

NFSC FEBO ONC 873667 International Fund 801.282 5.787
John Delee / B
708 Long View Ave.
White Plains, NY 10605

Donaldson Lufkin Jenrette International Fund 716.332 13.576
Securities Corporation Inc. / C
P.O. Box 2052
Jersey City, NJ 07303-9998

Peter J. Haigh International Fund 1,552.795 29.430
Ann Haigh JTWROS / C
310 S. Highland Ave.
Pittsburgh, PA 15206-4232

NFSC FEBO ONC 697583 International Fund 376.506 7.136
Peter J. Healey / C
154 Sanford Ln
Stamford, CT 06905

Stephen A. Lieber Income Fund / 51,185.970 11.964
</TABLE>

27
<PAGE> 79

<TABLE>
<S> <C> <C> <C>
1210 Greacen Point Rd Y
Mamaroneck

Samuel A. Lieber Income Fund / Y 51,185.970 11.964
2 Beach Ave.
Larchmont, NY 10538-4005

Samuel A. Lieber Income Fund / Y 51,185.970 11.964
Janice Ruth Lieber Trust
1210 Greacen Point Rd..
Mamaroneck, NY 10543-4613

Balsa & Co. Income Fund / Y 153,170.291 35.802
P.O. Box 1768 Grand Central Station
New York, NY 10163

BISYS Fund Services Ohio Inc. Income Fund / A 107.238 100.000
3435 Stelzer Rd
Columbus, OH 43219

BISYS Fund Services Ohio Inc. Income Fund / B 106.824 100.000
3435 Stelzer Rd
Columbus, OH 43219
</TABLE>

As a result of his direct and beneficial ownership of 38.622%
of the outstanding Class Y shares of Alpine International Real Estate Equity
Fund on January 19, 2000, Stephen A. Lieber may be deemed to "control" the Fund
as that term is defined in the 1940 Act.

As a result of their direct and beneficial ownership of
29.430% of the outstanding Class C shares of Alpine International Real Estate
Equity Fund on January 19, 2000, Peter J. Haigh & Ann Haigh may be deemed to
"control" the Fund as that term is defined in the 1940 Act.

As a result of its direct and beneficial ownership of 35.802%
of the outstanding Class Y shares of Alpine Realty Income & Growth Fund on
January 19, 2000, Balsa & Co. may be deemed to "control" the Fund as that term
is defined in the 1940 Act.

As a result of its direct and beneficial ownership of 100.00%
of the outstanding Class A and Class B shares of Alpine Realty Income & Growth
Fund on January 19, 2000, BISYS Fund Services Ohio Inc. may be deemed to
"control" the Fund as that term is defined in the 1940 Act.

INVESTMENT ADVISER

The management of each Fund is supervised by the Trustees of
the Trust. Alpine Management & Research, LLC provides investment advisory
services to the Funds pursuant to Investment Advisory Agreements entered into
with the Trust (the "Advisory Agreements").

28
<PAGE> 80

The Adviser, located at 122 East 42nd Street, New York, New
York 10168, is a Delaware limited liability company. It was formed for the
purpose of providing investment advisory and management services to investment
companies (including the Funds) and other advisory clients. The sole member and
controlling person of the Adviser is Mr. Samuel A. Lieber. Mr. Lieber was
previously associated with EAM, the former investment adviser of the U.S. Fund
and the International Fund, and was primarily responsible for investment
advisory services provided to those Funds.

Under the Advisory Agreements, the Adviser has agreed to
furnish reports, statistical and research services and recommendations with
respect to each Fund's portfolio of investments. In addition, the Adviser
provides office facilities to the Funds and performs a variety of administrative
services. Each Fund pays the cost of all of its other expenses and liabilities,
including expenses and liabilities incurred in connection with maintaining its
registration under the 1933 Act, and the 1940 Act, printing prospectuses (for
existing shareholders) as they are updated, state qualifications, mailings,
brokerage, custodian and stock transfer charges, printing, legal and auditing
expenses, expenses of shareholder meetings and reports to shareholders. The
Adviser pays the costs of printing and distributing prospectuses used for
prospective shareholders.

The method of computing the investment advisory fee for each
Fund is described in the Prospectuses. The advisory fees paid by the Funds to
EAM and the Adviser for the three most recent fiscal periods were as follows:

<TABLE>
<CAPTION>
U.S. FUND YEAR ENDED YEAR ENDED YEAR ENDED
9/30/99 9/30/98 9/30/97

<S> <C> <C> <C>
Advisory Fee $339,537 $404,095 $156,812
Waiver 0 0 ( 106,421)
------------------ ------------------ ------------------
Net Advisory Fee $339,537 $404,095 $50,391
================== ================== ==================

Expense Reimbursement
$0 $5,994 $10,294
------------------ ------------------ ------------------
</TABLE>

<TABLE>
<CAPTION>
INTERNATIONAL FUND YEAR ENDED YEAR ENDED YEAR ENDED
10/31/99 10/31/98 10/31/97

<S> <C> <C> <C>
Advisory Fee $373,589 $379,071 $410,740
Waiver 0 0 (33,874)
------------------ ------------------ ------------------
Net Advisory Fee $373,589 $379,071 $376,866
================== ================== ==================

Expense Reimbursement $0 $0 $0
- -------------------------- ------------------ ------------------ ------------------
</TABLE>

29
<PAGE> 81

INCOME & GROWTH FUND PERIOD ENDED
10/31/99

Advisory Fee $26,862
Waiver 19,943
------------------
Net Advisory Fee $6,919
==================

Expense Reimbursement $52,787
- -------------------------- ------------------

Each Advisory Agreement is terminable, without the payment of
any penalty, on sixty days' written notice, by a vote of the holders of a
majority of the Fund's outstanding shares, or by a vote of a majority of the
Trustees or by the Adviser. The Advisory Agreements provide that they will
automatically terminate in the event of their assignment. Each Advisory
Agreement provides in substance that the Adviser shall not be liable for any
action or failure to act in accordance with its duties thereunder in the absence
of willful misfeasance, bad faith or gross negligence on the part of the Adviser
or of reckless disregard of its obligations thereunder.

The U.S. Fund's and the International Fund's Advisory
Agreements became effective on February 17, 1998 and have initial terms of two
years. The agreements were approved by the persons then serving as Trustees,
including a majority of the Trustees who were not "interested persons" of the
Trust, as defined by the 1940 Act ("Independent Trustees"), on December 17, 1998
and were approved by shareholders of each Fund at a meeting held on February 17,
1998. The Income and Growth Fund's Investment Advisory Agreement also has an
initial term of two years and was approved by the Trustees, including a majority
of the Independent Trustees, on April 13, 1998. Each Advisory Agreement may be
continued in effect from year to year after its initial term, provided that its
continuance is approved annually by the Trustees or by a majority of the
outstanding voting shares of the Fund, and in each case is also approved by a
majority of the Independent Trustees by vote cast in person at a meeting duly
called for the purpose of voting on such approval.

Certain other clients of the Adviser may have investment
objectives and policies similar to those of the Funds. The Adviser may, from
time to time, make recommendations which result in the purchase or sale of a
particular security by its other clients simultaneously with a Fund. If
transactions on behalf of more than one client during the same period increase
the demand for securities being purchased or the supply of securities being
sold, there may be an adverse effect on price or quantity. It is the policy of
the Adviser to allocate advisory recommendations and the placing of orders in a
manner which is deemed equitable by the Adviser to the accounts involved,
including the Funds. When two or more clients of the Adviser are purchasing or
selling the same security on a given day from the same broker-dealer, such
transactions may be averaged as to price.

The Funds have adopted procedures under Rule 17a-7 of the 1940
Act to permit purchase and sales transactions to be effected between each Fund
or between a Fund and certain other accounts that are managed by the Adviser.
Each Fund may from time to time engage in such transactions in accordance with
these procedures.

30
<PAGE> 82

DISTRIBUTION PLANS

Each Fund has entered into a distribution agreement with BISYS
Fund Services Limited Partnership (the "Distributor"), pursuant to which the
Distributor has been retained to distribute shares of the Funds.

Reference is made to "DISTRIBUTION ARRANGEMENTS" in the
Prospectus for the Class A and Class B shares of the Funds for additional
disclosure regarding the Funds' distribution arrangements. Distribution fees are
accrued daily and paid monthly on the Class A and Class B shares and are charged
as class expenses, as accrued. The distribution fees attributable to the Class B
shares are designed to permit an investor to purchase such shares through
broker-dealers without the assessment of a front-end sales charge, while at the
same time permitting the Distributor to compensate broker-dealers in connection
with the sale of such shares. In this regard, the purpose and function of the
combined contingent deferred sales charge and distribution services fee on the
Class B shares are similar to those of the front-end sales charge and
distribution fee with respect to the Class A shares in that the sales charge
and/or distribution fee provide for the financing of the distribution of the
Fund's shares.

Under the Rule 12b-1 Distribution Plans that have been adopted
by the Funds with respect to their Class A and Class B shares (each a "Plan" and
collectively, the "Plans"), the Treasurer of the Trust reports the amounts
expended under the Plans and the purposes for which such expenditures were made
to the Trustees of the Trust for their review on a quarterly basis. Also, each
Plan provides that the selection and nomination of the Independent Trustees are
committed to the discretion of such Independent Trustees then in office.

The Adviser may from time to time and from its own funds or
such other resources as may be permitted by rules of the SEC make payments for
distribution services to the Distributor or to brokers and financial
intermediaries; the Distributor may in turn pay part or all of such amounts
received to brokers or other persons for their distribution assistance.

The U.S. Fund and International Fund commenced offering Class
A and Class B shares on January 3, 1995. The Plan with respect to these Funds
became effective on December 30, 1994, and was initially approved by the sole
shareholder of each class of shares of these Funds with respect to which a Plan
was adopted on that date and by the unanimous vote of the Trustees of the Trust,
including a majority of the Independent Trustees, at a meeting called for that
purpose and held on December 13, 1994.

The Income and Growth Fund commenced offering Class A and
Class B shares on December 29, 1998. The Plan with respect to the Income and
Growth Fund was initially approved and adopted by the unanimous vote of the
Trustees of the Trust, including a majority of the Independent Trustees, at a
meeting called for that purpose and held on April 13, 1998.

The Distribution Agreement between the Funds and the
Distributor, pursuant to which distribution fees are paid under the Plan by each
Fund with respect to its Class A and Class B shares was approved at the April
13, 1998 meeting by the unanimous vote of the Trustees, including a majority of
the Independent Trustees.

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Each Plan and Distribution Agreement will continue in effect
for successive twelve-month periods; provided, however, that such continuance is
specifically approved at least annually by the Trustees of the Trust or by vote
of the holders of a majority of the outstanding voting securities of that class,
and, in either case, by a majority of the Independent Trustees.

The Plans permit the payment of fees to brokers and others for
distribution and shareholder-related administrative services and to
broker-dealers, depository institutions, financial intermediaries and
administrators for administrative services as to Class A and Class B. The Plans
are designed to (i) stimulate brokers to provide distribution and administrative
support services to the Funds and holders of Class A and Class B shares and (ii)
stimulate administrators to render administrative support services to the Funds
and holders of Class A and Class B shares. The administrative services are
provided by a representative who has knowledge of the shareholder's particular
circumstances and goals, and include, but are not limited to, providing office
space, equipment, telephone facilities, and various personnel including
clerical, supervisory, and computer, as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries regarding Class A and Class B shares;
assisting clients in changing dividend options, account designations, and
addresses; and providing such other services as the Fund reasonably requests for
its Class A and Class B shares.

In the event that a Plan or Distribution Agreement of a Fund
is terminated or not continued with respect to one or more classes of a Fund,
(i) no distribution fees (other than current amounts accrued but not yet paid)
would be owed by the Fund to the Distributor with respect to that class or
classes, and (ii) the Fund would not be obligated to pay the Distributor for any
amounts expended under the Distribution Agreement not previously recovered by
the Distributor from distribution services fees in respect of shares of such
class or classes through deferred sales charges.

