Additional Information (Unaudited)—Continued
Investment Adviser and Advisory Contracts
On December 18, 2006, at a meeting called for the purpose of voting on such approval, the Boards of Trustees, including all of the Trustees who are not parties to the Advisory Contracts or interested persons of any such party (the non-interested Trustees), approved the continuance of the Advisory Contracts for the Funds. In so doing, the Board Members studied materials specifically relating to the Advisory Contracts provided by the Adviser, the Funds’ counsel and the Funds’ administrator. The Board Members considered a variety of factors, including the following:
The Board Members considered the expected nature, quality and scope of the management and investment advisory services and personnel provided each Fund by the Adviser; the rate of investment advisory fees payable to the Adviser and a comparison of the fees paid by comparable funds; the compensation (in addition to the investment advisory fees) and other benefits received by the Adviser and its respective affiliates; the Adviser’s costs in providing services; the economies of scale realized by the Adviser; the annual operating expenses of each Fund; and the policies and practices of the Adviser with respect to portfolio transactions for each Fund.
After reviewing the diligence materials provided by USBFS, the Advisor and Fund Counsel, the Board began a discussion to assess the overall quality of services The Board considered the Advisor’s specific responsibilities in all aspects of day-to-day management of the Fund’s managed by the Advisor, as well as the qualifications, experience and responsibilities of the portfolio managers and other key personnel at the Advisor involved in the day-to-day activities of each Fund. The Board also considered, with regard to each Fund, the prior relationship between the Advisor and the Fund, as well as the Board’s knowledge of the Advisor’s operations. The Trustees also considered the Advisor’s marketing activity and commitment to Fund growth. The Trustees also considered the structure and effectiveness of the Advisor’s compliance procedures the Advisor’s record of willingness to meet in person with the Trustees to discuss various performance, marketing and compliance issues. The Trustees also noted any services that extended beyond portfolio management, and they considered the trading capability of the Advisor.
The Board Members also evaluated the investment performance of the Funds on an absolute basis, relative to their respective benchmark indices over the last year, three years, five years, ten years and since inception (as applicable) and in comparison to their relative peer group.
The Board Members also reviewed Lipper analytical data relating to average expenses and advisory fees for comparable funds. Based on the information provided, the Board Members determined that each Fund’s fee structure is competitive with funds having similar investment goals and strategies.
The Board Members considered the Funds’ total expense ratios and contractual investment advisory fees compared to their respective industry average by quartile, within the appropriate Lipper benchmark category and Lipper category range. The Board Members also considered the amount and nature of fees paid by shareholders.
The Trustees also considered the overall profitability of the Advisor, reviewing certain financial information and noting in particular whether the Advisor had subsidized a Fund’s operations in its early years and whether it had recouped the amount of these subsidies. The Trustees considered both the direct and indirect benefits to the Advisor from advising the Funds. The Trustees also examined the level of profits that could be expected to accrue to the Advisor from the fees payable under the Agreements and any expense subsidization undertaken by the Advisor, as well as each Fund’s brokerage, and commissions. The Board Members considered the fact that the Adviser has contractually agreed to waive a portion of its fees for the Realty Income & Growth Fund, the Dynamic Balance Fund, the Dynamic Dividend Fund, the Dynamic Financial Services Fund, the Dynamic Innovators Fund, the Municipal Money Market Fund and the Tax Optimized Income Fund for a period of one year, to be reviewed again at the next Advisory Contract renewal. It was noted that each Fund’s management fee and expense ratio are within the average range compared to its peer funds.
The Board Members considered the extent to which economies of scale would be realized with respect to operational costs as the Funds grow in their number of shareholders and assets under management, the existence of breakpoints previously established by the Adviser, and whether fee levels to be charged by the Adviser reflect these economies of scale for the benefit of Fund investors and are fair under the circumstances, which the Board Members, including all of the non-interested Trustees, believed to be the case.
Based on the Board Members’ review and consultation with the Funds’ independent counsel, of the material aspects of the Advisory Contracts, including the foregoing factors and such other information believed to be reasonably necessary to evaluate the terms of the Advisory Contracts, the Board Members, including all of the non-interested Trustees voting separately, concluded that the continuation of the Advisory Contracts would be in the best interest of the Funds’ shareholders, and determined that the compensation to the Adviser provided for in the Advisory Contracts is fair and equitable.
37
Additional Information (Unaudited)—Continued
April 30, 2007
Information about Trustees and Officers
The business and affairs of the Funds are managed under the direction of Funds’ Board of Trustees. Information pertaining to the Trustees and Officers of the Funds is set forth below. The SAI includes additional information about the Funds’ Trustees and Officers and is available, without charge, upon request by calling 1-888-785-5578.
