ALPINE EQUITY TRUST, 497, 2000-02-07

ALPINE EQUITY TRUST
497, 2000-02-07

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<PAGE> 1
P R O S P E C T U S

Dated February 1, 2000

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

Series of Alpine Equity Trust

3435 Stelzer Road
Columbus, Ohio 43219

Class Y (No Load) Shares

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

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

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

<PAGE> 2

TABLE OF CONTENTS
PAGE

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

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<PAGE> 3

ABOUT THE FUNDS

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

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

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

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

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

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

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

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<PAGE> 4

WHO SHOULD INVEST

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

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

FUND RISK/RETURN COMPARISON

[GRAPH]

MAIN RISKS

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

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

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

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

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<PAGE> 5

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

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

PAST PERFORMANCE

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

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

ALPINE U.S. REAL ESTATE EQUITY FUND

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

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ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND

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

ALPINE REALTY INCOME & GROWTH FUND

1999 4.63%

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

BEST AND WORST QUARTER RESULTS

<TABLE>
<CAPTION>
PORTFOLIO BEST QUARTER WORST QUARTER

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

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

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

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<PAGE> 7

AVERAGE ANNUAL RETURN
AS OF 12/31 EACH YEAR

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

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

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

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

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

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

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<PAGE> 8

FEES AND EXPENSES

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

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

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

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

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

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

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

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

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* 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.

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<PAGE> 9
PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

PRINCIPAL INVESTMENT STRATEGIES

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

ALPINE U.S. REAL ESTATE EQUITY FUND

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

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

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

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

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

ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND

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

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

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

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<PAGE> 10

ALPINE REALTY INCOME & GROWTH FUND

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

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

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

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

INVESTMENT RISKS

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

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<PAGE> 11

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

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

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

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

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

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

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

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<PAGE> 12

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

MANAGEMENT OF THE FUND

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

INVESTMENT ADVISER

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

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

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

PORTFOLIO MANAGER

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

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<PAGE> 13

HOW TO BUY SHARES

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

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

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

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

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

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

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

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<PAGE> 14

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

HOW TO REDEEM SHARES

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

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

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

-14-
<PAGE> 15

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

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

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

EXCHANGE PRIVILEGE

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

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

EXCHANGES BY TELEPHONE. To exchange shares by telephone:

- Call 888-785-5578.

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

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

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

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

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

-15-
<PAGE> 16

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

EXCHANGES BY MAIL. To exchange shares by mail:

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

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

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

SHAREHOLDER SERVICES

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

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

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

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

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

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

-16-
<PAGE> 17

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

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

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

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

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

-17-
<PAGE> 18

FINANCIAL HIGHLIGHTS

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

ALPINE U.S. REAL ESTATE EQUITY FUND

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

1999(a) 1998(a) 1997(a) 1996(a) 1995(a)
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CLASS Y SHARES
NET ASSET VALUE BEGINNING OF YEAR............... $12.47 $ 19.49 $ 12.56 $ 11.44 $ 10.07
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net investment income (loss)................ (0.02) 0.13 0.16(b) 0.24 0.23
Net realized and unrealized gain (loss)
foreign exchange transactions, short sales
and investments......................... (1.26) (4.32) 8.63 1.29 1.46
------- ------- ------- ------- -------
Total from investment operations............ (1.28) (4.19) 8.79 1.53 1.69
======= ======= ======= ======= =======
LESS DISTRIBUTIONS
Net investment income....................... -- (0.15) (0.28)(b) (0.20) (0.20)
Net realized gain from investments.......... -- (2.68) (1.58) (0.21) (0.12)
In excess of net realized gains from (0.11) -- -- -- --
investments.............................
Tax return of capital (0.01) -- -- -- --
------- ------- ------- ------- -------
Total distributions......................... (0.12) (2.83) (1.86) (0.41) (0.32)
------- ------- ------- ------- -------
NET ASSET VALUE END OF YEAR..................... $11.07 $12.47 $19.49 $12.56 $11.44
======= ======= ======= ======= =======
TOTAL RETURN (EXCLUDES SALES CHARGES)........... (10.40)% (24.69)% 78.79% 13.57% 17.63%
ANNUALIZED RATIOS/Supplementary Data:
Net Assets at end of period (000)........... $17,405 $ 25,832 $ 19,459 $ 10,601 $ 9,456
Ratio of expenses to average net assets..... 2.68% 1.70% 1.51% 1.46% 1.50%
Ratio of interest expense to average net
assets.................................. N/A N/A N/A 0.04% N/A
Ratio of net investment income (loss)
to average net assets................... (0.19)% 0.58% 1.10% 2.02% 2.45%
Ratio of expenses to average net assets (c). N/A N/A 1.50% N/A N/A
Ratio of expenses to average net assets (d). 2.68% 1.72% 2.26% 2.25% 2.70%
Ratio of net investment income (loss) to
average net assets (d).................. (0.19)% 0.56% 1.08% 2.00% 2.43%
Portfolio Turnover (e)...................... 77% 138% 205% 169% 115%
</TABLE>