All material amendments to any Plan or Distribution Agreement
must be approved by a vote of the Trustees of the Trust or the holders of the
Fund's outstanding voting securities, voting separately by class, and in either
case, by a majority of the Independent Trustees, cast in person at a meeting
called for the purpose of voting on such approval; and any Plan or Distribution
Agreement may not be amended to increase materially the costs that a particular
class of shares of a Fund may bear pursuant to the Plan or Distribution
Agreement without the approval of a majority of the holders of the outstanding
voting shares of the class affected. Any Plan or Distribution Agreement may be
terminated (a) by a Fund without penalty at any time by a majority vote of the
holders of the outstanding voting securities of the Fund, voting separately by
class or by a majority vote of the Independent Trustees or (b) by the
Distributor. To terminate any Distribution Agreement, any party must give the
other parties 60 days' written notice; to terminate a Plan only, the Fund need
give no notice to the Distributor. Any Distribution Agreement will terminate
automatically in the event of its assignment.

The International Fund incurred distribution and shareholder
services fees pursuant to its Rule 12b-1 Plan on behalf of Class A and Class B
shares, of $794 and $ 2,356, respectively, for the fiscal year ended October 31,
1999.

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<PAGE> 84

The U.S. Fund incurred distribution and shareholder services
fees pursuant to its Rule 12b-1 Plan on behalf of Class A and Class B shares of
$ 10,173 and $48,157, respectively, for the fiscal year ended September 30,
1999.

The Income and Growth Fund incurred distribution and
shareholder services fees pursuant to its Rule 12b-1 Plan on behalf of Class A
and Class B shares, of $3 and $80, respectively, for the period ended October
31, 1999.

ALLOCATION OF BROKERAGE

Decisions regarding the placement of orders to purchase and
sell investments for the Funds are made by the Adviser, subject to the
supervision of the Trustees. A substantial portion of the transactions in equity
securities for the U.S. Fund and Income and Growth Fund will occur on domestic
stock exchanges. A substantial portion of the transactions in equity securities
for the International Fund will occur on foreign stock exchanges. Transactions
on stock exchanges involve the payment of brokerage commissions. In transactions
on stock exchanges in the United States and some foreign exchanges, these
commissions are negotiated. However, on many foreign stock exchanges these
commissions are fixed. In the case of securities traded in the foreign and
domestic over-the-counter markets, there is generally no stated commission, but
the price usually includes an undisclosed commission or markup. Over-the-counter
transactions will generally be placed directly with a principal market maker,
although the Fund may place an over-the-counter order with a broker-dealer if a
better price (including commission) and execution are available.

It is anticipated that most purchase and sale transactions
involving fixed income securities will be with the issuer or an underwriter or
with major dealers in such securities acting as principals. Such transactions
are normally on a net basis and generally do not involve payment of brokerage
commissions. However, the cost of securities purchased from an underwriter
usually includes a commission paid by the issuer to the underwriter. Purchases
or sales from dealers will normally reflect the spread between the bid and ask
price.

The policy of the Funds regarding purchases and sales of
securities is that primary consideration will be given to obtaining the most
favorable prices and efficient executions of transactions. Consistent with this
policy, when securities transactions are effected on a stock exchange, the
Funds' policy is to pay commissions which are considered fair and reasonable
without necessarily determining that the lowest possible commissions are paid in
all circumstances. The Board of Trustees of the Trust believes that a
requirement always to seek the lowest commission cost could impede effective
management and preclude the Funds and the Adviser from obtaining high quality
brokerage and research services. In seeking to determine the reasonableness of
brokerage commissions paid in any transaction, the Adviser may rely on its
experience and knowledge regarding commissions generally charged by various
brokers and on their judgment in evaluating the brokerage and research services
received from the broker effecting the transaction. Such determinations are
necessarily subjective and imprecise, as in most cases an exact dollar value for
those services is not ascertainable.

In seeking to implement the Funds' policies, the Adviser
effects transactions with those brokers and dealers who it believes provide the
most favorable prices and which are

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<PAGE> 85

capable of providing efficient executions. If the Adviser believes such price
and execution are obtainable from more than one broker or dealer, it may give
consideration to placing transactions with those brokers and dealers who also
furnish research or research related services to the Funds or the Adviser. Such
services may include, but are not limited to, any one or more of the following:
information as to the availability of securities for purchase or sale;
statistical or factual information or opinions pertaining to investments; wire
services; and appraisals or evaluations of securities. The information and
services received by the Adviser from brokers and dealers may be of benefit in
the management of accounts of other clients and may not in all cases benefit the
Funds directly. While such services are useful and important in supplementing
its own research and facilities, the Adviser believes the value of such services
is not determinable and does not significantly reduce its expenses.

ADDITIONAL TAX INFORMATION
(See also "DIVIDENDS, DISTRIBUTIONS AND TAXES" in the Prospectuses)

Each Fund has qualified and intends to continue to qualify for
and elect the tax treatment applicable to regulated investment companies ("RIC")
under Subchapter M of the Code. (Such qualification does not involve supervision
of management or investment practices or policies by the Internal Revenue
Service.) In order to qualify as a regulated investment company, a Fund must,
among other things, (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to proceeds from securities loans, gains from
the sale or other disposition of securities or foreign currencies and other
income (including gains from options, futures or forward contracts) derived with
respect to its business of investing in such securities and (b) diversify its
holdings so that, at the end of each quarter of its taxable year, (i) at least
50% of the market value of the Fund's total assets is represented by cash, U.S.
government securities and other securities limited in respect of any one issuer,
to an amount not greater than 5% of the Fund's total assets and 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its total assets is invested in the securities of any one issuer (other
than U.S. government securities and securities of other regulated investment
companies). By so qualifying, a Fund is not subject to Federal income tax if it
timely distributes its investment company taxable income and any net realized
capital gains. A 4% nondeductible excise tax will be imposed on a Fund to the
extent it does not meet certain distribution requirements by the end of each
calendar year. Each Fund anticipates meeting such distribution requirements.

Dividends paid by a Fund from investment company taxable
income generally will be taxed to the shareholders as ordinary income.
Investment company taxable income includes net investment income and net
realized short-term gains (if any). Any dividends received by a Fund from
domestic corporations will constitute a portion of the Fund's gross investment
income. It is anticipated that this portion of the dividends paid by a Fund will
qualify for the 70% dividends-received deduction for corporations. Shareholders
will be informed of the amounts of dividends which so qualify.

Distributions of the excess of net long-term capital gain over
net short-term capital loss are taxable to shareholders (who are not exempt from
tax) as long-term capital gain, regardless of the length of time the shares of a
Fund have been held by such shareholders. Short-

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<PAGE> 86

term capital gains distributions are taxable to shareholders who are not exempt
from tax as ordinary income. Such distributions are not eligible for the
dividends-received deduction. Any loss recognized upon the sale of shares of a
Fund held by a shareholder for six months or less will be treated as a long-term
capital loss to the extent that the shareholder received a long-term capital
gain distribution with respect to such shares.

Distributions will be taxable as described above to
shareholders (who are not exempt from tax), whether made in shares or in cash.
Shareholders which receive distributions in the form of additional shares will
have a cost basis for Federal income tax purposes in each share so received
equal to the net asset value of a share of a Fund on the reinvestment date.

Distributions by each Fund result in a reduction in the net
asset value of the Fund's shares. Should a distribution reduce the net asset
value below a shareholder's cost basis, such distribution nevertheless would be
taxable as ordinary income or capital gain as described above to shareholders
(who are not exempt from tax), even though, from an investment standpoint, it
may constitute a return of capital. In particular, investors should be careful
to consider the tax implications of buying shares just prior to a distribution.
The price of shares purchased at that time includes the amount of the
forthcoming distribution. Those purchasing just prior to a distribution will
then receive what is in effect a return of capital upon the distribution which
will nevertheless be taxable to shareholders subject to taxes.

Upon a sale or exchange of its shares, a shareholder will
realize a taxable gain or loss depending on its basis in the shares. Such gain
or loss will be treated as a capital gain or loss if the shares are capital
assets in the investor's hands and will be a long-term capital gain or loss if
the shares have been held for more than one year. Generally, any loss realized
on a sale or exchange will be disallowed to the extent shares disposed of are
replaced within a period of sixty-one days beginning thirty days before and
ending thirty days after the shares are disposed of. Any loss realized by a
shareholder on the sale of shares of the Fund held by the shareholder for six
months or less will be disallowed to the extent of any exempt interest dividends
received by the shareholder with respect to such shares, and will be treated for
tax purposes as a long-term capital loss to the extent of any distributions of
net capital gains received by the shareholder with respect to such shares.

All distributions, whether received in shares or cash, must be
reported by each shareholder on his or her Federal income tax return. Each
shareholder should consult his or her own tax adviser to determine the state and
local tax implications of Fund distributions.

Shareholders who fail to furnish their taxpayer identification
numbers to a Fund and to certify as to its correctness and certain other
shareholders may be subject to a 31% Federal income tax backup withholding
requirement on dividends, distributions of capital gains and redemption proceeds
paid to them by the Fund. If the backup withholding provisions are applicable,
any such dividends or capital gain distributions to these shareholders, whether
taken in cash or reinvested in additional shares, and any redemption proceeds
will be reduced by the amounts required to be withheld. Investors may wish to
consult their own tax advisers about the applicability of the backup withholding
provisions. The foregoing discussion relates solely to U.S. Federal income tax
law as applicable to U.S. persons (i.e., U.S. citizens and residents and U.S.
domestic corporations, partnerships, trusts and estates). It does not reflect
the special tax

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<PAGE> 87

consequences to certain taxpayers (e.g., banks, insurance companies, tax exempt
organizations and foreign persons). Shareholders are encouraged to consult their
own tax advisers regarding specific questions relating to Federal, state and
local tax consequences of investing in shares of a Fund. Each shareholder who is
not a U.S. person should consult his or her tax adviser regarding the U.S. and
foreign tax consequences of ownership of shares of a Fund, including the
possibility that such a shareholder may be subject to a U.S. withholding tax at
a rate of 30% (or at a lower rate under a tax treaty) on amounts treated as
income from U.S. sources under the Code.

Special Tax Considerations

Each Fund maintains accounts and calculates income in U.S.
dollars. In general, gains or losses on the disposition of debt securities
denominated in a foreign currency that are attributable to fluctuations in
exchange rates between the date the debt security is acquired and the date of
disposition, gains and losses attributable to fluctuations in exchange rates
that occur between the time a Fund accrues interest or other receivables or
accrues expenses or other liabilities denominated in a foreign currency and the
time the Fund actually collects such receivable or pays such liabilities, and
gains and losses from the disposition of foreign currencies and foreign currency
forward contracts will be treated as ordinary income or loss. These gains or
losses increase or decrease, respectively, the amount of a Fund's investment
company taxable income available to be distributed to its shareholders as
ordinary income.

Each Fund's transactions in foreign currencies, forward
contracts, options and futures contracts (including options and futures
contracts on foreign currencies) are subject to special provisions of the Code
that, among other things, may affect the character of gains and losses of the
Fund (i.e., may affect whether gains or losses are ordinary or capital),
accelerate recognition of income to the Fund and defer Fund losses. These rules
could therefore affect the character, amount and timing of distributions to
shareholders. These provisions also (a) require a Fund to mark-to-market certain
types of positions in its portfolio (i.e., treat them as if they were closed
out) and (b) may cause a Fund to recognize income without receiving cash with
which to pay dividends or make distributions in amounts necessary to satisfy the
distribution requirements for avoiding U.S. Federal income and excise taxes.
Each Fund will monitor its transactions, make appropriate tax elections and make
appropriate entries in its books and records when it acquires any foreign
currency, forward contract, option, futures contract or hedged investment in
order to mitigate the effect of these rules. The Funds anticipate that their
hedging activities will not adversely affect their regulated investment company
status.

