The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Fund involved in validating your vote if you fail to sign your proxy card properly.
Alpine Global Dynamic Dividend Fund
c/o ALPS Fund Services, Inc.
1625 Broadway, Suite 2200
Denver, Colorado 80202
PROXY STATEMENT
March 12, 2007
General.This Proxy Statement is being furnished by the Board of Trustees (at times, the “Board”) of the Alpine Global Dynamic Dividend Fund (the “Fund” or the “Trust”), to the shareholders of the Fund, in connection with the Fund’s solicitation of shareholders’ proxies for use at its Annual Meeting (the “Meeting”) scheduled to be held March 12, 2007, at 11:00 a.m., Eastern Time, at Reckson Conference Center,707 Westchester Avenue, White Plains, New York 10604, for the purposes set forth below and in the accompanying Notice of Annual Meeting. The approximate mailing date of this Proxy Statement to shareholders is January 26, 2007. At the Meeting, the shareholders of the Fund will be asked:
| 1. | To elect Mr. H. Guy Leibler as a Trustee to the Board of Trustees until his successor has been duly elected and qualified. |
|
| 2. | To transact such other business as may properly come before the Meeting or any adjournments thereof. |
Record Date/Shareholders Entitled to Vote.The Fund is a closed-end registered investment company under the Investment Company Act of 1940 (the “Investment Company Act”). The record holders of outstanding shares of the Fund are entitled to vote one vote per share (and a fractional vote per fractional share) on all matters presented at the Meeting. Shareholders of the Fund at the close of business on January 17, 2007 will be entitled to be present and vote at the Meeting. As of that date, there were 23,564,780 shares of the Fund outstanding and entitled to vote, representing total net assets of approximately $506,629,451.
Voting Proxies. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by completing, dating, signing and returning the enclosed proxy card. Properly executed proxies will be voted as you instruct by the persons named in the accompanying proxy statement. In the absence of such direction, however, the persons named in the accompanying proxy statement intend to vote“FOR” the election of Mr. Leibler and may vote in their discretion with respect to other matters not now known to the Board that may be presented at the Meeting. Shareholders who execute proxies may revoke them at any time before they are voted, either by writing to the Secretary of the Trust, Oliver Sun, c/o Alpine Woods Capital Investors, LLC, 2500 Westchester Avenue, Suite 215, Purchase, New York 10577, or in person at the time of the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting, and any adjournments thereof, as instructed. Attendance by a shareholder at the Meeting does not, in itself, revoke a proxy.
1
The election of a Trustee to the Board of Trustees requires the affirmative vote of a plurality of the shares of beneficial interest entitled to vote for the election of any Trustee present in person or represented by proxy at a meeting with a quorum present. For purposes of the election of Trustees, abstentions and broker non-votes will be counted as shares present for quorum purposes, but will not be treated as votes cast. Abstentions and broker non-votes, therefore, will have no effect on the election of Mr. Leibler as a Trustee. All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon. Proxies received prior to the Meeting on which no vote is indicated will be voted “FOR” the election of Mr. Leibler as a Trustee.
Quorum Required to Hold Meeting.In order to transact business at the Meeting, a “quorum” must be present. Under the Trust’s Agreement and Declaration of Trust, a quorum is constituted by the presence in person or by proxy of shareholders representing a majority of the outstanding shares of the Fund on the record date entitled to vote on a matter.
Abstentions and broker non-votes (i.e., proxies from brokers or nominees indicating that they have not received instructions from the beneficial owners on an item for which the brokers or nominees do not have discretionary power to vote) will be treated as present for determining whether a quorum is present with respect to a particular matter. Abstentions and broker non-votes will not, however, be treated as votes cast at the Meeting. Abstentions and broker non-votes, therefore, will have no effect on proposals which require a plurality or majority of votes cast for approval, but will have the same effect as a vote “against” on proposals requiring any percentage of the outstanding voting securities of the Fund for approval.
