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[ALPINE LOGO]
Alpine U.S. Real Estate Equity Fund
Alpine International Real Estate Equity Fund
Alpine Realty Income & Growth Fund
PROSPECTUS
CLASS Y (NO LOAD) SHARES
SERIES OF ALPINE EQUITY TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219
FOR MORE INFORMATION CALL 888-785-5578
OR
VIEW OUR WEBSITE AT www.alpinefunds.com
DATED FEBRUARY 1, 2000
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.
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ALPINE EQUITY TRUST TABLE OF CONTENTS
<TABLE>
<S> <C> <C> <C>
ABOUT THE FUNDS
ICON
2 Investment Objectives and Principal Investment Strategies
3 Who Should Invest
3 Main Risks
5 Past Performance
7 Fees and Expenses
PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
ICON
8 Principal Investment Strategies
9 Investment Risks
MANAGEMENT OF THE FUND
ICON
11 Investment Adviser
11 Portfolio Manager
HOW TO BUY SHARES
ICON
12 Purchases by Mail
12 Purchases by Wire
12 How the Funds Value Their Shares
13 Additional Information
HOW TO REDEEM SHARES
ICON
14 Redeeming Shares by Mail
14 Redeeming Shares by Telephone
15 General
EXCHANGE PRIVILEGE
ICON
16 Exchanges by Telephone
16 Exchanges by Mail
SHAREHOLDER SERVICES
ICON
17 Systematic Investment Plan
17 Telephone Investment Plan
17 Systematic Cash Withdrawal Plan
17 Investments Through Employee Benefit and Savings Plans
17 Automatic Reinvestment Plan
17 Tax Sheltered Retirement Plans
DIVIDENDS, DISTRIBUTIONS AND TAXES
ICON
18 Dividend Policy
18 Taxation of the Funds
18 Taxation of Shareholders
FINANCIAL HIGHLIGHTS
ICON
19
ADDITIONAL INFORMATION
23
</TABLE>
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[ICON]
ABOUT THE FUNDS
<TABLE>
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INVESTMENT OBJECTIVES AND ALPINE U.S. REAL ESTATE EQUITY FUND seeks long-term capital
PRINCIPAL INVESTMENT STRATEGIES 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.
</TABLE>
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ABOUT THE FUNDS
<TABLE>
<S> <C>
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
RISK VS. RETURN GRAPHIC
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.
</TABLE>
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ABOUT THE FUNDS
<TABLE>
<S> <C>
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 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.
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ABOUT THE FUNDS
<TABLE>
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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
[GRAPH]
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%
</TABLE>
<TABLE>
[GRAPH]
<S> <C>
ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND
1990 -19.24%
91 13.09%
92 10.15%
93 51.42%
94 -14.05%
95 1.66%
96 4.99%
97 4.20%
98 2.64%
99 -2.77%
</TABLE>
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ABOUT THE FUNDS
<TABLE>
<S> <C>
ALPINE REALTY INCOME & GROWTH FUND
[GRAPH]
1999 4.63%
</TABLE>
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>
AVERAGE ANNUAL RETURN
AS OF 12/31 EACH YEAR
<TABLE>
<CAPTION>
INCEPTION SINCE
FUND DATE 1 YEAR 5 YEARS 10 YEARS 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%
WILSHIRE REAL ESTATE SECURITIES INDEX (3.19%) 6.27%
MORGAN STANLEY REIT INDEX (4.55%) (3.31%)
</TABLE>
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ABOUT THE FUNDS
<TABLE>
<S> <C>
FEES AND EXPENSES This table describes the fees and expenses
that you may pay if you buy and hold shares
of a Fund.
</TABLE>
<TABLE>
<CAPTION>
U.S. REAL ESTATE INTERNATIONAL REAL ESTATE REALTY INCOME &
EQUITY FUND EQUITY FUND GROWTH 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 EQUITY FUND $211 $ 652 $1,119 $2,410
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. Only the Board of Trustees has the right to
terminate this agreement.
7
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[ICON]
PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
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.
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.
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.
8
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PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
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.
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.
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.
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.