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

(b) The per share amount of net investment income is not in accord with the
distributions per share from net investment income due to the timing of
sales of Fund shares after the Fund declared its annual income distribution
on December 26, 1996. The distributions declared on such date were paid
principally from net investment income earned during the previous fiscal
year.

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

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

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

-18-
<PAGE> 19

ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND

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

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

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

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

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

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

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

-19-
<PAGE> 20

ALPINE REALTY INCOME & GROWTH FUND

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

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

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

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

(d) Annualized.

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

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

-20-
<PAGE> 21

ADDITIONAL INFORMATION

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

INVESTMENT ADVISER

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

CUSTODIAN

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

TRANSFER AGENT &
DIVIDEND DISBURSING AGENT

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

LEGAL COUNSEL

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

INDEPENDENT PUBLIC ACCOUNTANTS

PRICEWATERHOUSECOOPERS LLP
100 East Broad Street
Columbus, Ohio 43215

DISTRIBUTOR

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

-21-
<PAGE> 22

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> 23

P R O S P E C T U S

Dated February 1, 2000

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

Series of Alpine Equity Trust

3435 Stelzer Road
Columbus, Ohio 43219

Class A Shares
Class B Shares

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

<PAGE> 24

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----

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

</TABLE>

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

-2-

<PAGE> 25

ABOUT THE FUNDS

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

-3-

<PAGE> 26

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

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

FUND RISK/RETURN COMPARISON

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

-4-

<PAGE> 27

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

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

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

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

[BAR GRAPH]

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

-5-
<PAGE> 28

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

[BAR GRAPH]

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

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

[BAR GRAPH]

1999 4.39%

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

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

CLASS A
-------

PORTFOLIO BEST QUARTER WORST QUARTER

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

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

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

-6-
<PAGE> 29

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

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

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

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

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

-7-
<PAGE> 30

FEES AND EXPENSES

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

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

ANNUAL FUND OPERATING EXPENSES

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

EXAMPLE--ESTIMATED COST TO INVESTORS

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS B
------- ------- -------
(ASSUMING (ASSUMING NO
REDEMPTION) REDEMPTION AT
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.

ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND

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

-8-

<PAGE> 31

EXAMPLE--ESTIMATED COST TO INVESTORS

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS B
------- ------- -------
(ASSUMING (ASSUMING NO
REDEMPTION) REDEMPTION AT
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>

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

EXAMPLE--ESTIMATED COST TO INVESTORS
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS B
------- ------- -------
(ASSUMING (ASSUMING NO
REDEMPTION) REDEMPTION AT
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.

PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

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

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

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

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

-9-
<PAGE> 32

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

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

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

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

-10-
<PAGE> 33

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

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

-11-

<PAGE> 34

-12-

<PAGE> 35

MANAGEMENT OF THE FUND

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

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

DISTRIBUTION ARRANGEMENTS

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

-13-

<PAGE> 36

HOW TO BUY SHARES

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

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

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

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

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

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

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

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

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

</TABLE>

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

-14-

<PAGE> 37

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

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

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

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

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

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

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

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

-15-

<PAGE> 38

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

HOW TO REDEEM SHARES

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

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

REDEEMING SHARES BY MAIL. To redeem shares by mail:

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

REDEEMING SHARES BY TELEPHONE. To redeem shares by telephone:

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

-16-

<PAGE> 39

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

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

EXCHANGE PRIVILEGE

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

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

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

-17-

<PAGE> 40

EXCHANGES BY TELEPHONE. To exchange shares by telephone:

- Call 888-785-5578.

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

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

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

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

EXCHANGES BY MAIL. To exchange shares by mail:

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

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

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

SHAREHOLDER SERVICES

-18-

<PAGE> 41

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

-19-
<PAGE> 42

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

FINANCIAL HIGHLIGHTS

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

-20-

<PAGE> 43

ALPINE U.S. REAL ESTATE EQUITY FUND

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
------------------------
1999(a) 1998(a) 1997(a) 1996(a) 1995(b)
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CLASS A SHARES
NET ASSET VALUE BEGINNING OF YEAR...................... $ 12.34 $ 19.34 $ 12.49 $ 11.42 $ 9.21
------- ------- ------- ------- -------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net investment income (loss)....................... (0.01) 0.08 0.12(d) 0.20 0.18
Net realized and unrealized gain (loss)
foreign exchange transactions, short sales
and investments ............................... (1.28) (4.25) 8.57 1.28 2.03
------- ------- ------- ------- -------
Total from investment operations................... (1.29) (4.17) 8.69 1.48 2.21
------- ------- ------- ------- -------
LESS DISTRIBUTIONS
Net investment
income......................................... -- (c) (0.15) (0.26)(d) (0.20) --
Net realized gain from investments................. -- (2.68) (1.58) (0.21) --
In excess of net realized gains from
investments (0.11) -- -- -- --
Tax return of capital (0.01) -- -- -- --
------- ------- ------- ------- -------
Total distributions................................ (0.12) (2.83) (1.84) (0.41) --
------- ------- ------- ------- -------
NET ASSET VALUE END OF YEAR............................ $ 10.93 $ 12.34 $ 19.34 $ 12.49 $ 11.42
======= ======= ======= ======= =======
TOTAL RETURN (EXCLUDES SALES CHARGES).................. (10.59)% (24.86)% 78.28% 13.12% 24.00%
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000).................. $ 2,200 $ 5,582 $ 2,778 $ 263 $ 5
Ratio of expenses to average net assets ........... 2.82% 1.95% 1.77% 1.72% 1.78%(g)
Ratio of interest expense to average net
assets.... N/A N/A N/A 0.04% N/A
Ratio of net investment income (loss) to
average net assets (0.05)% 0.27% 0.90% 1.60% 3.13%(g)
Ratio of expenses to average net assets (e)........ N/A N/A 1.76% N/A N/A
Ratio of expenses to average net assets (f)........ 2.82% 1.97% 2.49% 9.65% 364.74%(g)
Portfolio Turnover (h)............................. 77% 138% 205% 169% 115%
</TABLE>

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

(b) For the period from March 10, 1995 (commencement of Class operations) to
September 30, 1995.

(d) The per share amount of net investment income is not in accord with the
distributions per share from net investment income due to the timing of
sales of Fund shares after the Fund declared its annual income distribution
on December 26, 1996. The distributions declared on such date were paid
principally from net investment income earned during the previous fiscal
year.

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

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

(g) Annualized.