If a quorum of shareholders of the Fund is not present at the Meeting, or if a quorum is present but sufficient votes to elect Mr. Leibler as a Trustee are not received, the shareholders present at the Meeting or the persons named as proxies shall have the power, but are under no obligation to, to propose an adjournment of the Meeting without further notice other than announcement at the Meeting until such quorum shall be present. The shareholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting on a matter shall also have the power to adjourn the Meeting. Written notice of such an adjournment stating the place, date and hour thereof, and in the case of a special meeting, specifying the purpose or purposes thereof, shall be given to each shareholder entitled to vote thereat, at least (10) days prior to the meeting, if the Meeting is adjourned to a date more than one hundred thirty (130) days after the original Record Date set for the Meeting. With respect to the election of Mr. Leibler as a Trustee, the persons named as proxies will vote all proxies in favor of adjournment that voted in favor of the election, and vote against adjournment all proxies that voted against such election. Abstentions and broker non-votes will have the same effect at any adjourned meeting as noted above. Any business that might have been transacted at the Meeting may be transacted at any such adjourned session(s) at which a quorum is present.
Method and Cost of Proxy Solicitation.Proxies will be solicited by the Trust primarily by mail. Although it is not anticipated, the solicitation may also include telephone, facsimile, electronic or oral communications by certain officers or employees of the Fund, Alpine Woods Capital Investors, LLC (the “Investment Adviser”), or ALPS Fund Services, Inc. (“ALPS”), the Fund’s administrator, who will not be paid for these services. The Fund, the Investment Adviser or ALPS may also request broker-dealer firms, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of the shares of the Fund held
2
of record by such persons. If requested, the Fund shall reimburse such broker-dealer firms, custodians, nominees and fiduciaries for their reasonable expenses incurred in connection with such proxy solicitation, including reasonable expenses in communicating with persons for whom they hold shares of the Fund.
PROPOSAL
ELECTION OF TRUSTEE
Background. At the Meeting, shareholders will be asked to vote for the election of H. Guy Leibler, to serve as an Independent Trustee until his successor is duly elected and qualified.
The persons named as proxies on the proxy card enclosed with this Proxy Statement intend to vote at the Meeting“FOR” the election of Mr. Leibler to serve as a Trustee of the Trust (and Fund) until his successor has been duly elected and qualified.
Mr. Leibler has consented to be named in this Proxy Statement and has agreed to serve if elected. If Mr. Leibler should be unable to serve due to an event not now anticipated, the persons named as proxies will vote for such other nominee as may be proposed by the Nominating Committee of the Trust.
Information Concerning the Nominee/ Trustees.The following table sets forth information about Mr. Leibler for election to the Board of Trustees and each currently-elected member of the Board of Trustees, his name, address, age, position with the Trust, term of office and length of service with the Trust, principal occupation or employment and other directorships during the past five years. Mr. Leibler and each other Independent Trustee is not considered to be an “interested person” within the meaning of the Investment Company Act.
3
NOMINEE/ TRUSTEES |
| | | | | | | | Number of | | |
| | | | Term of | | | | Portfolios | | |
| | | | Office and | | Principal | | in Fund | | Other |
| | | | Length | | Occupation | | Complex* | | Directorships |
Name, Address | | | | of Time | | During the Past | | Overseen | | held by |
and Age | | Position | | Served | | Five Years | | by Trustee | | Trustee |
|
H. Guy Leibler | | Nominee/ | | Until 2007, | | Vice Chair and | | 10 | | Chairman |
(52), | | Independent | | since June | | Chief Operating | | | | Emeritus, |
2500 Westchester | | Trustee | | 23, 2006. | | Officer of L&L | | | | White Plains |
Ave | | | | | | Holding Company, | | | | Hospital |