Independent Trustees
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Name, Address and Age | | Position(s) Held with the Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years | | # of Portfolios in Fund Complex* | | Other Directorships Held by Trustee |
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Laurence B. Ashkin (78), 2500 Westchester Ave. Purchase, NY 10577 | | Independent Trustee | | Indefinite, Since the Trust’s inception | | Real estate developer and construction consultant since 1980; Founder and President of Centrum Properties, Inc. since 1980. | | 10 | | Trustee of Alpine Equity and Alpine Series Trusts(formerly Evergreen Global Equity Trust). |
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H. Guy Leibler (52), 2500 Westchester Ave. Purchase, NY 10577 | | Independent Trustee | | Indefinite, since the Trust’s inceptions. | | Chief Operating Officer L&L Acquisitions, LLC since 2004; President, Skidmore, Owings & Merrill LLP, 2001–2003, Director of Brand Space Inc., a brand marketing/advertising company(1997–1999). | | 10 | | Director, White Plains Hospital Center; Founding Director, Stellaris Health Network, Trustee of Alpine Equity and Alpine Series Trusts |
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Jeffrey E. Wacksman (46), 2500 Westchester Ave. Purchase, NY 10577 | | Independent Trustee | | Indefinite, since 2004 | | Partner, Loeb, Block & Partners LLP, since 1994. | | 10 | | Director, Dynasty Holdings Inc.; Director, MH Properties Inc.; Director, Bondi Icebergs Inc.; Trustee, Larchmont Manor Park Society; Trustee of Alpine Equity and Alpine Series Trusts |
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* | The term “Fund Complex” refers to the Funds in the Alpine Equity Trust, Alpine Series Trust, Alpine Income Trust, and the Alpine Global Dynamic Dividend Fund. |
38
Additional Information (Unaudited)—Continued
April 30, 2007
Interested Trustees & Officers
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Name, Address and Age | | Position(s) Held with the Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years | | # of Portfolios in Fund Complex** | | Other Directorships Held by Trustee |
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Samuel A. Lieber* (50), 2500 Westchester Ave. Purchase, NY 10577 | | Interested Trustee, Portfolio Manager, and President | | Indefinite, since inceptions. | | CEO of Alpine Woods Capital Investors, LLC since November 1997. Formerly Senior Portfolio Manager with Evergreen Asset Management Corp. (1985–1997) | | 10 | | Trustee of Alpine Equity and Alpine Series Trusts |
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Stephen A. Lieber (81), 2500 Westchester Ave. Purchase, NY 10577 | | Vice President | | Indefinite, since inception | | Chairman and Senior Portfolio Manager, Saxon Woods Advisors, LLC Since 1999. Formerly President, Evergreen Asset Management Corp. (1971–1999). Formerly, Chairman and Chief Executive Officer, Lieber & Company (1969–1999) | | 10 | | None |
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Robert W. Gadsden (49), 2500 Westchester Ave. Purchase, NY 10577 | | Vice President and Portfolio Manager | | Indefinite, since 1999 | | Portfolio Manager and Senior Real Estate Analyst of Alpine Woods Capital Investors, LLC since 1999. Formerly Vice President, Prudential Realty Group (1990–1999). | | 10 | | None |
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Sheldon R. Flamm (58), 2500 Westchester Ave. Purchase, NY 10577 | | Treasurer and Chief Compliance Officer | | Indefinite, since 2002 | | Chief Financial Officer, Saxon Woods Advisors, LLC, 1999– Present; Chief Financial Officer, Lieber & Co. a wholly-owned subsidiary of First Union National Bank), 1997–1999, Chief Financial Officer of Evergreen Asset Management Corp. March 1987 to September 1999. | | 10 | | None |
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Oliver Sun (41), 2500 Westchester Ave. Purchase, NY 10577 | | Secretary | | Indefinite, since 2002 | | Controller of Alpine Woods Capital Investors, LLC, 1998 to present. | | 10 | | None |
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* | Denotes Trustees who is an “interested persons” of the Trust or Fund under the 1940 Act. |
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** | The term “Fund Complex” refers to the Funds in the Alpine Equity Trust, Alpine Series Trust, Alpine Income Trust, and the Alpine Global Dynamic Dividend Fund. |
Tax Information
The Funds designated the following percentages of dividends declared from net investment income for the fiscal year ended October 31, 2006 as qualified dividend income under the Jobs & Growth Tax Relief Reconciliation Act of 2003.
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U.S. Real Estate Equity Fund | | | 0.00 | % |
Realty Income & Growth Fund | | | 7.15 | % |
International Real Estate Equity Fund | | | 13.09 | % |
The Funds designated the following percentages of dividends declared during the fiscal year ended October 31, 2006 as dividends qualifying for the dividends received deduction available to corporate shareholders.