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

-21-

<PAGE> 44

ALPINE U.S. REAL ESTATE EQUITY FUND

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
------------------------
1999(a) 1998(a) 1997(a) 1996(a) 1995(b)
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CLASS B SHARES
NET ASSET VALUE BEGINNING OF YEAR...................... $ 12.12 $ 19.14 $ 12.41 $ 11.37 $ 9.19
------- ------- ------- ------- -------
INCOME (LOSS) FROM INVESTMENT OPERATIONS
Net investment income (loss)....................... (0.12) (0.05) 0.02(c) 0.13 0.05
Net realized and unrealized gain (loss)
foreign exchange transactions, short
sales, and investments......................... (1.23) (4.18) 8.49 1.27 2.13
------- ------- ------- ------- -------
Total from investment operations................... (1.35) (4.23) 8.51 1.40 2.18
------- ------- ------- ------- -------
LESS DISTRIBUTIONS
Net investment income.............................. -- (0.11) (0.20)(c) (0.15) --
------- ------- ------- ------- -------
Net realized gain from investments................. -- (2.68) (1.58) (0.21) --
------- ------- ------- ------- -------
In excess of net realized gains from
investments (0.11) -- -- -- --
Tax return of capital (0.01) -- -- -- --
------- ------- ------- ------- -------
Total distributions................................ (0.12) (2.79) (1.78) (0.36) --
------- ------- ------- ------- -------
NET ASSET VALUE END OF YEAR............................ $ 10.65 $ 12.12 $ 19.14 $ 12.41 $ 11.37
======= ======= ======= ======= =======
TOTAL RETURN (EXCLUDES SALES CHARGES).................. (11.28)% (25.43)% 76.87% 12.49% 23.72%
ANNUALIZED RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000).................. $ 3,094 $ 6.352 $ 3,446 $ 431 $ 160
Ratio of expenses to average net assets............ 3.61 2.70% 2.52% 2.46% 2.51%(f)
Ratio of interest expense to average net assets.... N/A N/A N/A 0.04% N/A
Ratio of net investment income (loss) to average net
assets (0.96)% (0.42)% 0.12% 1.05% 2.00%(f)
Ratio of expenses to average net assets (d)........ N/A N/A 2.51% N/A N/A
Ratio of expenses to average net assets (e)........ 3.61% 2.72% 3.24% 6.19% 28.70%(f)
Portfolio Turnover (g).............................. 77% 138% 205% 169% 115%

</TABLE>

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

(b) For the period from March 7, 1995 (commencement of Class operations) to
September 30, 1995.

(c) The per share amount of net investment income is not in accord with the
distributions per share from net investment income due to the timing of
sales of Fund shares after the Fund declared its annual income distribution
on December 26, 1996. The distributions declared on such date were paid
principally from net investment income earned during the previous fiscal
year.

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

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

(f) Annualized.

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

-22-

<PAGE> 45

ALPINE INTERNATIONAL REAL ESTATE EQUITY FUND

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

</TABLE>

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

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

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

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

(f) Annualized.

(g) Not annualized.

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

-23-
<PAGE> 46

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

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

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

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

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

(f) Annualized.

(g) Not annualized.

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

-24-

<PAGE> 47

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

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

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

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

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

(d) Not annualized.

(e) Annualized

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

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

-25-

<PAGE> 48

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

<TABLE>
<CAPTION>
PERIOD ENDED OCTOBER 31,

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

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

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

(d) Not annualized.

(e) Annualized

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

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

-26-

<PAGE> 49

ADDITIONAL INFORMATION

INVESTMENT ADVISER

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

CUSTODIAN

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

TRANSFER AGENT &
DIVIDEND DISBURSING AGENT

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

LEGAL COUNSEL

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

INDEPENDENT PUBLIC ACCOUNTANTS

PRICEWATERHOUSECOOPERS LLP
100 East Broad Street
Columbus, Ohio 43215

DISTRIBUTOR

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

-27-

<PAGE> 50

TO OBTAIN MORE INFORMATION ABOUT THE FUNDS

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

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

BY TELEPHONE - 1-888-785-5578

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

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

Investment Company Act File Number 811-05684.