Purchase, NY | | | | | | LLC since 2004; | | | | Center; |
10577 | | | | | | President, | | | | Trustee, each of |
| | | | | | Skidmore, Owings | | | | the Alpine |
| | | | | | & Merrill LLP | | | | Trusts.* |
| | | | | | (2001-2003). | | | | |
|
Jeffrey E. | | Independent | | Until 2008, | | Partner, Loeb, | | 10 | | Dynasty |
Wacksman (46) | | Trustee | | since June | | Block & Partners | | | | Holdings, Inc.; |
2500 Westchester | | | | 23, 2006. | | LLP since 1994. | | | | Bondi Icebergs |
Ave | | | | | | | | | | Inc.; MH |
Purchase, NY | | | | | | | | | | Properties, Inc.; |
10577 | | | | | | | | | | Trustee, each of |
| | | | | | | | | | the Alpine |
| | | | | | | | | | Trusts. |
Laurence B. | | Independent | | Until 2009, | | Real estate | | 10 | | Chicago Public |
Ashkin (78), | | Trustee | | since June | | developer and | | | | Radio; Vice- |
2500 Westchester | | | | 23, 2006. | | construction | | | | Chairman, |
Ave | | | | | | consultant since | | | | Perspective |
Purchase, NY | | | | | | 1980; Founder and | | | | Charter |
10577 | | | | | | President of | | | | Schools; |
| | | | | | Centrum | | | | Trustee, each of |
| | | | | | Properties, Inc. | | | | the Alpine |
| | | | | | since 1980. | | | | Trusts. |
|
Samuel A. | | Interested | | Until 2009, | | CEO of Alpine | | 10 | | Trustee, each of |
Lieber** (50), | | Trustee and | | since May | | Woods Capital | | | | the Alpine |
2500 Westchester | | President | | 11, 2006. | | Investors, LLC | | | | Trusts. |
Ave | | | | | | since 1997; | | | | |
Purchase, NY | | | | | | President of the | | | | |
10577 | | | | | | Alpine Trusts | | | | |
| | | | | | since 1998. | | | | |
|
* The Fund Complex includes the Fund, each series of the Alpine Series Trust (Alpine Dynamic Balance Fund, Alpine Dynamic Dividend Fund, Alpine Dynamic Financial Services Fund and Alpine Dynamic Innovators Fund), each series of the Alpine Equity Trust (Alpine U.S. Real Estate Equity Fund, Alpine International Real Estate Equity Fund and Alpine Realty Income & Growth Fund), each series of the Alpine Income Trust (Alpine Municipal Money Market Fund and Alpine Tax Optimized Income Fund) and the Alpine Total Dynamic Dividend Fund.** Mr. Lieber is the CEO of the Investment Adviser and is also the son of Stephen A. Lieber.
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EXECUTIVE OFFICERS
The current executive officers of the Fund include the following:
| | | | Term of | | | | |
| | | | Office | | | | |
| | | | and | | | | Other |
| | | | Length of | | Principal Occupation | | Directorships |
Name, Address | | | | Time | | During the Past Five | | held by |
and Age | | Position | | Served | | Years | | Trustee |
|
Stephen A. Lieber | | Executive | | Indefinite, | | Chief Investment Officer, | | None |
(81) | | Vice | | since June | | Alpine Woods Capital | | |
2500 Westchester | | President | | 23, 2006. | | Investors, LLC since | | |
Ave | | | | | | 2003. Chairman and | | |
Purchase, NY | | | | | | Senior Portfolio Manager, | | |
10577 | | | | | | Saxon Woods Advisors, | | |
| LLC since 1999. | | |
Sheldon R. | | Vice | | Indefinite, | | Chief Financial Officer | | None |
Flamm (58) | | President, | | since May | | and Senior Managing | | |
2500 Westchester | | Treasurer/ | | 11, 2006. | | Director, Alpine Woods | | |
Ave | | Chief | | | | Capital Investors, LLC, | | |
Purchase, NY | | Compliance | | | | since 2001; Chief | | |
10577 | | Officer | | | | Financial Officer, Saxon | | |
| | | | | | Woods Advisors, LLC | | |
| since 1999. | | |
Oliver Sun (42) | | Secretary | | Indefinite, | | Controller of Alpine | | None |
2500 Westchester | | | | since June | | Woods Capital Investors, | | |
Ave. | | | | 23, 2006. | | LLC since 1998. | | |
Purchase, NY | | | | | | | | |
10577 | |
Board Meetings and Committees.The Trust’s Board held three regular meetings during the fiscal year ended October 31, 2006. The Board has also established three standing committees in connection with the governance of the Trust; an Audit Committee, a Nominating Committee, and a Valuation Committee. For the fiscal year ended October 31, 2006, Mr. Leibler attended at least 75% of the aggregate of (1) the total number of meetings of the Board during the period for which he was a Trustee; and (2) the total number of meetings held by Fund committees during the period for which he was a Trustee.