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.
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").
9
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PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
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.
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.
10
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[ICON]
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 Alpine U.S. Real
Estate Equity Fund and the Alpine International Real Estate Equity Fund and
has served in that capacity since the inception of each Fund. Mr. Lieber is
also co-portfolio manager of the Alpine Realty Income & Growth Fund and has
co-managed the Fund since its inception (December 29, 1998.) 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.
Mr. Robert W. Gadsden is the co-portfolio manager of the Alpine Realty Income
& Growth Fund and serves as Senior Real Estate Analyst for the Adviser. Prior
to joining the Adviser in 1999, Mr. Gadsden was a Vice President of the
Prudential Realty Group.
11
<PAGE> 13
[ICON]
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.
12
<PAGE> 14
HOW TO BUY SHARES
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.
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.
13
<PAGE> 15
[ICON]
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).
- 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
HOW TO REDEEM SHARES
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.
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.
15
<PAGE> 17
[ICON]
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.
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.
16
<PAGE> 18
[ICON]
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.
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.
17
<PAGE> 19
[ICON]
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.
18
<PAGE> 20
[ICON]
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.
19
<PAGE> 21
ALPINE U.S.
FINANCIAL HIGHLIGHTS 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> <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 investments (0.11) -- -- -- --
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.
20
<PAGE> 22
ALPINE INTERNATIONAL
FINANCIAL HIGHLIGHTS REAL ESTATE EQUITY FUND
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31, YEAR ENDED
-------------------------------------------------- SEPTEMBER 30,
1999(a) 1998 1997(a) 1996(a) 1995(a)(b) 1995(a)
------- ------- ------- ------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS Y SHARES
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 period (000) $33,097 $34,646 $35,234 $47,502 $61,418 $67,645
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.
21
<PAGE> 23
ALPINE REALTY
FINANCIAL HIGHLIGHTS INCOME & GROWTH FUND
<TABLE>
<CAPTION>
PERIOD ENDED
OCTOBER 31,
1999(a)(b)
------------
<S> <C> <C>
CLASS Y 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%
</TABLE>
(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.
(c) Not annualized.
(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.
22
<PAGE> 24
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
23
<PAGE> 25
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> 26
[ALPINE LOGO]
Alpine U.S. Real Estate Equity Fund
Alpine International Real Estate Equity Fund
Alpine Realty Income & Growth Fund
PROSPECTUS
CLASS A SHARES
CLASS B SHARES
SERIES OF ALPINE EQUITY TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219
FOR MORE INFORMATION CALL 888-785-5578
OR
VIEW OUR WEBSITE AT www.alpinefunds.com
DATED FEBRUARY 1, 2000
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> 27
ALPINE EQUITY TRUST TABLE OF CONTENTS
<TABLE>
<S> <C> <C> <C>
ABOUT THE FUNDS
[ICON]
3 Investment Objectives and Principal Investment Strategies
4 Who Should Invest
4 Main Risks
6 Past Performance
8 Fees and Expenses
PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
[ICON]
10 Principal Investment Strategies
11 Investment Risks
MANAGEMENT OF THE FUND
[ICON]
13 Investment Adviser
13 Portfolio Manager
DISTRIBUTION ARRANGEMENTS
[ICON]
14
HOW TO BUY SHARES
[ICON]
15 Alternative Purchase Plans
15 Class A Shares -- Front-End Sales Charge Alternative
16 Class B Shares -- Deferred Sales Charge Alternative
16 How the Funds Value Their Shares
16 Additional Information
HOW TO REDEEM SHARES
[ICON]
17 Redeeming Shares Through Your Financial Intermediary
17 Redeeming Shares by Mail
17 Redeeming Shares by Telephone
18 General
EXCHANGE PRIVILEGE
[ICON]
19 Exchanges Through Your Financial Intermediary
19 Exchanges by Telephone
19 Exchanges by Mail
SHAREHOLDER SERVICES
[ICON]
20 Systematic Investment Plan
20 Telephone Investment Plan
20 Systematic Cash Withdrawal Plan
20 Investments Through Employee Benefit and Savings Plans
20 Automatic Reinvestment Plan
20 Tax Sheltered Retirement Plans
</TABLE>
<PAGE> 28
ALPINE EQUITY TRUST TABLE OF CONTENTS
<TABLE>
<S> <C> <C> <C>
DIVIDENDS, DISTRIBUTIONS AND TAXES
[ICON]
21 Dividend Policy
21 Taxation of the Funds
21 Taxation of Shareholders
FINANCIAL HIGHLIGHTS
[ICON]
22
ADDITIONAL INFORMATION
29
</TABLE>
2
<PAGE> 29
[ICON]
ABOUT THE FUNDS
<TABLE>
<S> <C>
INVESTMENT OBJECTIVES AND ALPINE U.S. REAL ESTATE EQUITY FUND seeks long-term capital
PRINCIPAL INVESTMENT STRATEGIES 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.