Income received by a Fund from sources within various foreign
countries may be subject to foreign income tax. If more than 50% of the value of
a Fund's total assets at the close of its taxable year consists of the stock or
securities of foreign corporations, the Fund may elect to "pass through" to the
Fund's shareholders the amount of foreign income taxes paid by the Fund.
Pursuant to such election, shareholders would be required: (i) to treat a
proportionate share of dividends paid by the Fund which represent foreign source
income received by the Fund plus the foreign taxes paid by the Fund as foreign
source income; and (ii) either to deduct their pro-rata share of foreign taxes
in computing their taxable income, or to use it as a foreign tax credit against
Federal income taxes (but not both). No deduction for foreign taxes could be
claimed by a shareholder who does not itemize deductions.

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<PAGE> 88

Each Fund intends to meet for each taxable year the
requirements of the Code to "pass through" to its shareholders foreign income
taxes paid if it is determined by the Adviser to be beneficial to do so. There
can be no assurance that the Fund will be able to pass through foreign income
taxes paid. Each shareholder will be notified within 60 days after the close of
each taxable year of the Fund whether the foreign taxes paid by the Fund will
"pass through" for that year, and, if so, the amount of each shareholder's
pro-rata share (by country) of (i) the foreign taxes paid and (ii) the Fund's
gross income from foreign sources. Of course, shareholders who are not liable
for Federal income taxes, such as retirement plans qualified under Section 401
of the Code, generally will not be affected by any such "pass through" of
foreign tax credits.

Each Fund may invest in equity interests of certain entities
that may qualify as "passive foreign investment companies". Generally, the
income of such companies may become taxable to the Fund prior to the receipt of
distributions, or, alternatively, income taxes and interest charges may be
imposed on the Fund on "excess distributions" received by the Fund or on gain
from the disposition of such investments by the Fund. The Code generally allows
the Funds to elect to mark to market and recognize gains on such investments at
each Fund's taxable year end. Each Fund will take steps to minimize income taxes
and interest charges arising from such investments. Application of these rules
may cause a Fund to recognize income without receiving cash with which to pay
dividends or make distributions in amounts necessary to satisfy the distribution
requirements for avoiding U.S. Federal income and excise taxes. Each Fund will
monitor its investments in equity interests in "passive foreign investment
companies" to ensure its ability to comply with these distribution requirements.

NET ASSET VALUE

The following information supplements that set forth in the
Funds' Prospectuses in the Section entitled "HOW TO BUY SHARES - How the Funds
Value Their Shares".

The public offering price of shares of each class of each Fund
is net asset value per share, plus, in the case of Class A shares, a sales
charge which will vary depending on the purchase alternative chosen by the
investor, as more fully described in the Prospectus. See "HOW TO BUY SHARES -
Class A Shares - Front-End Sales Charge Alternative." The net asset value per
share of each class of shares of each Fund is separately computed. On each Fund
business day on which a purchase or redemption order is received by a Fund and
trading in the types of securities in which a Fund invests might materially
affect the value of Fund shares, the per share net asset values of shares of
each Fund is computed as of the close of regular trading on the New York Stock
Exchange (the "Exchange") (currently 4:00 p.m. Eastern time) by dividing the
value of the Fund's total assets, less its liabilities, by the total number of
its shares then outstanding. A Fund business day is any weekday, exclusive of
national holidays on which the Exchange is closed and Good Friday. For each
Fund, securities for which the primary market is on a domestic or foreign
exchange and over-the-counter securities admitted to trading on the NASDAQ
National List are valued at the last quoted sale or, if no sale, at the mean of
closing bid and asked price and portfolio bonds are presently valued by a
recognized pricing service when such prices are believed to reflect the fair
value of the security. Over-the-counter securities not included in the NASDAQ
National List for which market quotations are readily available are valued at a
price quoted by one or more brokers. If accurate quotations are not available or
if

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<PAGE> 89

market quotations are not readily available, securities will be valued at fair
value determined in good faith by the Board of Trustees.

The respective per share net asset values of each class of a
Fund's shares may not be the same. The per share net asset values of the Class B
shares may be lower than the per share net asset value of the Class A shares
(and, in turn, that of Class A shares may be lower than Class Y shares) as a
result of the greater daily expense accruals, relative to Class A and Class Y
shares, of Class B shares relating to distribution services fees and the fact
that Class Y shares bear no distribution or shareholder service related fees.
While it is expected that, in the event each class of shares of a Fund realizes
net investment income or does not realize a net operating loss for a period, the
per share net asset values of the four classes will tend to converge immediately
after the payment of dividends, which dividends will differ by approximately the
amount of the expense accrual differential among the classes, there is no
assurance that this will be the case. In the event one or more classes of a Fund
experiences a net operating loss for any fiscal period, the net asset value per
share of such class or classes will remain lower than that of classes that
incurred lower expenses for the period.

To the extent that a Fund invests in non-U.S. dollar
denominated securities, the value of all assets and liabilities not denominated
in United States dollars will be translated into United States dollars at the
mean between the buying and selling rates of the currency in which such a
security is denominated against United States dollars last quoted by any major
bank. If such quotations are not available, the rate of exchange will be
determined in accordance with policies established by the Trust. Trading in
securities on European and Far Eastern securities exchanges and over-the-counter
markets is normally completed well before the close of business on each business
day in New York. In addition, European or Far Eastern securities trading
generally or in a particular country or countries may not take place on all
business days in New York. Furthermore, trading takes place in various foreign
markets on days which are not business days in New York and on which net asset
value is not calculated. Such calculation does not take place contemporaneously
with the determination of the prices of the majority of the portfolio securities
used in such calculation. Events affecting the values of portfolio securities
that occur between the time their prices are determined and the close of the
Exchange will not be reflected in a Fund's calculation of net asset value unless
the Trustees deem that the particular event would materially affect net asset
value, in which case an adjustment will be made. Securities transactions are
accounted for on the trade date, the date the order to buy or sell is executed.
Dividend income and other distributions are recorded on the ex-dividend date,
except certain dividends and distributions from foreign securities which are
recorded as soon as a Fund is informed after the ex-dividend date.

PURCHASE OF SHARES

The following information supplements that set forth in the
Funds' Prospectuses under the heading "HOW TO BUY SHARES".

General

Class Y shares of the Funds are offered on a continuous basis
by the Distributor at a price equal to their net asset value without any
front-end, level load or contingent sales charges.

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<PAGE> 90

Shares of each Fund will be offered on a continuous basis at a price equal to
their net asset value plus, in the case of Class A shares, an initial sales
charge at the time of purchase (the "front-end sales charge alternative"), and
in the case of Class B shares with a contingent deferred sales charge (the
"deferred sales charge alternative"), as described below. Class A and Class B
shares of each Fund are offered on a continuous basis through (i) investment
dealers that are members of the National Association of Securities Dealers, Inc.
and have entered into selected dealer agreements with the Distributor ("selected
dealers"), (ii) depository institutions and other financial intermediaries or
their affiliates, that have entered into selected agent agreements with the
Distributor ("selected agents"), or (iii) the Distributor. Investors may
purchase Class Y shares of the Funds at net asset value by mail or wire as
described in the Prospectus for Class Y shares.

In addition, each Fund has authorized one or more brokers to
accept on a Fund's behalf purchase and redemption orders of Class A and Class Y
shares ("authorized brokers"). Such authorized brokers may designate other
intermediaries to accept purchase and redemption orders of Class A and Class Y
shares on each Fund's behalf . A Fund will be deemed to have received a purchase
or redemption order when an authorized broker or, if applicable, an authorized
broker's designee, accepts the order. Such orders will be priced at the net
asset value next computed after they are accepted by an authorized broker or the
broker's authorized designee.

The minimum initial investment in each Fund is $1,000; there
is no minimum for subsequent investments. Investors may use the Share Purchase
Application available from the Distributor for his or her initial investment.
Sales personnel of selected dealers and agents distributing a Fund's shares may
receive differing compensation for selling Class A and Class B shares.

Investors may purchase shares of a Fund in the United States
either through selected dealers or agents or directly through the Distributor. A
broker may impose transaction fees on the purchase and/or sale of Fund shares. A
Fund reserves the right to suspend the sale of its shares to the public in
response to conditions in the securities markets or for other reasons.

Each Fund will accept unconditional orders for its shares to
be executed at the public offering price equal to the net asset value next
determined (plus for Class A shares, the applicable sales charges), as described
below. Orders received by the Distributor prior to the close of regular trading
on the Exchange on each day the Exchange is open for trading are priced at the
net asset value computed as of the close of regular trading on the Exchange on
that day (plus for Class A shares the sales charges). In the case of orders for
purchase of shares placed through selected dealers or agents, the applicable
public offering price will be the net asset value as so determined, but only if
the selected dealer or agent receives the order prior to the close of regular
trading on the Exchange and transmits it to the Distributor prior to its close
of business that same day (normally 5:00 p.m. Eastern time). The selected dealer
or agent is responsible for transmitting such orders by 5:00 p.m. If the
selected dealer or agent fails to do so, the investor's right to that day's
closing price must be settled between the investor and the selected dealer or
agent. If the selected dealer or agent receives the order after the close of
regular trading on the Exchange, the price will be based on the net asset value
determined as of the close of regular trading on the Exchange on the next day it
is open for trading.

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<PAGE> 91

Alternative Purchase Arrangements

The Funds each issue three classes of shares: (i) Class A
shares, which are sold to investors choosing the front-end sales charge
alternative; (ii) Class B shares, which are sold to investors choosing the
deferred sales charge alternative; and (iii) Class Y shares, which are offered
without any front-end, deferred or level load sales charge. The classes of
shares of each Fund each represent interests in the same portfolio of
investments, have the same rights and are identical in all respects, except that
(i) Class A and Class B shares are subject to a Rule 12b-1 distribution fee,
(ii) Class A shares bear the expense of the front-end sales charge and Class B
shares bear the expense of the deferred sales charge, (iii) Class B shares bear
the expense of a higher Rule 12b-1 distribution services fee and shareholder
service fee than Class A shares and may also incur higher transfer agency costs,
(iv) each class of each Fund has exclusive voting rights with respect to
provisions of the Rule 12b-1 Plan pursuant to which its distribution services
(and, to the extent applicable, shareholder service) fee, if any, is paid which
relates to that class and other matters for which separate class voting is
appropriate under applicable law, provided that, if the Fund submits to a
simultaneous vote of Class A and Class B shareholders an amendment to the Rule
12b-1 Plan that would materially increase the amount to be paid thereunder with
respect to the Class A shares, the Class A shareholders and the Class B
shareholders will vote separately by class, and (v) only the Class B shares are
subject to a conversion feature. Each class has different exchange privileges
and certain different shareholder service options available.

With respect to Class A and Class B shares, the alternative
purchase arrangements permit an investor to choose the method of purchasing
shares that is most beneficial given the amount of the purchase, the length of
time the investor expects to hold the shares, and other circumstances. Investors
should consider whether, during the anticipated life of their investment in the
Fund, the accumulated distribution services (and, to the extent applicable,
shareholder service) fee and contingent deferred sales charges on Class B shares
prior to conversion would be less than the front-end sales charge and
accumulated distribution services fee on Class A shares purchased at the same
time, and to what extent such differential would be offset by the higher return
of Class A shares. Class B shares will normally not be suitable for the investor
who qualifies to purchase Class A shares at the lowest applicable sales charge.
For this reason, the Distributor will reject any order for Class B shares
(except orders for Class B shares from certain retirement plans) for more than
$2,500,000.