Audit Committee.The Board has an Audit Committee consisting of all the Trustees who are not “interested persons” as defined in the Investment Company Act. In addition, the members of the Audit Committee are also “independent,” as defined in Rule 4200(a) of the National Association of Securities Dealers listing standards. The members of the Audit Committee include H. Guy Leibler, Jeffrey E. Wacksman and Laurence B. Ashkin. Mr. Ashkin serves as the Chairman of the Audit Committee and is the Audit Committee Financial Expert, as such term is defined in Section 407 of the Sarbanes-Oxley Act of 2002. The Audit Committee is responsible for advising the full Board regarding accounting, auditing and financial matters affecting the Trust. The Audit Committee met once during the fiscal year
5
ended October 31, 2006. The Board has adopted a written Charter for the Audit Committee, which is attached hereto at Appendix A.
Nominating Committee.The Board has a Nominating Committee consisting of all the Trustees who are not “interested persons.” The members of the Nominating Committee include H. Guy Leibler, Jeffrey E. Wacksman and Laurence B. Ashkin. Mr. Leibler will serve as the Chairman of the Nominating Committee. The Nominating Committee is responsible for seeking and reviewing candidates for consideration as nominees for Trustees as is considered necessary from time to time. The Board has adopted a written Charter for the Nominating Committee on June 23, 2006. The Nominating Committee did not formally meet during the fiscal year ended October 31, 2006.
The Nominating Committee will review shareholders’ nominations to fill vacancies on the Board. Recommendations for consideration by the Nominating Committee should be sent to the Chairman of the Nominating Committee in writing together with the appropriate biographical information concerning each such proposed nominee, and such recommendation must comply with the notice provisions set forth in the Trust By-Laws. In general, to comply with such procedures, such nominations, together with all required biographical information, must be delivered to and received by the Chairman of the Nominating Committee at the principal executive offices of the Trust not later than 60 days prior to the shareholder meeting at which any such nominee would be voted on.
In identifying and evaluating nominees for Trustee, the Nominating Committee seeks to ensure that the Board of Trustees possess, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, and also seeks to ensure that the Board of Trustees is comprised of trustees who have broad and diverse backgrounds. The Nominating Committee looks at each nominee on a case-by-case basis. In looking at the qualification of each candidate to determine if their election would further the goals described above, the Nominating Committee takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge. However, the Board of Trustees believes that to be recommended as a nominee, whether by the Nominating Committee or at the suggestion of a shareholder, each candidate must: (1) display the highest personal and professional ethics, integrity and values; (2) have the ability to exercise sound business judgment; (3) must be highly accomplished in his or her respective field; (4) have a relevant expertise and experience; (5) be able to represent all shareholders and be committed to enhancing long-term shareholder value; and (6) have sufficient time available to devote to activities of the Board of Trustees and to enhance his or her knowledge of the Trust’s business.
Valuation Committee. The Board has a Valuation Committee consisting of all the Trustees who are not “interested persons.” The members of the Valuation Committee include H. Guy Leibler, Jeffrey E. Wacksman and Laurence B. Ashkin. Mr. Wacksman will serve as Chairman of the Valuation Committee. The Valuation Committee is responsible for (1) monitoring the valuation of portfolio securities and other investments, and (2) as required by the Trust’s valuation policies, when the full Board of Trustees is not in session, determining the fair value of illiquid and other holdings after consideration of all relevant factors, which
6
determinations are reported to the Board of Trustees. The Valuation Committee did not meet during the fiscal year ended October 31, 2006.
Communication to the Trustees.Shareholders may contact the Trustees directly by contacting the Secretary of the Trust at the principal executive offices of the Trust with such request. Such correspondences should be sent to Oliver Sun, Secretary, c/o Alpine Woods Capital Investors, LLC, 2500 Westchester Avenue, Suite 215, Purchase, New York 10577.