</TABLE>
3
<PAGE> 30
ABOUT THE FUNDS
<TABLE>
<S> <C>
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
RISK VS. RETURN GRAPHIC
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.
</TABLE>
4
<PAGE> 31
ABOUT THE FUNDS
<TABLE>
<S> <C>
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 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.
</TABLE>
5
<PAGE> 32
ABOUT THE FUNDS
<TABLE>
<S> <C>
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.
CLASS A SHARES
YEAR-TO-YEAR TOTAL RETURN
AS OF 12/31 EACH YEAR
ALPINE U.S. REAL ESTATE EQUITY FUND
[GRAPH]
1994 -13.91%
1995 34.06%
1996 21.88%
1997 55.01%
1998 -21.25%
1999 -17.76%
</TABLE>
<TABLE>
ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND
<S> <C>
[GRAPH]
1990 -19.24%
91 13.09%
92 10.15%
93 51.42%
94 -14.05%
95 1.59%
96 4.82%
97 3.97%
98 2.47%
99 -3.03%
</TABLE>
6
<PAGE> 33
ABOUT THE FUNDS
<TABLE>
ALPINE REALTY INCOME & GROWTH FUND
[GRAPH]
<CAPTION>
1999 4.39%
<S> <C>
</TABLE>
During the periods
shown in the bar
charts, the highest and
lowest quarterly
returns of the Funds
were as follows:
CLASS A
BEST AND WORST QUARTER
RESULTS
<TABLE>
<CAPTION>
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>
AVERAGE ANNUAL RETURN
AS OF 12/31 EACH YEAR
<TABLE>
<CAPTION>
INCEPTION SINCE
FUND DATE 1 YEAR 5 YEARS 10 YEARS 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%
WILSHIRE REAL ESTATE SECURITIES INDEX (3.19%) 6.27%
MORGAN STANLEY REIT INDEX (4.55%) (3.31%)
</TABLE>
7
<PAGE> 34
ABOUT THE FUNDS
<TABLE>
<S> <C>
FEES AND EXPENSES This table describes the fees and expenses that you may pay
if you buy and hold shares of a Fund.
</TABLE>
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
<S> <C> <C>
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
</TABLE>
ANNUAL FUND OPERATING EXPENSES
<TABLE>
<CAPTION>
ALPINE U.S. REAL ESTATE EQUITY FUND CLASS A CLASS B
<S> <C> <C>
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%
</TABLE>
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 $ 864 $ 364
AFTER 3 YEARS $1,307 $1,406 $1,106
AFTER 5 YEARS $1,893 $2,069 $1,869
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.
8
<PAGE> 35
ABOUT THE FUNDS
<TABLE>
<CAPTION>
ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND CLASS A CLASS B
<S> <C> <C>
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%
</TABLE>
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 $ 811 $ 311
AFTER 3 YEARS $1,165 $1,251 $ 951
AFTER 5 YEARS $1,656 $1,816 $1,616
AFTER 10 YEARS $3,005 $3,134 $3,134
</TABLE>
<TABLE>
<CAPTION>
ALPINE REALTY INCOME AND GROWTH FUND CLASS A CLASS B
<S> <C> <C>
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%
</TABLE>
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 $1,018 $ 518
AFTER 3 YEARS $1,752 $1,850 $1,550
AFTER 5 YEARS $2,615 $2,778 $2,578
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.