Class A shares are subject to a lower distribution services
fee and no shareholder service fee and, accordingly, pay correspondingly higher
dividends per share than Class B shares. However, because front-end sales
charges are deducted at the time of purchase, investors purchasing Class A
shares would not have all their funds invested initially and, therefore, would
initially own fewer shares. Investors not qualifying for reduced front-end sales
charges who expect to maintain their investment for an extended period of time
might consider purchasing Class A shares because the accumulated continuing
distribution (and, to the extent applicable, shareholder service) charges on
Class B shares may exceed the front-end sales charge on Class A shares during
the life of the investment. Again, however, such investors must weigh this
consideration against the fact that, because of such front-end sales charges,
not all their funds will be invested initially.

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<PAGE> 92

Other investors might determine, however, that it would be
more advantageous to purchase Class B shares in order to have all their funds
invested initially, although remaining subject to higher continuing distribution
services (and, to the extent applicable, shareholder service) fees and being
subject to a contingent deferred sales charge for a six-year period. For
example, based on current fees and expenses, an investor subject to the 4.75%
front-end sales charge imposed by the Funds would have to hold his or her
investment approximately six years for the Class B distribution services (and,
to the extent applicable, shareholders service) fees, to exceed the front-end
sales charge plus the accumulated distribution services fee of Class A shares.
In this example, an investor intending to maintain his or her investment for a
longer period might consider purchasing Class A shares. This example does not
take into account the time value of money, which further reduces the impact of
the Class B distribution services (and, to the extent applicable, shareholder
service) fees on the investment, fluctuations in net asset value or the effect
of different performance assumptions.

With respect to each Fund, the Trustees have determined that
currently no conflict of interest exists between or among the Class A, Class B
and Class Y shares. On an ongoing basis, the Trustees, pursuant to their
fiduciary duties under the 1940 Act and state laws, will seek to ensure that no
such conflict arises.

Front-end Sales Charge Alternative--Class A Shares

The public offering price of Class A shares for purchasers
choosing the front-end sales charge alternative is the net asset value plus a
sales charge as set forth in the Prospectus for the Class A and Class B shares
of the Funds.

Shares issued pursuant to the automatic reinvestment of income
dividends or capital gains distributions are not subject to any sales charges.
The Fund receives the entire net asset value of its Class A shares sold to
investors. The Distributor's commission is the sales charge set forth in the
Prospectus, less any applicable discount or commission "reallowed" to selected
dealers and agents. The Distributor will reallow discounts to selected dealers
and agents in the amounts indicated in the table in the Prospectus. In this
regard, the Distributor may elect to reallow the entire sales charge to selected
dealers and agents for all sales with respect to which orders are placed with
the Distributor.

Set forth below is an example of the method of computing the offering
price of the Class A shares of each Fund. The example assumes a purchase of
Class A shares of a Fund aggregating less than $100,000 subject to the schedule
of sales charges set forth in the Prospectus at a price based upon the net asset
value of Class A shares of each Fund at the end of each Fund's latest fiscal
year.

<TABLE>
<CAPTION>
NET PER SHARE OFFERING PRICE PER
DATE ASSET VALUE SALES CHARGE SHARE

<S> <C> <C> <C> <C>
U.S. FUND 9/30/99 $10.93 4.75% $11.48

INTERNATIONAL FUND 10/31/99 $13.15 4.75% $13.81

INCOME & GROWTH 10/31/99 $9.91 4.75% 10.40
</TABLE>

41
<PAGE> 93

Prior to January 3, 1995, shares of the Funds were offered
exclusively on a no-load basis and, accordingly, no underwriting commissions
were paid in respect of sales of shares of the Fund or retained by the
Distributor. In addition, since Class B and Class C shares were not offered
prior to January 3, 1995, contingent deferred sales charges have been paid to
the Distributor with respect to Class B or Class C shares only since January 3,
1995.

With respect to the U.S. Fund, the following commissions were
paid to and amounts retained by the Distributor for the three fiscal years ended
September 30, 1999:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
U.S. FUND 9/30/99 9/30/98 9/30/97

<S> <C> <C> <C>
Commissions Received $5,428.46 $140,000 $98,931
Commissions Retained
$1,686.04 $102,000 $12,004
</TABLE>

With respect to the International Fund, the following
commissions were paid to and amounts were retained by the Distributor for the
three fiscal years ended October 31, 1999:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
INTERNATIONAL FUND 10/31/99 10/31/98 10/31/97

<S> <C> <C> <C>
Commissions Received $2,261.99 $0 $79,763
Commissions Retained $136.99 $0 $3,658
</TABLE>

With respect to the Income and Growth Fund, the following
commissions were paid to and amounts were retained by the Distributor for the
Fund's first fiscal year ended October 31, 1999:

YEAR ENDED
INCOME AND GROWTH FUND 10/31/99

Commissions Received $0
Commissions Retained
$0

Investors choosing the front-end sales charge alternative may
under certain circumstances be entitled to pay reduced sales charges. The
circumstances under which such investors may pay reduced sales charges are
described below.

COMBINED PURCHASE PRIVILEGE. Certain persons may qualify for
the sales charge reductions by combining purchases of Class A shares of two or
three Funds into a single "purchase", if the resulting "purchase" totals at
least $100,000. The term "purchase" refers to: (i) a single purchase by an
individual, or to concurrent purchases, which in the aggregate are at least
equal to the prescribed amounts, by an individual, his or her spouse and their
children under the age of 21 years purchasing shares for his, her or their own
account(s); (ii) a single purchase by a trustee or other fiduciary purchasing
shares for a single trust, estate or single fiduciary

42
<PAGE> 94

account although more than one beneficiary is involved; or (iii) a single
purchase for the employee benefit plans of a single employer. The term
"purchase" also includes purchases by any "company", as the term is defined in
the 1940 Act, but does not include purchases by any such company which has not
been in existence for at least six months or which has no purpose other than the
purchase of shares of a Fund or shares of other registered investment companies
at a discount. The term "purchase" does not include purchases by any group of
individuals whose sole organizational nexus is that the participants therein are
credit card holders of a company, policy holders of an insurance company,
customers of either a bank or broker-dealer or clients of an investment adviser.
A "purchase" may also include shares purchased at the same time through a single
selected dealer or agent of any Alpine Fund. Currently, the Alpine mutual funds
include:

Alpine U.S. Real Estate Equity Fund
Alpine International Real Estate Equity Fund
Alpine Realty Income and Growth Fund

CUMULATIVE QUANTITY DISCOUNT (RIGHT OF ACCUMULATION). An
investor's purchase of additional Class A shares of a Fund may qualify for a
Cumulative Quantity Discount. The applicable sales charge will be based on the
total of:

(i) the investor's current purchase;

(ii) the net asset value (at the close of business on the
previous day) of (a) all shares of the Fund held by
the investor (regardless of class) and (b) all such
shares of the other Funds held by the investor; and

(iii) the net asset value of all shares described in
paragraph (ii) owned by another shareholder eligible
to combine his or her purchase with that of the
investor into a single "purchase" (see above).

For example, if an investor owned Class A or Class B shares of
the U.S. Fund worth $200,000 at their then current net asset value and,
subsequently, purchased Class A shares of the International Fund worth an
additional $100,000, the sales charge for the $100,000 purchase would be the
2.50% rate applicable to a single $300,000 purchase of shares of the Fund,
rather than the 3.75% rate.

To qualify for the Combined Purchase Privilege or to obtain
the Cumulative Quantity Discount on a purchase through a selected dealer or
agent, the investor or selected dealer or agent must provide the Distributor
with sufficient information to verify that the purchase qualifies for the
privilege or discount.

STATEMENT OF INTENTION. Class A investors may also obtain the
reduced sales charges shown in the Prospectus by means of a written Statement of
Intention, which expresses the investor's intention to invest not less than
$100,000 within a period of 13 months in Class A shares (or Class A and Class B
shares) of the Funds. Each purchase of shares under a Statement of Intention
will be made at the public offering price or prices applicable at the time of
such purchase to a single transaction of the dollar amount indicated in the
Statement of Intention. At the investor's option, a Statement of Intention may
include purchases of Class A or Class B shares of the Funds made not more than
90 days prior to the date that the investor signs a

43
<PAGE> 95

Statement of Intention; however, the 13-month period during which the Statement
of Intention is in effect will begin on the date of the earliest purchase to be
included.

Investors qualifying for the Combined Purchase Privilege
described above may purchase shares of the Funds under a single Statement of
Intention. For example, if at the time an investor signs a Statement of
Intention to invest at least $100,000 in Class A shares of a Fund, the investor
and the investor's spouse each purchase shares of the Fund worth $20,000 (for a
total of $40,000), it will only be necessary to invest a total of $60,000 during
the following 13 months in shares of the Fund and shares of the other Fund, to
qualify for the 3.75% sales charge applicable to purchases in the Funds on the
total amount being invested (the sales charge applicable to an investment of
$100,000).

The Statement of Intention is not a binding obligation upon
the investor to purchase the full amount indicated. The minimum initial
investment under a Statement of Intention is 5% of such amount. Shares purchased
with the first 5% of such amount will be held in escrow (while remaining
registered in the name of the investor) to secure payment of the higher sales
charge applicable to the shares actually purchased if the full amount indicated
is not purchased, and such escrowed shares will be involuntarily redeemed to pay
the additional sales charge, if necessary. Dividends on escrowed shares, whether
paid in cash or reinvested in additional Fund shares, are not subject to escrow.
When the full amount indicated has been purchased, the escrow will be released.
To the extent that an investor purchases more than the dollar amount indicated
on the Statement of Intention and qualifies for a further reduced sales charge,
the sales charge will be adjusted for the entire amount purchased at the end of
the 13-month period. The difference in sales charge will be used to purchase
additional shares of the Fund subject to the rate of sales charge applicable to
the actual amount of the aggregate purchases.

Investors wishing to enter into a Statement of Intention in
conjunction with their initial investment in Class A shares of a Fund should
complete the appropriate portion of the Share Purchase Application. Current
Class A shareholders desiring to do so can obtain a form of Statement of
Intention by contacting a Fund at the address or telephone number shown on the
cover of this Statement of Additional Information.

INVESTMENTS THROUGH EMPLOYEE BENEFIT AND SAVINGS PLANS.
Certain qualified and non-qualified benefit and savings plans may make shares of
the Funds available to their participants. Investments made by such employee
benefit plans may be exempt from any applicable front-end sales charges if they
meet the criteria set forth in the Prospectus under "Class A Shares-Front End
Sales Charge Alternative". The Adviser may pay compensation to organizations
providing administrative and record keeping services to plans which make shares
of the Funds available to their participants.

REINSTATEMENT PRIVILEGE. A Class A shareholder who has caused
any or all of his or her shares of a Fund to be redeemed or repurchased may
reinvest all or any portion of the redemption or repurchase proceeds in Class A
shares of the Fund at net asset value without any sales charge, provided that
such reinvestment is made within 30 calendar days after the redemption or
repurchase date. Shares are sold to a reinvesting shareholder at the net asset
value next determined as described above. A reinstatement pursuant to this
privilege will not cancel

44
<PAGE> 96

the redemption or repurchase transaction; therefore, any gain or loss so
realized will be recognized for Federal income tax purposes, except that no loss
will be recognized to the extent that the proceeds are reinvested in shares of
the Fund. The reinstatement privilege may be used by the shareholder only once,
irrespective of the number of shares redeemed or repurchased, except that the
privilege may be used without limit in connection with transactions whose sole
purpose is to transfer a shareholder's interest in the Fund to his or her
individual retirement account or other qualified retirement plan account.
Investors may exercise the reinstatement privilege by written request sent to
the Fund at the address shown on the cover of this Statement of Additional
Information.

SALES AT NET ASSET VALUE. As described in the Prospectus, each
Fund may sell Class A shares at net asset value, without any sales charge, to
persons participating in a fee-based program, sponsored and maintained by a
registered broker-dealer and approved by the Distributor, pursuant to which such
persons pay an asset based fee to such broker-dealer, or its affiliate or agent,
for service in the nature of investment advisory or administrative services.