Compensation of Trustees.Under the federal securities laws, the Fund is required to provide to its stockholders in connection with the Meeting information regarding compensation paid to Trustees by the Fund as well as by the various other U.S. registered investment companies advised by the Fund’s investment adviser during its prior fiscal year. For the fiscal year ended October 31, 2006, the Fund paid fees of $6,000 to each Trustee who is not an officer or employee of the Investment Adviser (or any affiliated company of the Investment Adviser). Reasonable out-of-pocket expenses of Trustees who are not affiliated persons of the Investment Adviser (or any affiliated company of the Investment Adviser) which are incurred in connection with attending meetings of the Board and its committees are also reimbursed.
The table below sets forth the amount of compensation (and expenses) the Trustees received from the Trust during the fiscal year ended October 31, 2006. Currently, the Trust does not have a bonus, profit sharing, pension or retirement plan.
| Aggregate Compensation | Total Compensation from |
Name of Trustee | From the Fund | Fund and Fund Complex |
| | Paid to Trustee |
Laurence B. Ashkin | $6,000 | $12,000 |
| | |
H. Guy Leibler | $6,000 | $12,000 |
| | |
Jeffrey E. Wacksman | $6,000 | $12,000 |
| | |
Samuel A. Lieber | NONE | NONE |
7
Management Ownership.To the knowledge of the Fund’s management, before the close of business on January 17, 2007, the officers and Trustees of the Trust owned, as a group, less than 1% of the outstanding shares of the Fund. The following table sets forth the aggregate dollar range of equity securities beneficially owned of the Fund and of all Funds overseen by each Trustee in the Fund Complex as of October 31, 2006:
Amount Invested Key
A. $1-$10,000
B. $10,001-$50,000
C. $50,001-$100,000
D. over $100,000
| | | | Aggregate Dollar Range |
| | | | of Equity Securities in all |
| | | | Funds Overseen by |
| | Dollar Range of | | Trustees in Fund |
Name of Trustee | | Fund Shares Owned | | Complex* |
Independent Trustees | | | | |
Jeffrey E. Wacksman | | B | | D |
Laurence B. Ashkin | | C | | D |
H. Guy Leibler | | None | | None |
Interested Trustee | | | | |
Samuel A. Lieber | | B | | D |
* The Fund Complex includes the Fund, each series of the Alpine Series Trust (Alpine Dynamic Balance Fund, Alpine Dynamic Dividend Fund, Alpine Dynamic Financial Services Fund and Alpine Dynamic Innovators Fund), each series of the Alpine Equity Trust (Alpine U.S. Real Estate Equity Fund, Alpine International Real Estate Equity Fund and Alpine Realty Income & Growth Fund), each series of the Alpine Income Trust (Alpine Municipal Money Market Fund and Alpine Tax Optimized Income Fund) and the Alpine Total Dynamic Dividend Fund.
Trustee Transactions with Fund Affiliates.As of January 17, 2007, neither the Independent Trustees nor members of their immediate family owned securities beneficially or of record in the Investment Adviser, or an affiliate of the Investment Adviser. Furthermore, over the past five years, neither the Independent Trustees nor members of their immediate family have any direct or indirect interest, the value of which exceeds $60,000, in the Investment Adviser or any of its affiliates. In addition, since the beginning of the last two fiscal years, neither the Independent Trustees nor members of their immediate family have conducted any transactions (or series of transactions) or maintained any direct or indirect relationship in which the amount involved exceeds $60,000 and to which the Investment Adviser or any affiliate thereof was a party.
Required Vote. The election of a Trustee to the Board of Trustees requires the affirmative vote of a plurality of the shares of beneficial interests entitled to vote for the election any Trustee, represented in person or by proxy at a meeting of the stockholders with a quorum present. For purposes of the election of Mr. Leibler, abstentions and broker non-votes will be treated as votes present at the Meeting, but will not be treated as votes cast. Abstentions and broker non-votes, therefore, will have no effect on the election of Mr. Leibler as a Trustee.
8
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION
OF MR. H. GUY LEIBLER TO THE BOARD OF TRUSTEES. ANY
SIGNED BUT UNMARKED PROXIES WILL BE SO VOTED “FOR”
APPROVAL OF THIS PROPOSAL.