----------------
* 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. Only the Board of Trustees has the right to terminate this agreement.
9
<PAGE> 36
[ICON]
PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
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
Funds' 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.
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.
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.
10
<PAGE> 37
PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
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.
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.
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.
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.
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.
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> 38
PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
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.
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.
12
<PAGE> 39
[ICON]
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 Alpine U.S. Real
Estate Equity Fund and the Alpine International Real Estate Equity Fund and
has served in that capacity since the inception of each Fund. Mr. Lieber is
also co-portfolio manager of the Alpine Realty Income & Growth Fund and has
co-managed the Fund since its inception (December 29, 1998). 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.
Mr. Robert W. Gadsden is the co-portfolio manager of the Alpine Realty Income
& Growth Fund and serves as Senior Real Estate Analyst for the Adviser. Prior
to joining the Adviser in 1999, Mr. Gadsden was a Vice President of the
Prudential Realty Group.
13
<PAGE> 40
[ICON]
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.
14
<PAGE> 41
[ICON]
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:
<TABLE>
<CAPTION>
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
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.
15
<PAGE> 42
HOW TO BUY SHARES
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:
<TABLE>
<CAPTION>
CONTINGENT DEFERRED
YEAR AFTER SHARE PURCHASE SALES CHARGE
- ------------------------- -------------------
<S> <C>
First....................................................... 5%
Second...................................................... 4%
Third and Fourth............................................ 3%
Fifth....................................................... 2%
Sixth....................................................... 1%
</TABLE>
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, 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. The Funds do not accept
third party checks.
16
<PAGE> 43
[ICON]
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.
- 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.
17
<PAGE> 44
HOW TO REDEEM SHARES
- 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.
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.
18
<PAGE> 45
[ICON]
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.
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.
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.
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.
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.
19
<PAGE> 46
[ICON]
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 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.
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.
20
<PAGE> 47
[ICON]
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.
21
<PAGE> 48
[ICON]
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.
22
<PAGE> 49
ALPINE U.S.
FINANCIAL HIGHLIGHTS 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> <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.
(c) Distribution per share was less than $0.005.
(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.
23
<PAGE> 50
ALPINE U.S.
FINANCIAL HIGHLIGHTS 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> <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.
24
<PAGE> 51
ALPINE INTERNATIONAL
FINANCIAL HIGHLIGHTS REAL ESTATE EQUITY FUND
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31, PERIOD ENDED
------------------------------------------------- SEPTEMBER 30,
1999(a) 1998 1997(a) 1996(a) 1995(a)(b) 1995(a)(c)
------- ------ ------- ------- ---------- -------------
<S> <C> <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.
(c) For the period from February 10, 1995 (commencement of class operations)
to September 30, 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.
25
<PAGE> 52
ALPINE INTERNATIONAL
FINANCIAL HIGHLIGHTS REAL ESTATE EQUITY FUND
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31, PERIOD ENDED
------------------------------------------------- SEPTEMBER 30,
1999(a) 1998 1997(a) 1996(a) 1995(a)(b) 1995(a)(c)
------- ------ ------- ------- ---------- -------------
<S> <C> <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.
(c) For the period from February 8, 1995 (commencement of class operations)
to September 30, 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.
26
<PAGE> 53
ALPINE REALTY
FINANCIAL HIGHLIGHTS INCOME & GROWTH FUND
<TABLE>
<CAPTION>
PERIOD ENDED
OCTOBER 31,
1999(a)(b)
------------
<S> <C> <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.
(c) (For Class B) For the period from February 18, 1999 (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.
27
<PAGE> 54
ALPINE REALTY
FINANCIAL HIGHLIGHTS INCOME & GROWTH FUND
<TABLE>
<CAPTION>
PERIOD ENDED
OCTOBER 31,
1999(a)(c)
------------
<S> <C> <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.
(c) (For Class B) For the period from February 18, 1999 (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.
28
<PAGE> 55
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
29
<PAGE> 56
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.