Deferred Sales Charge Alternative--Class B Shares

Investors choosing the deferred sales charge alternative may
purchase Class B shares at the net asset value per share of the Class B shares
on the date of purchase without the imposition of a sales charge at the time of
purchase. Class B shares are sold without a front-end sales charge so that the
full amount of the investor's purchase payment is invested in the Fund
initially.

Proceeds from the contingent deferred sales charge are paid to
the Distributor and are used by the Distributor to defray the expenses of the
Distributor related to providing distribution-related services to the Fund in
connection with the sale of the Class B shares, such as the payment of
compensation to selected dealers and agents for selling Class B shares. The
combination of the contingent deferred sales charge and the distribution
services fee paid to the Distributor by each Fund with respect to Class B shares
enables Class B shares to be sold without a sales charge being deducted at the
time of purchase. The higher distribution services fee incurred by Class B
shares will cause such shares to have a higher expense ratio and to pay lower
dividends than Class A shares.

CONTINGENT DEFERRED SALES CHARGE. Class B shares which are
redeemed within six years of purchase will be subject to a contingent deferred
sales charge at the rates set forth in the Prospectus. The charge will be
assessed on an amount equal to the lesser of the cost of the shares being
redeemed or their net asset value at the time of redemption. Accordingly, no
sales charge will be imposed on increases in net asset value above the initial
purchase price. In addition, no contingent deferred sales charge will be
assessed on shares purchased through reinvestment of dividends or capital gains
distributions. The amount of the contingent deferred sales charge, if any, will
vary depending on the number of years from the time of payment for the purchase
of Class B shares until the time of redemption of such shares.

In determining the contingent deferred sales charge applicable
to a redemption it will be assumed that the redemption is first of any Class A
shares in the shareholder's Fund account, second of Class B shares held for over
six years or Class B shares acquired through to

45
<PAGE> 97

reinvestment of dividends or distributions and third of Class B shares held
longest during the six-year period.

To illustrate, assume that an investor purchased 100 Class B
shares at $10 per share (at a cost of $1,000) and in the second year after
purchase, the net asset value per share is $12 and, during such time, the
investor has acquired 10 additional Class B shares through dividend
reinvestment. If during the second year after purchase at such time the investor
redeems 50 Class B shares, 10 of the shares redeemed will not be subject to the
contingent deferred sales charge because they were acquired through dividend
reinvestment. With respect to the remaining 40 Class B shares, the charge is
applied only to the original cost of $10 per share and not to the increase in
net asset value of $2 per share. Therefore, of the $600 of shares redeemed $400
of the redemption proceeds (40 shares x $10 original purchase price) will be
charged at a rate of 4.0% (the applicable rate for shares redeemed in the second
year after purchase for a contingent deferred sales charge of $16).

The contingent deferred sales charge is waived on redemptions
of shares (i) following the death or disability, as defined in the Code, of a
shareholder, or (ii) to the extent that the redemption represents a minimum
required distribution from an individual retirement account or other retirement
plan to a shareholder who has attained the age of 70-1/2.

CONVERSION FEATURE. At the end of the period ending six years
after the end of the calendar month in which the shareholder's purchase order
was accepted, Class B shares will automatically convert to Class A shares and
will no longer be subject to the higher distribution services fee imposed on
Class B shares. The conversion will be effected on the basis of the relative net
asset values of the two classes, without the imposition of any sales load, fee
or other charge. The purpose of the conversion feature is to reduce the
distribution services fee paid by holders of Class B shares that have been
outstanding long enough for the Distributor to have been compensated for the
expenses associated with the sale of such shares.

For purposes of conversion to Class A, Class B shares
purchased through the reinvestment of dividends and distributions paid in
respect of Class B shares in a shareholder's account will be considered to be
held in a separate sub-account. Each time any Class B shares in the
shareholder's account (other than those in the sub-account) convert to Class A,
an equal pro-rata portion of the Class B shares in the sub-account will also
convert to Class A.

The conversion of Class B shares to Class A shares is subject
to the continuing availability of an opinion of counsel to the effect that (i)
the assessment of the higher distribution services fee and transfer agency costs
with respect to Class B shares does not result in the dividends or distributions
payable with respect to other classes of a Fund's shares being deemed
"preferential dividends" under the Code, and (ii) the conversion of Class B
shares to Class A shares does not constitute a taxable event under Federal
income tax law. The conversion of Class B shares to Class A shares may be
suspended if such an opinion is no longer available at the time such conversion
is to occur. In that event, no further conversions of Class B shares would
occur, and shares might continue to be subject to the higher distribution
services fee for an indefinite period which may extend beyond the period ending
six years after the end of the calendar month in which the shareholder's
purchase order was accepted.

46
<PAGE> 98

Class Y Shares

Class Y shares do not bear any Rule 12b-1 distribution
expenses and are not subject to any front-end or contingent deferred sales
charges.

HISTORY OF THE FUNDS AND GENERAL INFORMATION

Capitalization and Organization

The Funds are each separate series of Alpine Equity Trust
(formerly Evergreen Global Equity Trust), a Massachusetts business trust
organized in 1988. The Trust is governed by its Board of Trustees. The Funds may
issue an unlimited number of shares of beneficial interest with a $0.0001 par
value. All shares of the Funds have equal rights and privileges. The outstanding
shares of the Funds consist of Class A, B and Y shares of each of the Funds, and
Class C shares of the U.S. Fund and the International Fund. Each share of each
class of a Fund's shares is entitled to one vote on all matters as to which
shares of such class are entitled to vote, to participate equally with other
shares of the same class in dividends and distributions declared by the Funds
and on liquidation to their proportionate share of the assets remaining after
satisfaction of outstanding liabilities. Shares of the Funds are fully paid,
non-assessable and fully transferable when issued and have no pre-emptive,
conversion or exchange rights. Fractional shares have proportionally the same
rights, including voting rights, as are provided for a full share.

On February 17, 1998, in connection with the acquisition of
certain of the assets of EAM that relate to the management of the Funds by the
Adviser, the names of the Trust, the U.S. Fund and International Fund were
changed from Evergreen Global Equity Trust, Evergreen U.S. Real Estate Equity
Fund and Evergreen Global Real Estate Equity Fund.

Under the Trust's Declaration of Trust, each Trustee will
continue in office until the termination of the Trust or his or her earlier
death, incapacity, resignation or removal. Shareholders can remove a Trustee
upon a vote of two-thirds of the outstanding shares of beneficial interest of
the Trust. Vacancies may be filled by a majority of the remaining Trustees,
except insofar as the 1940 Act may require the election by shareholders. As a
result, normally no annual or regular meetings of shareholders will be held,
unless matters arise requiring a vote of shareholders under the Declaration of
Trust or the 1940 Act.

Shares have noncumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Trustees can
elect 100% of the Trustees if they choose to do so and in such event the holders
of the remaining shares so voting will not be able to elect any Trustees.

The Trustees are authorized to classify and reclassify any
issued class of shares of a Fund into shares of one or more classes of the Fund
and to reclassify and issue any unissued shares to any number of additional
series without shareholder approval. Accordingly, in the future, for reasons
such as the desire to establish one or more additional portfolios of the Trust
with different investment objectives, policies or restrictions, additional
series or classes of shares may be created. Any issuance of shares of another
series or class would be governed by the 1940 Act and the law of the
Commonwealth of Massachusetts. If shares of another series of the Trust

47
<PAGE> 99

were issued in connection with the creation of additional investment portfolios,
each share of the newly created portfolio would normally be entitled to one vote
for all purposes. Generally, shares of all portfolios, including the Funds,
would vote as a single series on matters, such as the election of Trustees, that
affected all portfolios in substantially the same manner. As to matters
affecting each portfolio differently, such as approval of the Investment
Advisory Agreement and changes in investment policy, shares of each portfolio
would vote separately.

In addition the Trustees may, in the future, create additional
classes of shares of the Funds. Except for the different distribution related
and other specific costs borne by such additional classes, they will have the
same voting and other rights described for the existing classes of each Fund.

Procedures for calling a shareholders meeting for the removal
of the Trustees of each Trust, similar to those set forth in Section 16(c) of
the 1940 Act, will be available to shareholders of each Fund. The rights of the
holders of shares of a series of a Trust may not be modified except by the vote
of a majority of the outstanding shares of such series.

Under Massachusetts law, shareholders of a business trust may,
in certain circumstances, be held personally liable for its obligations. The
Trust's Declaration of trust provides that no shareholder will be personally
liable for the obligations of the Trust and requires that every written contract
made by the Trust contain a provision to that effect. If any shareholder were
required to pay any liability of the Trust, that person would generally be
entitled to reimbursement from the general assets of the Trust.

Distributor

The Distributor, BISYS Fund Services Limited Partnership, a
wholly-owned subsidiary of the BISYS Group, Inc., located at 120 Clove Road,
Little Falls, New Jersey 07424, serves as each Fund's principal underwriter. It
has entered into agreements with brokerage firms to act as dealers in connection
with sale of shares of the Funds and may solicit orders from the public to
purchase shares of the Funds. The Distributor is not obligated to sell any
specific amount of shares and will purchase shares for resale only against
orders for shares. Under the Agreement between the Fund and the Distributor, the
Fund has agreed to indemnify the Distributor for certain losses and liabilities,
in the absence of its willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations thereunder, against certain civil
liabilities, including liabilities arising under the 1933 Act.

Administrator

BISYS Fund Services Ohio, Inc., a wholly-owned subsidiary of the BISYS Group,
Inc., located at 120 Clove Road, Little Falls, New Jersey 07424, provides
administration services to the Funds. These services include: assisting in the
supervision of all aspects of the operations of the Funds (except those
performed by the Adviser, the custodian, the transfer agent or the fund
accounting agent); preparing certain period reports; assisting in the
preparation of tax returns; and preparing materials for use in connection with
meetings of Trustees and shareholders. The Funds each pay BISYS an annual fee
equal to the greater of 0.23% of the Fund's average daily

48
<PAGE> 100
net assets or $250,000 for administration services provided by BISYS Fund
Services Ohio, Inc. and for transfer agent and fund accounting services provided
by BISYS Fund Services, Inc.

Transfer Agent and Fund Accounting Agent

BISYS Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus,
Ohio 43219, acts as each Fund's transfer agent and dividend-disbursing agent. It
also provides accounting services to the Fund.

Counsel

Schulte Roth & Zabel LLP, 900 Third Avenue, New York, New
York, serves as counsel to the Trust.

Independent Auditors

PricewaterhouseCoopers LLP has been selected to be the
independent auditors of the Funds.

Custodian

Investors Fiduciary Trust Company, 801 Pennsylvania Avenue,
Kansas City, Missouri 64105, acts a s each Fund's custodian.

PERFORMANCE INFORMATION

Total Return

From time to time each Fund may advertise its "total return".
Computed separately for each class, a Fund's "total return" is its average
annual compounded total return for recent one, five, and ten-year periods (or
the period since the Fund's inception). A Fund's total return for such a period
is computed by finding, through the use of a formula prescribed by the SEC, the
average annual compounded rate of return over the period that would equate an
assumed initial amount invested to the value of such investment at the end of
the period. For purposes of computing total return, income dividends and capital
gains distributions paid on shares of the Fund are assumed to have been
reinvested when paid and the maximum sales charge applicable to purchases of
Fund shares is assumed to have been paid.

The shares of the Funds outstanding prior to January 3, 1995,
have been reclassified as Class Y shares. Set forth in the tables below is the
average annual compounded total return for each class of shares being offered by
the Funds (including applicable sales charges) for the one and five year fiscal
periods (to the extent the class has existed for such

49
<PAGE> 101

periods) ended September 30, 1999 for the U.S. Fund and through October 31, 1999
for the International Fund and the Income & Growth Fund, and from inception
through such dates.