INFORMATION ABOUT THE FUND
The Fund’s current Investment Adviser is Alpine Woods Capital Investors, LLC, 2500 Westchester Avenue, Suite 215, Purchase New York 10577. The Fund’s administrator is ALPS Fund Services, Inc., 1625 Broadway, Suite 2200, Denver, Colorado 80202. The Fund’s transfer and dividend disbursing agent is The Bank of New York, One Wall Street, New York, New York 10286. The Bank of New York also serves as the Fund’s Custodian for the Fund’s securities and cash and is located at 101 Barclay Street, New York, New York 10286.
Independent Registered Public Accounting Firm.Deloitte & Touche LLP (“Deloitte”), 555 East Wells Street, Milwaukee, Wisconsin, 53202 currently serves as the independent registered public accountants for the Trust. Representatives of Deloitte are not expected to attend the Meeting but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence.
The Trust has engaged Deloitte to perform audit services, audit-related services, tax services and other services for the current fiscal year. “Audit services” refer to performing an audit of the Trust’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the aggregate fees billed for the fiscal year ended October 31, 2006 for audit fees, audit-related fees, tax fees and other fees by Deloitte:
| Aggregate total for fiscal |
| year |
| ended 10/31/06 |
|
Audit Fees | $29,000.00 |
Audit-Related | |
Fees | NONE |
|
Tax Fees | $4,100.00 |
|
All Other Fees | $34,260.00 |
The Fund’s Audit Committee has adopted pre-approval policies and procedures that require the Audit Committee to pre-approve all audit and non-audit services of the Trust, including services provided to any entity affiliated with the Trust. All of Deloitte hours spent on auditing the Trust’s financial statements were attributed to work performed by full-time permanent employees of Deloitte.
9
For the past two fiscal years, Deloitte has not billed the Trust or the Investment Adviser (or any entity controlling, controlled by or under common control with the Investment Adviser) for, nor accrued for on behalf of the Trust or the Investment Adviser, any non-audit fees other than certain tax fees. The Audit Committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the Investment Adviser or any entity controlling, controlled by or under common control with the Investment Adviser, is compatible with maintaining Deloitte’s independence, and has concluded that the provision of such non-audit services by Deloitte has not compromised their independence.
Audit Committee Report.The Audit Committee has met and held discussions with the Fund’s Administrator and the Fund’s independent accountants. The independent accountants represented to the Audit Committee that the Fund’s financial statements were prepared in accordance with U.S. generally accepted accounting principles, and the Audit Committee has reviewed and discussed the financial statements with the Fund’s Administrator and its independent accountants. The Audit Committee also discussed with the independent accountants matters required to be discussed by Statement on Auditing Standards No. 61.
The Fund’s independent accountants also provided to the Audit Committee the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit Committee discussed with the independent accountants’ their independence, in light of the services they were providing.
Based upon the Audit Committee’s discussion with the Fund’s Administrator and the independent accountants and the Audit Committee’s review of the representations of the Fund’s Administrator and the report of the independent accountants to the Audit Committee, the Audit Committee recommended that the Board of Trustees include the audited financial statements in the Fund’s Annual Report for the fiscal year ended October 31, 2006 filed with the U.S. Securities and Exchange Commission (the “Commission”).
Section 16(a) Beneficial Ownership Reporting Compliance.Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 30(h) of the Investment Company Act in combination require the Fund's directors and officers, persons who own more than ten (10%) of the Fund's common stock, and the Fund's Investment Adviser and its directors and officers, to file reports of ownership and changes in ownership with the SEC. The Fund believes that the Fund's directors and officers, the Fund's Investment Adviser and its members and officers have complied with all applicable filing requirements during the year ended October 31, 2006.