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U.S. Real Estate Equity Fund | | | 0.00 | % |
Realty Income & Growth Fund | | | 1.90 | % |
International Real Estate Equity Fund | | | 3.50 | % |
39
Additional Information (Unaudited)—Continued
April 30, 2007
Additional Information Applicable to Foreign Shareholders Only (Unaudited):
The Funds hereby designate the following percentages of their ordinary income distributions for the fiscal year as interest-related dividends under Internal Revenue Code Section 871(k)(1)(C).
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US REIT | | | 0.00 | % |
Realty Income & Growth | | | 2.54 | % |
International REIT | | | 9.48 | % |
The Funds hereby designate the following percentages of their ordinary income distributions short-term capital gain distributions under Internal Revenue Code Section 871(k)(2)(C).
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US REIT | | | 0.00 | % |
Realty Income & Growth | | | 0.00 | % |
International REIT | | | 0.00 | % |
For the year ended October 31, 2006, the International Real Estate Equity Fund earned foreign source income and paid foreign taxes, which they intend to pass through to their shareholders pursuant to Section 853 of the Internal Revenue Code as follows:
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Australia | | | 0.0057 | | | 0.0010 | |
Brazil | | | 0.0021 | | | 0.0000 | |
Britain | | | 0.0758 | | | 0.0000 | |
Canada | | | 0.0244 | | | 0.0037 | |
Finland | | | 0.0287 | | | 0.0043 | |
France | | | 0.0570 | | | 0.0084 | |
Germany | | | 0.0064 | | | 0.0000 | |
Greece | | | 0.0010 | | | 0.0000 | |
Hong Kong | | | 0.0836 | | | 0.0000 | |
Indonesia | | | 0.0004 | | | 0.0001 | |
Italy | | | 0.0043 | | | 0.0006 | |
Japan | | | 0.0158 | | | 0.0011 | |
Malaysia | | | 0.0069 | | | 0.0014 | |
Philippines | | | 0.0010 | | | 0.0003 | |
Spain | | | 0.0196 | | | 0.0029 | |
Singapore | | | 0.0689 | | | 0.0036 | |
Sweden | | | 0.0265 | | | 0.0015 | |
Thailand | | | 0.0487 | | | 0.0041 | |
Availability of Proxy Voting Information
Information regarding how the Fund votes proxies relating to portfolio securities is available without charge upon request by calling toll-free at 1-888-785-5578 and on the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve month period ended June 30 is available on the SEC’s website at www.sec.gov or by calling the toll-free number listed above.
Availability of Quarterly Portfolio Schedule
Beginning with the Fund’s fiscal quarter ended July 31, 2004, the Funds filed their complete schedules of portfolio holdings on Form N-Q with the SEC. Going forward, the Funds will file Form N-Q for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
40
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TRUSTEES
Samuel A. Lieber
Laurence B. Ashkin
H. Guy Leibler
Jeffrey E. Wacksman
CUSTODIAN
U.S. Bank, N.A.
1555 N. Rivercenter Dr.
Suite 302
Milwaukee, WI 53212
SUB-CUSTODIAN
The Bank of New York
One Wall Street
New York, NY 10286
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
Deloitte & Touche LLP
555 East Wells Street
Milwaukee, WI 53202
FUND COUNSEL
Blank Rome LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
DISTRIBUTOR
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, WI 53202
INVESTMENT
ADVISER
Alpine Woods Capital
Investors, LLC
2500 Westchester Avenue
Suite 215
Purchase, NY 10577
TRANSFER AGENT &
ADMINISTRATOR
US Bancorp Fund
Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
S H A R E H O L D E R | I N V E S T O R I N F O R M A T I O N
1(888)785.5578
www.alpinefunds.com
This material must be preceded or accompanied by a current prospectus.
Item 2. Code of Ethics.
Not Applicable
Item 3. Audit Committee Financial Expert.
Not Applicable
Item 4. Principal Accountant Fees and Services.
Not Applicable
Item 5. Audit Committee of Listed Registrants.
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6. Schedule of Investments.
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 11. Controls and Procedures.
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(a) | The Registrant’s President and Treasurer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
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(b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 12. Exhibits.
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(a) | (1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable |
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(a) | (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. |
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(b) | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Alpine Equity Trust
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By (Signature and Title) | | /s/ Samuel A. Lieber |
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| | | Samuel A. Lieber, President |
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Date | | | 7/9/07 |
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| By (Signature and Title)* | /s/ Samuel A. Lieber |
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| | | | Samuel A. Lieber, President |
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| Date | | | 7/9/07 |
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| By (Signature and Title)* | /s/ Sheldon Flamm |
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| | | | Sheldon Flamm, Treasurer |
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| Date | | | 7/9/07 |
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* Print the name and title of each signing officer under his or her signature.