U.S. Fund:

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS SINCE INCEPTION INCEPTION DATE
<S> <C> <C> <C> <C>
Class A (14.87)% 7.29% 7.28% Feb. 10, 1995
Class B (15.60)% 7.97% 7.57% Mar. 7, 1995
Class Y (10.40)% 10.01% 8.37% Sept. 3, 1993
</TABLE>

International Fund:

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS* TEN YEARS* INCEPTION DATE
<S> <C> <C> <C> <C>
Class A (2.88)% (0.48)% 3.53% Feb. 10, 1995
Class B (3.81)% (0.56)% 3.69% Feb. 8, 1995
Class Y 2.19% 0.67% 4.13% Feb. 1, 1989
</TABLE>

*Performance of class A and Class B shares for the period prior to
their inception represents performance for class Y shares.

Income & Growth Fund

SINCE INCEPTION INCEPTION DATE
Class A (2.00)% Dec. 29, 1998
Class B (2.05)% Feb. 18, 1999
Class Y 3.14% Dec. 29, 1998

A Fund's quotations of total return reflect the average annual
compounded rate of return on an assumed investment of $1,000 that equates the
initial amount invested to the ending redeemable value according to the
following formula:

P (1 + T)nth power = ERV

where "P" represents a hypothetical initial investment of $1,000; "T" represents
average annual total return; "n" represents the number of years; and "ERV"
represents the ending redeemable value of the initial investment. Dividends and
other distributions are assumed to be reinvested in shares at the prices in
effect on the reinvestment dates. ERV will be adjusted to reflect the effect of
any agreement by the Adviser to waive its fees or to absorb certain expenses of
a Fund. Quotations of total return will be for one year, five year and ten year
periods ended on the date of the most recent balance sheet included in the
Trust's registration statement at such times as the registration statement has
been in effect for such periods. Until such time as the registration statement
has been effective for the one year, five year and ten year periods, a Fund's
quotations of total return will also include a quotation of total return for the
time period during which the registration statement has been in effect or the
time period since the commencement of operations, whichever period begins later.
The Funds may also provide quotations of total return

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<PAGE> 102

for other periods and quotations of cumulative total returns, which reflect the
actual performance of a Fund over the entire period for which the quotation is
given.

A Fund's total return is not fixed and will fluctuate in
response to prevailing market conditions or as a function of the type and
quality of the securities in its portfolio and its expenses. Total return
information is useful in reviewing a Fund's performance but such information may
not provide a basis for comparison with bank deposits or other investments which
pay a fixed yield for a stated period of time. An investor's principal invested
in a Fund is not fixed and will fluctuate in response to prevailing market
conditions.

Non-Standardized Performance

In addition to the performance information described above, a
Fund may provide total return information for designated periods, such as for
the most recent six months or most recent twelve months. This total return
information is computed as described under "Total Return" above except that no
annualization is made.

GENERAL

From time to time, a Fund may quote its performance in
advertising and other types of literature as compared to the performance of the
Standard & Poor's 500 Composite Stock Price Index, the Dow Jones Industrial
Average, Russell 2000 Index, Europe, Australia and Far East index, Morgan
Stanley Capital International Equity Emerging Markets Free Index or any other
commonly quoted index of common stock prices, which are unmanaged indices of
selected common stock prices. A Fund's performance may also be compared to those
of other mutual funds having similar objectives. This comparative performance
would be expressed as a ranking prepared by Lipper Analytical Services, Inc. or
similar independent services monitoring mutual fund performance. A Fund's
performance will be calculated by assuming, to the extent applicable,
reinvestment of all capital gains distributions and income dividends paid. Any
such comparisons may be useful to investors who wish to compare a Fund's past
performance with that of its competitors. Of course, past performance cannot be
a guarantee of future results.

Additional Information

All shareholder inquiries may be directed to the shareholder's
broker, or may be directed to the Funds at the address or telephone number shown
on the front cover of this Statement of Additional Information. This Statement
of Additional Information does not contain all the information set forth in the
Registration Statement filed by the Trust with the SEC under the 1933 Act.
Copies of the Registration Statement may be obtained at a reasonable charge from
the SEC or may be examined, without charge, at the offices of the SEC in
Washington, D.C.

FINANCIAL STATEMENTS

The Funds' financial statements appearing in their most
current fiscal year Annual Report to shareholders and the report thereon of
PricewaterhouseCoopers LLP, the Funds' independent auditors appearing therein,
are incorporated by reference in this Statement of Additional Information. The
Annual Reports to Shareholders for each Fund, which contain the referenced
statements, are available upon request and without charge.

51
<PAGE> 103

52
<PAGE> 104

APPENDIX "A"

DESCRIPTION OF BOND RATINGS

Standard & Poor's Ratings Group. A Standard & Poor's corporate
bond rating is a current assessment of the credit worthiness of an obligor with
respect to a specific obligation. This assessment of credit worthiness may take
into consideration obligors, such as guarantors, insurers or lessees. The debt
rating is not a recommendation to purchase, sell or hold a security, inasmuch as
it does not comment as to market price or suitability for a particular investor.

The ratings are based on current information furnished to
Standard & Poor's by the issuer or obtained by Standard & Poor's from other
sources it considers reliable. Standard & Poor's does not perform any audit in
connection with the ratings and may, on occasion, rely on unaudited financial
information. The ratings may be changed, suspended or withdrawn as a result of
changes in, unavailability of such information, or for other circumstances.

The ratings are based, in varying degrees, on the following
considerations:

1. Likelihood of default-capacity and willingness of the
obligor as to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation.

2. Nature of and provisions of the obligation.

3. Protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization or their arrangement under
the laws of bankruptcy and other laws affecting creditors' rights.

AAA - This is the highest rating assigned by Standard & Poor's
to a debt obligation and indicates an extremely strong capacity to pay interest
and repay any principal.

AA - Debt rated AA also qualifies as high quality debt
obligations. Capacity to pay interest and repay principal is very strong and in
the majority of instances they differ from AAA issues only in small degree.

A - Debt rated A has a strong capacity to pay interest and
repay principal although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than debt in higher rated
categories.

BBB - Debt rated BBB is regarded as having an adequate
capacity to pay interest and repay principal. Whereas they normally exhibit
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for debt in this category than in higher rated categories.

BB, B, CCC, CC, C - Debt rated BB, B, CCC, CC and C is
regarded, on a balance, as predominantly speculative with respect to capacity to
pay interest and repay principal in accordance with the terms of the obligation.

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BB indicates the lowest degree of speculation and C the
highest degree of speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

BB - Debt rated BB has less near-term vulnerability to default
than other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

B - Debt rated B has greater vulnerability to default but
currently has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair capacity
or willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied BB or BB- rating.

CCC - Debt rated CCC has a currently indefinable vulnerability
to default, and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal. The CCC rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.

CC - The rating CC is typically applied to debt subordinated
to senior debt that is assigned an actual or implied CCC rating.

C - The rating C is typically applied to debt subordinated to
senior debt which is assigned an actual or implied CCC- debt rating. The C
rating may be used to cover a situation where a bankruptcy petition has been
filed, but debt service payments are continued.

C1 - The rating C1 is reserved for income bonds on which no
interest is being paid.

D - Debt rated D is in payment default. It is used when
interest payments or principal payments are not made on a due date even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace periods; it will also be used upon
a filing of a bankruptcy petition if debt service payments are jeopardized.

Plus (+) or Minus (-) - To provide more detailed indications
of credit quality, the ratings from AA to CCC may be modified by the addition of
a plus or minus sign to show relative standing within the major rating
categories.

NR - indicates that no public rating has been requested, that
there is insufficient information on which to base a rating, or that Standard &
Poor's does not rate a particular type of obligation as a matter of policy. Debt
obligations of issuers outside the United States and its territories are rated
on the same basis as domestic corporate issues. The ratings measure the

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credit worthiness of the obligor but do not take into account currency exchange
and related uncertainties.

Bond Investment Quality Standards: Under present commercial
bank regulations issued by the Comptroller of the Currency, bonds rated in the
top four categories (AAA, AA, A, BBB, commonly known as "Investment Grade"
ratings) are generally regarded as eligible for bank investment. In addition,
the Legal Investment Laws of various states may impose certain rating or other
standards for obligations eligible for investment by savings banks, trust
companies, insurance companies and fiduciaries generally.

Moody's Investors Service, Inc. A brief description of the
applicable Moody's rating symbols and their meanings follows:

Aaa - Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt edge". Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality
by all standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuations
of protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than in
Aaa securities.

A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Some bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

NOTE: Bonds within the above categories which possess the strongest investment
attributes are designated by the symbol "1" following the rating.

Ba - Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and thereby
not well safeguarded during good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

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Caa - Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of danger with respect
to principal or interest.

Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

C - Bonds which are rated C are the lowest rated class of
bonds and issue so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

Duff & Phelps, Inc.: AAA-- highest credit quality, with
negligible risk factors; AA -- high credit quality, with strong protection
factors and modest risk, which may vary very slightly from time to time because
of economic conditions; A-- average credit quality with adequate protection
factors, but with greater and more variable risk factors in periods of economic
stress. The indicators "+" and "-" to the AA and A categories indicate the
relative position of a credit within those rating categories.

Fitch Investors Service LLP.: AAA -- highest credit quality,
with an exceptionally strong ability to pay interest and repay principal; AA --
very high credit quality, with very strong ability to pay interest and repay
principal; A -- high credit quality, considered strong as regards principal and
interest protection, but may be more vulnerable to adverse changes in economic
conditions and circumstances. The indicators "+" and "-" to the AA, A and BBB
categories indicate the relative position of credit within those rating
categories.

DESCRIPTION OF NOTE RATINGS

A Standard & Poor's note rating reflects the liquidity
concerns and market access risks unique to notes. Notes due in three years or
less will likely receive a note rating. Notes maturing beyond three years will
most likely receive a long-term debt rating. The following criteria will be used
in making that assessment.

- Amortization schedule (the larger the final maturity
relative to other maturities the more likely it will
be treated as a note).

- Source of Payment (the more dependent the issue is on
the market for its refinancing, the more likely it
will be treated as a note.) Note rating symbols are
as follows:

- SP-1 Very strong or strong capacity to pay principal
and interest. Those issues determined to possess
overwhelming safety characteristics will be given a
plus (+) designation.

- SP-2 Satisfactory capacity to pay principal and
interest.

- SP-3 Speculative capacity to pay principal and
interest.

Moody's Short-Term Loan Ratings - Moody's ratings for state
and municipal short-term obligations will be designated Moody's Investment Grade
(MIG). This distinction is

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in recognition of the differences between short-term credit risk and long-term
risk. Factors affecting the liquidity of the borrower are uppermost in
importance in short-term borrowing, while various factors of major importance in
bond risk are of lesser importance over the short run.

Rating symbols and their meanings follow:

- MIG 1 - This designation denotes best quality. There
is present strong protection by established cash
flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

- MIG 2 - This designation denotes high quality.
Margins of protection are ample although not so large
as in the preceding group.

- MIG 3 - This designation denotes favorable quality.
All security elements are accounted for but this is
lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be
narrow and market access for refinancing is likely to
be less well established.

- MIG 4 - This designation denotes adequate quality.
Protection commonly regarded as required of an
investment security is present and although not
distinctly or predominantly speculative, there is
specific risk.

COMMERCIAL PAPER RATINGS

Moody's Investors Service, Inc.: Commercial paper rated
"Prime" carries the smallest degree of investment risk. The modifiers 1, 2, and
3 are used to denote relative strength within this highest classification.

Standard & Poor's Ratings Group: "A" is the highest commercial
paper rating category utilized by Standard & Poor's Ratings Group which uses the
numbers 1+, 1, 2 and 3 to denote relative strength within its "A"
classification.

Duff & Phelps Inc.: Duff 1 is the highest commercial paper
rating category utilized by Duff & Phelps which uses + or - to denote relative
strength within this classification. Duff 2 represents good certainty of timely
payment, with minimal risk factors. Duff 3 represents satisfactory protection
factors, with risk factors larger and subject to more variation.