Information Pertaining to Certain Stockholders.To the knowledge of the Fund’s management, before the close of business on January 17, 2007, the following table sets forth the beneficial ownership of shares of the Fund by each person known to the Fund to be deemed the beneficial owner of more than five (5%) percent of the outstanding shares of the Fund:
10
Name and Address | Number of | Percentage | Type of |
| Shares | Ownership | Ownership |
|
First Clearing, LLC | 9,499,728 | 40.31% | Beneficial |
901 East Byrd Street, 12thFloor | | | |
Mail Code WS2491 | | | |
Richmond, VA 23219 | | | |
|
Citigroup Global Markets | 5,640,551 | 23.94% | Beneficial |
399 Park Avenue | | | |
New York, NY 10022 | | | |
|
National Financial Services, LLC | 1,305,710 | 5.54% | Beneficial |
200 Seaport Boulevard | | | |
Mail Zone L10C | | | |
Boston, MA 02110 | | | |
|
INFORMATION ABOUT THE FUND The Fund /Trust is required by federal law to file reports, proxy statements and other information with the Securities and Exchange Commission. The SEC maintains a website that contains information about the Fund (www.sec.gov.). Any such proxy material, reports and other information can be inspected and copied, after paying a duplicating fee, at the Office of Public Reference, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-0102.
Reports to Shareholders.COPIES OF THE FUND’S MOST RECENT REPORT ARE AVAILABLE WITHOUT CHARGE UPON WRITING TO THE FUND, C/O ALPS FUND SERVICES, INC., 1625 BROADWAY, SUITE 2200, DENVER, COLORADO 80202. THESE REPORTS ARE ALSO AVAILABLE ON THE SEC’S WEBSITE,WWW.SEC.GOV, AND AT WWW.ALPINECEF.COM.
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GENERAL INFORMATION
Other Matters to come Before the Meeting.The Trust’s management does not know of any matters to be presented at the Meeting other than those described in this Proxy Statement. If other business should properly come before the Meeting, the proxy holders will vote thereon in accordance with their best judgment.
Shareholder Proposals.The Meeting is an annual meeting of shareholders. Any shareholder who wishes to submit a proposal for consideration at the meeting should submit the proposal or notice of the proposal, if the shareholder chooses to include the proposal in the Trust’s proxy materials, to the Trust within a reasonable time prior to the Trust printing and mailing its proxy materials in accordance with, respectively, Rule 14a-8 or Rule 14a-4(c) under the Securities Exchange Act of 1934.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED, PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
Samuel A. Lieber, President
/s/ Samuel A. Lieber
Purchase, New York
January 26, 2007
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| | P R O X Y |
| | |
ALPINE GLOBAL DYNAMIC DIVIDEND FUND ANNUAL MEETING OF SHAREHOLDERS MARCH 12, 2007 | | SOLICITED
ON BEHALF
OF THE
BOARD OF
TRUSTEES
OF THE
ALPINE
GLOBAL
DYNAMIC
DIVIDEND
FUND |
| |
The undersigned hereby appoints Samuel A. Lieber and Sheldon R. Flamm, and each of them, as proxies of the undersigned, each with the power to appoint his substitute, for the Annual Meeting of Shareholders of the Alpine Global Dynamic Dividend Fund, to be held on March 12, 2007, at the Reckson Conference Center, 707 Westchester Avenue, White Plains, New York 10604 (the “Meeting”), to vote, as designated below, all shares of the Fund held by the undersigned at the close of business on January 17, 2007. Capitalized terms used without definition have the meanings given to them in the accompanying Proxy Statement. | |
| |
WE NEED YOUR VOTE BEFORE MARCH 12, 2007 | |
| |
Your vote is important. If you are unable to attend the meeting in person, we urge you to complete, sign, date and return this proxy card using the enclosed postage prepaid envelope. Your prompt return of the proxy card will help assure a quorum at the meeting and avoid additional expenses associated with further solicitation. Sending in your proxy will not prevent you from personally voting your shares at the meeting. You may revoke your proxy before it is voted at the meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card, or by attending the meeting and voting in person. | |
PLEASE MARK YOUR VOTE WITH AN “X”
|
This proxy will be voted as specified below.If the proxy is executed, but with respect to the proposal no specification is made, this proxy will be voted in favor of the proposal and in the discretion of the above-named proxies as to any other matter that may properly come before the Meeting or any adjournment thereof.Please indicate by filling in the appropriate box below.
To elect H. Guy Leibler as a Trustee to the Board of Trustees For o Withhold o
NOTE: Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.
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THANK YOU FOR YOUR TIME