Fitch Investors Service LLP.: F-1+ -- denotes exceptionally
strong credit quality given to issues regarded as having strongest degree of
assurance for timely payment; F-1 -- very strong, with only slightly less degree
of assurance for timely payment than F-1+; F-2 -- good credit quality, carrying
a satisfactory degree of assurance for timely payment.

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APPENDIX "B"

FUTURES AND OPTIONS

The following information should be read in conjunction with
the discussions of options and futures elsewhere in this Statement of Additional
Information.

OPTIONS ON SECURITIES

An option on a security provides the purchaser, or "holder,"
with the right, but not the obligation, to purchase, in the case of a "call"
option, or sell, in the case of a "put" option, the security or securities
underlying the option, for a fixed exercise price up to a stated expiration
date. The holder pays a non-refundable purchase price for the option, known as
the "premium." The maximum amount of risk the purchaser of the option assumes is
equal to the premium plus related transaction costs, although the entire amount
may be lost. The risk of the seller, or "writer," however, is potentially
unlimited, unless the option is "covered," which is generally accomplished
through the writer's ownership of the underlying security, in the case of a call
option, or the writer's segregation of an amount of cash or securities equal to
the exercise price, in the case of a put option. If the writer's obligation is
not covered, it is subject to the risk of the full change in value of the
underlying security from the time the option is written until exercise.

Upon exercise of the option, the holder is required to pay the
purchase price of the underlying security, in the case of a call option, or to
deliver the security in return for the purchase price, in the case of a put
option. Conversely, the writer is required to deliver the security, in the case
of a call option, or to purchase the security, in the case of a put option.
Options on securities which have been purchased or written may be closed out
prior to exercise or expiration by entering into an offsetting transaction on
the exchange on which the initial position was established, subject to the
availability of a liquid secondary market.

Options on securities and options on indices of securities,
discussed below, are traded on national securities exchanges, such as the
Chicago Board Options Exchange and the New York Stock Exchange, which are
regulated by the Securities and Exchange Commission. The Options Clearing
Corporation guarantees the performance of each party to an exchange-traded
option, by in effect taking the opposite side of each such option. Options on
securities and indices purchased and written by the Portfolios may be traded on
NASDAQ rather than on an exchange. Any options not traded on an exchange must be
effected with primary government securities dealers recognized by the Board of
Governors of the Federal Reserve System.

An option position in an exchange traded option may be closed
out only on an exchange which provides a secondary market for an option of the
same series. Although the Funds will generally purchase or write only those
options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market on an exchange will exist for any
particular option at any particular time. In such event it might not be possible
to effect closing transactions in a particular option with the result that the
Funds would have to exercise the option in order to realize any profit. This
would result in the Funds incurring brokerage commissions upon the disposition
of underlying securities acquired through the exercise of a call option or upon
the purchase of underlying securities upon the exercise of a put option. If the

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Funds as covered call option writers are unable to effect a closing purchase
transaction in a secondary market, unless the Funds are required to deliver the
stock pursuant to the assignment of an exercise notice, they will not be able to
sell the underlying security until the option expires.

Reasons for the potential absence of a liquid secondary market
on an exchange include the following: (i) there may be insufficient trading
interest in certain options; (ii) restrictions may be imposed by an exchange on
opening transactions or closing transactions or both; (iii) trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of options or underlying securities; (iv) unusual or
unforeseen circumstances may interrupt normal operations on an exchange; (v) the
facilities of an exchange or a clearing corporation may not at all times be
adequate to handle current trading volume or (vi) one or more exchanges could,
for economic or other reasons decide or be compelled at some future date to
discontinue the trading of options (or a particular class or series of options)
in which event the secondary market on that exchange (or in the class or series
of options) would cease to exist, although outstanding options on that exchange
which had been issued by a clearing corporation as a result of trades on that
exchange would continue to be exercisable in accordance with their terms. There
is no assurance that higher than anticipated trading activity or other
unforeseen events might not, at a particular time, render certain of the
facilities of any of the clearing corporations inadequate and thereby result in
the institution by an exchange of special procedures which may interfere with
the timely execution of customers' orders. However, the Options Clearing
Corporation, based on forecasts provided by the U.S. exchanges, believes that
its facilities are adequate to handle the volume of reasonably anticipated
options transactions, and such exchanges have advised such clearing corporation
that they believe their facilities will also be adequate to handle reasonably
anticipated volume.

Each Fund may also invest in so-called "synthetic" options or
other options and derivative instruments written by broker-dealers, including
options on baskets of specified securities. Synthetic options transactions
involve the use of two financial instruments that, together, have the economic
effect of an options transaction. The risks of synthetic options are generally
similar to the risks of actual options, with the addition of increased market
risk, liquidity risk, counterparty credit risk, legal risk and operations risk.

Options transactions may be effected on domestic and foreign
securities exchanges or in the over-the-counter market. Options positions may be
of the American or the European variety. An American style option may be
exercised by the holder at any time after it is purchased until it expires. A
European style option may be exercised only on its expiration date. When options
are purchased over-the-counter, a Fund bears the risk that the counterparty that
wrote the option will be unable or unwilling to perform its obligations under
the option contract. In addition, the Fund may have difficulty closing out its
positions in over-the-counter and synthetic options, which could result in
losses to the Fund. Over-the-counter option positions and various derivative
instruments may be illiquid and, in such cases are subject to the limitations on
the purchase of illiquid securities by the Funds.

OPTIONS ON STOCK INDICES

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In contrast to an option on a security, an option on a stock
index provides the holder with the right to make or receive a cash settlement
upon exercise of the option, rather than the right to purchase or sell a
security. The amount of this settlement is equal to (i) the amount, if any, by
which the fixed exercise price of the option exceeds (in the case of a call) or
is below (in the case of a put) the closing value of the underlying index on the
date of exercise, multiplied by (ii) a fixed "index multiplier." The purchaser
of the option receives this cash settlement amount if the closing level of the
stock index on the day of exercise is greater than, in the case of a call, or
less than, in the case of a put, the exercise price of the option. The writer of
the option is obligated, in return for the premium received, to make delivery of
this amount if the option is exercised. As in the case of options on securities,
the writer or holder may liquidate positions in stock index options prior to
exercise or expiration by entering into closing transactions on the exchange on
which such positions were established, subject to the availability of a liquid
secondary market.

The index underlying a stock index option may be a
"broad-based" index, such as the Standard & Poor's 500 Index or the New York
Stock Exchange Composite Index, the changes in value of which ordinarily will
reflect movements in the stock market in general. In contrast, certain options
may be based on narrower market indices, such as the Standard & Poor's 100
Index, or on indices of securities of particular industry groups, such as those
of oil and gas or technology companies. A stock index assigns relative values to
the stock included in the index and the index fluctuates with changes in the
market values of the stocks so included.

FUTURES CONTRACTS ON FIXED INCOME
SECURITIES AND STOCK INDICES

A futures contract is a bilateral agreement providing for the
purchase and sale of a specified type and amount of a financial instrument, or
for the making and acceptance of a cash settlement, at a stated time in the
future, for a fixed price. By its terms, a futures contract provides for a
specified settlement date on which, in the case of the majority of interest rate
futures contracts, the fixed income securities underlying the contract are
delivered by the seller and paid for by the purchaser, or on which, in the case
of stock index futures contracts and certain interest rate futures contracts,
the difference between the price at which the contract was entered into and the
contract's closing value is settled between the purchaser and seller in cash.
Futures contracts differ from options in that they are bilateral agreements,
with both the purchaser and the seller equally obligated to complete the
transaction. In addition, futures contracts call for settlement only on the
expiration date, and cannot be "exercised" at any other time during their term.

The purchase or sale of a futures contract also differs from
the purchase or sale of a security or the purchase of an option in that no
purchase price is paid or received. Instead, an amount of cash or cash
equivalent, which varies but may be as low as 5% or less of the value of the
contract, must be deposited with the broker as "initial margin." Subsequent
payments to and from the broker, referred to as "variation margin," are made on
a daily basis as the value of the index or instrument underlying the futures
contract fluctuates, making positions in the futures contract more or less
valuable, a process known as "marking to the market."

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A futures contract may be purchased or sold only on an
exchange, known as a "contract market," designated by the Commodity Futures
Trading Commission for the trading of such contract, and only through a
registered futures commission merchant which is a member of such contract
market. A commission must be paid on each completed purchase and sale
transaction. The contract market clearing house guarantees the performance of
each party to a futures contract by in effect taking the opposite side of such
contract. At any time prior to the expiration of a futures contract, a trader
may elect to close out its position by taking an opposite position on the
contract market on which the position was entered into, subject to the
availability of a secondary market, which will operate to terminate the initial
position. At that time, a final determination of variation margin is made and
any loss experienced by the trader is required to be paid to the contract market
clearing house while any profit due to the trader must be delivered to it.

Interest rate futures contracts currently are traded on a
variety of fixed income securities, including long-term U.S. Treasury Bonds,
Treasury Notes, Government National Mortgage Association modified pass-through
mortgage-backed securities, U.S. Treasury Bills, bank certificates of deposit
and commercial paper.

A stock index futures contract provides for the making and
acceptance of a cash settlement in much the same manner as the settlement of an
option on a stock index. The types of indices underlying stock index futures
contracts are essentially the same as those underlying stock index options, as
described above. The index assigns weighted values to the securities included in
the index and its composition is changed periodically.

OPTIONS ON FUTURES CONTRACTS

An option on a futures contract provides the holder with the
right to enter into a "long" position in the underlying futures contract, in the
case of a call option, or a "short" position in the underlying futures contract
in the case of a put option, at a fixed exercise price to a stated expiration
date. Upon exercise of the option by the holder, the contract market clearing
house establishes a corresponding short position for the writer of the option,
in the case of a call option, or a corresponding long position, in the case of a
put option. In the event that an option is exercised, the parties will be
subject to all the risks associated with the trading of futures contracts, such
as payment of variation margin deposits. In addition, the writer of an option on
a futures contract, unlike the holder, is subject to initial and variation
margin requirements on the option position.

A position in an option on a futures contract may be
terminated by the purchaser or seller prior to expiration by effecting a closing
purchase or sale transaction, subject to the availability of a liquid secondary
market, which is the purchase or sale of an option of the same series (I.E., the
same exercise price and expiration date) as the option previously purchased or
sold. The difference between the premiums paid and received represents the
trader's profit or loss on the transaction.

An option, whether based on a futures contract, a stock index
or a security, becomes worthless to the holder when it expires. Upon exercise of
an option, the exchange or contract market clearing house assigns exercise
notices on a random basis to those of its

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members which have written options of the same series and with the same
expiration date. A brokerage firm receiving such notices then assigns them on a
random basis to those of its customers which have written options of the same
series and expiration date. A writer therefore has no control over whether an
option will be exercised against it, nor over the time of such exercise.

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ALPINE EQUITY TRUST
PART C - OTHER INFORMATION

ITEM 23. EXHIBITS

Number Description

(a)1 Declaration of Trust*
(a)2 Certificate of Amendment to Declaration of Trust*
(a)3 Certificate of Designation, dated April 13, 1998
(establishing new series) *
(b)1 By-Laws*
(b)2 Amendment to By-Laws, adopted September 28, 1998*
(c) Instruments Defining Rights of Shareholders*
(d) Investment Advisory Agreement, as amended April 13,
1998*
(e) Distribution Agreement*
(f) None
(g) Form of Custodian Agreement*
(h)1 Management and Administration Agreement*
(h)2 Transfer Agency Agreement*
(h)3 Fund Accounting Agreement*
(h)4 Omnibus Fee Agreement*
(H)5 FORM OF EXPENSE LIMITATION AGREEMENT
(i) Opinion of Counsel*
(J) CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT
ACCOUNTANTS
(k) None
(l) None
(m)1 Rule 12b-1 Distribution Plans*
(m)2 Distribution Plan for Alpine U.S. Real Estate Equity
Fund*
(m)3 Distribution Plan for Alpine International Real
Estate Equity Fund*
(m)4 Form of Distribution Plan for Alpine Realty Income
and Growth Fund*
(n) Multiple Class Plan*
(o) Reserved
(p) Code of Ethics (to be filed with post-effective
amendment no. 23)

- ----------
* Incorporated by reference to Registrant's previous filings on Form N-1A.

<PAGE> 115
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

ITEM 25. INDEMNIFICATION

Article XI of the Registrant's By-laws contains the following
provisions regarding indemnification of Trustees and officers:

SECTION 11.1 Actions Against Trustee or Officer. The Trust shall
indemnify any individual who is a present or former Trustee or officer of the
Trust and who, by reason of his position as such, was, is, or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
any action or suit by or in the right of the Trust) against expenses, including
attorneys' fees, judgments, fines, and amounts paid in settlement, actually and
reasonably incurred by him in connection with the claim, action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon the plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

SECTION 11.2 Derivative Actions Against Trustees or Officers. The Trust
shall indemnify any individual who is a present or former Trustee or officer of
the Trust and who, by reason of his position as such, was, is, or is threatened
to be made a party to any threatened, pending or completed action or suit by or
on behalf of the Trust to obtain a judgment or decree in

<PAGE> 116
its favor, against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of the action or
suit, if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Trust, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which the individual has been adjudged to be liable for negligence or misconduct
in the performance of his duty to the Trust, except to the extent that the court
in which the action or suit was brought determines upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for those
expenses which the court shall deem proper, provided such Trustee or officer is
not adjudged to be liable by reason of his willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.

SECTION 11.3 Expenses of Defense. In defense of any action, suit or
proceeding referred to in Section 11.1 or 11.2 or in defense of any claim,
issue, or matter therein, a Trustee or officer of the Trust who reasonably
believed his or her action to be in the best interests of the Trust shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection therewith, subject to the requirements of section
11.4.

SECTION 11.4 Required Standard of Conduct.

(a) Unless a court orders otherwise, any indemnification under Section
11.1 or 11.2 may be made by the Trust only as authorized in the specific case
after a determination that indemnification of the Trustee or officer is proper
in the circumstances because he has met the applicable standard of conduct set
forth in Section 11.1 or 11.2. The determination shall be made by:

(i) the Trustees, by a majority vote of a quorum consisting of
Trustees who were not parties to the action, suit or proceeding; or if
the required quorum is not obtainable, or if a quorum of disinterested
Trustees so directs,

(ii) an independent legal counsel in a written opinion.

(b) Nothing contained in this Article XI shall be construed to protect
any Trustee or officer of the Trust against any liability to the Trust or its
Shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office (any such conduct being hereinafter called
"Disabling Conduct"). No indemnification shall be made pursuant to this Article
XI unless:

(i) There is a final determination on the merits by a court or
other body before whom the action, suit or proceeding was brought that
the individual to be indemnified was not liable by reason of Disabling
Conduct; or

(ii) In the absence of such a judicial determination, there is
a reasonable determination, based upon a review of the facts, that such
individual was not liable by reason of Disabling Conduct, which
determination shall be made by:
<PAGE> 117

(A) A majority of a quorum of Trustees who are
neither "interested persons" of the Trust, as defined in
section 2(a) (19) of the 1940 Act, nor parties to the action,
suit or proceeding; or

(B) An independent legal counsel in a written
opinion.

SECTION 11.5 Advance Payments. Notwithstanding any provision of this
Article XI, any advance payment of expenses by the Trust to any Trustee or
officer of the Trust shall be made only upon the undertaking by or on behalf of
such Trustee or officer to repay the advance unless it is ultimately determined
that he is entitled to indemnification as above provided, and only if one of the
following conditions is met:

(a) the Trustee or officer to be indemnified provides a security for
his undertaking; or

(b) The Trust is insured against losses arising by reason of any lawful
advances; or

(c) There is a determination, based on a review of readily available
facts, that there is reason to believe that the Trustee or officer to be
indemnified ultimately will be entitled to indemnification, which determination
shall be made by:

(i) A majority of a quorum of Trustees who are neither
"interested persons" of the Trust, as defined in Section 2(a) (19) of
the 1940 Act, nor parties to the action, suit or proceeding; or

(ii) An independent legal counsel in a written opinion.

SECTION 11.6 Former Trustees and Officers. The indemnification provided
by this Article XI shall continue as to an individual who has ceased to be a
Trustee or officer of the Trust and inure to the benefit of the legal
representatives of such individual and shall not be deemed exclusive of any
other rights to which any Trustee, officer, employee or agent of the Trust may
be entitled under any agreement, vote of Trustees or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding office as such; provided, that no Person may satisfy any right of
indemnity granted herein or to which he may be otherwise entitled, except out of
the Trust Property, and no Shareholder shall be personally liable with respect
to any claim for indemnity.

SECTION 11.7 Insurance. The Trust may purchase and maintain insurance
on behalf of any person who is or was a Trustee, officer, employee, or agent of
the Trust, against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such. However, the Trust shall
not purchase insurance to indemnify any Trustee or officer against liability for
any conduct in respect of which the 1940 Act prohibits the Trust itself from
indemnifying him.

SECTION 11.8 Other Rights to Indemnification. The indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any By-Law, agreement, vote
of Shareholders or disinterested Trustees or otherwise.
<PAGE> 118
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Trustee, officer, or controlling person of the Registrant in
connection with the successful defense of any action, suit or proceeding) is
asserted by such Trustee, officer or controlling person in connection with the
shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The information required by this item with respect to Alpine Management
& Research, L.L.C. is incorporated by reference to the Form ADV (File No.
801-55110) of Alpine Management & Research, L.L.C.

ITEM 27. PRINCIPAL UNDERWRITERS

(a) BISYS Fund Services Limited Partnership ("BISYS") acts as principal
underwriter for the Trust and each series thereof. BISYS also serves as
principal underwriter for the following investment companies:

The ARCH Fund, Inc.
American Performance Funds
AmSouth Mutual Funds
The BB&T Mutual Funds Group
The Coventry Group
ESC Strategic Funds, Inc.
The Eureka Funds
Fountain Square Funds
Hirtle Callaghan Trust
HSBC Family of Funds
INTRUST Funds Trust
The Infinity Mutual Funds, Inc.
The Kent Funds
Magna Funds
Meyers Investment Trust
MMA Praxis Mutual Funds
M.S.D.&T. Funds
Pacific Capital Funds
Parkstone Group of Funds

<PAGE> 119

The Parkstone Advantage Funds
Pegasus Funds
The Republic Advisors Funds Trust
Puget Sound Alternative Investment Series Trust
The Republic Funds Trust
The Riverfront Funds, Inc.
SBSF Funds, Inc. d/b/a Key Mutual Funds
Sefton Funds
The Sessions Group
Summit Investment Trust
Variable Insurance Funds
The Victory Portfolios
The Victory Variable Funds
Vintage Funds, Inc.

(b) The following table sets forth the indicated information with
respect to each director and officer of BISYS:

<TABLE>
<CAPTION>
POSITIONS AND OFFICES WITH
NAME UNDERWRITER POSITIONS WITH TRUST
<S> <C> <C>
WC Subsidiary Corp.
150 Clove Rd.
Little Falls, NJ 07424 Sole Limited Partner None

BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, OH 43219 Sole General Partner None
</TABLE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

All accounts and records required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and Rule 31a-1 thereunder are maintained at
one of the following locations:

BISYS Fund Services, Inc., BISYS Fund Services Ohio, Inc. and
BISYS Fund Services Limited Partnership, each located at 3435
Stelzer Road, Columbus, Ohio 43219

Alpine Management & Research, L.L.C., 122 East 42nd Street,
37th Floor, New York, New York 10168 (records required by
paragraphs (a)(4), (a)(5), (a)(6), (a)(10), (a)(11), and (f)
of Rule 31a-1)
<PAGE> 120
ITEM 29. MANAGEMENT SERVICES

Not Applicable.

ITEM 30. UNDERTAKINGS

The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.

<PAGE> 121
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment No. 22 to
its Registration Statement under Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment No. 22 to its Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of New York, and State of New York on the 31st day of
January, 2000.

ALPINE EQUITY TRUST

By: /s/ Samuel A. Lieber
----------------------------------
Samuel A. Lieber, President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 22 to the Registration Statement of Registrant has
been signed below by the following persons in the capacities and on the date
indicated.

<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Samuel A. Lieber President and Trustee January 31, 2000
- -------------------- (Principal Executive Officer)
Samuel A. Lieber

/s/ Laurence B. Ashkin Trustee January 31, 2000
- ----------------------
Laurence B. Ashkin

/s/ H. Guy Leibler Trustee January 31, 2000
- ------------------
H. Guy Leibler

/s/ Gary R. Tenkman Treasurer January 31, 2000
- ------------------- (Principal Financial Officer)
Gary R. Tenkman
</TABLE>

<PAGE> 1
Exhibit (h)5

ALPINE EQUITY TRUST
3435 Stelzer Road
Columbus, Ohio 43219

EXPENSE LIMITATION AGREEMENT
(as of February 1, 2000)

Alpine Management & Research, LLC (the "Adviser") agrees to absorb expenses of
Alpine Realty Income & Growth Fund (the "Fund"), a series of Alpine Equity Trust
(the "Trust"), and/or to waive fees payable to the Adviser under the Advisory
Agreement between the Adviser and the Trust (the "Advisory Agreement") in such
amounts as may be necessary to limit ordinary operating expenses of each class
of shares of the Fund (excluding interest, taxes, brokerage and any
extraordinary expenses) ("Operating Expenses") to the following per annum rates
as a percentage of average daily net assets (the "Expense Limitation"):

<TABLE>
<CAPTION>
Class of Shares Expense Limitation
- --------------- ------------------
<S> <C>
Y 1.50%
A 1.75%
B 2.50%
</TABLE>

The Expense Limitation for each class will remain in effect unless and until the
Board of Trustees of the Trust approves its modification or termination;
provided, however, that the Expense Limitation will terminate in the event that
the Advisory Agreement is terminated by the Trust without the consent of the
Adviser.

Excess Expense Reimbursement Agreement

The Trust, on behalf of the Fund, and subject to the Expense Limitation for each
class, agrees to reimburse the Adviser for any Operating Expenses of a class in
excess of the Expense Limitation of such class that are paid or absorbed by the
Adviser (including through waiver of the Adviser's fee) pursuant to the
agreement set forth above ("Excess Expenses"). Such reimbursement will be made
as promptly as possible, and to the maximum extent permissible, without causing
the Operating Expenses of a class for any year to exceed the Expense Limitation
of such class; provided, however, that such reimbursements shall be made only
for Excess Expenses incurred within three years of reimbursement. This agreement
of the Trust to reimburse the Adviser for Excess Expenses shall terminate in the
event the Adviser terminates the Advisory Agreement without the consent of the
Trust.

Agreed to and accepted:

ALPINE EQUITY TRUST

By: _____________________
Name: ___________________
Title: ____________________

ALPINE MANAGEMENT & RESEARCH, LLC

By: _____________________
Name: ___________________
Title: ____________________

<PAGE> 1
Exhibit (j)

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the incorporation by reference in this Registration
Statement on Form N-1A of our report dated November 19, 1999, relating to the
financial statements and financial highlights of the Alpine U.S. Real Estate
Equity Fund, and our reports dated December 20, 1999, relating to the financial
statements and financial highlights of the Alpine International Real Estate
Equity Fund and the Alpine Realty Income & Growth Fund, respectively, which
appear in the September 30, 1999 Annual Report to Shareholders of the Alpine
U.S. Real Estate Equity Fund and in the October 31, 1999 Annual Reports to
Shareholders of the Alpine International Real Estate Equity Fund and the Alpine
Realty Income & Growth Fund, respectively, which are also incorporated by
reference into the Registration Statement. We also consent to the references to
us under the headings "Financial Highlights", "Independent Auditors" and
"Financial Statements" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Columbus, Ohio