Notes to Financial Statements
April 30, 2008 (Unaudited)
Alpine Equity Trust (the “Equity Trust”) was organized in 1988 as a Massachusetts Business Trust, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-ended management investment company. The Alpine U.S. Real Estate Equity Fund, the Alpine Realty Income & Growth Fund and the Alpine International Real Estate Equity Fund are three separate funds of the Equity Trust (individually referred to as a “Fund” and collectively, “the Funds”). The Alpine U.S. Real Estate Equity Fund and the Alpine International Real Estate Equity Fund are diversified funds. The Alpine Realty Income & Growth Fund is a non-diversified fund. Alpine Woods Capital Investors, LLC. (the “Adviser”) is a Delaware limited liability company and serves as the investment manager to the Funds.
2. | Significant Accounting Policies: |
The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect amounts reported herein. Actual results could differ from those estimates.
A. Valuation of Securities:
The Funds value securities for which the primary market is on a domestic or foreign exchange and over-the-counter admitted to trading on the National Association of Securities Dealers Automated Quotation Market System (“NASDAQ”) National List at the last quoted sale price at the end of each business day or, if no sale, at the mean of the closing bid and asked prices. Over-the-counter securities not included in the NASDAQ National List for which market quotations are readily available are valued at a price quoted by one or more brokers. Securities for which market quotations are not readily available or whose values have been materially affected by events occurring before the close of U.S. markets but after the close of the securities’ primary markets, are valued at fair value as determined in good faith according to procedures approved by the Board of Trustees.
For example, fair value pricing may be used where: (i) a security is illiquid (restricted securities and repurchase agreements maturing in more than seven days); (ii) the market or exchange for a security is closed on an ordinary trading day and no other market prices are available; (iii) the security is so thinly traded that there have been no transactions in the stock over an extended period; or (iv) the validity of a market quotation received is questionable. In addition, fair value pricing will be used if emergency or unusual situations have occurred, such as when trading of a security on an exchange is suspended; or when an event occurs after the close of the exchange on which the security is principally traded that is likely to have changed the value of the security before the NAV is calculated (applicable to foreign securities).
Among those factors that may be considered when fair valuing a security are: fundamental analytical data relating to the investment in the security; evaluation of the forces that influence the market in which the security is purchased and sold; type of security or asset; financial statements of issuer; special reports prepared by analysts or the Adviser; information as to any transactions or offers with respect to the security; and the historical tendency of the security’s price to track or respond to general and specific market movements (in terms of indices, sectors, or other market measurements).
As of April 30, 2008, the U.S. Real Estate Equity Fund, Realty Income & Growth Fund, and the International Real Estate Equity Fund held securities that are fair valued, which comprised 4.6%, 1.0% and 2.1%, respectively, of each Fund’s net assets.
B. Security Transactions and Investment Income:
Securities transactions are recorded on the date a security is purchased or sold (i.e. on the trade date). Realized gains and losses are computed on the identified cost basis. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums, where applicable. Dividend income is recorded on the ex-dividend date or in the case of some foreign securities, on the date thereafter when the Funds are made aware of the dividend. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable. Capital gains realized on some foreign securities are subject to foreign taxes, which are accrued as applicable.
Dividends and interest from non-U.S. sources received by the Funds are generally subject to non-U.S. withholding taxes at rates ranging up to 30%. Such withholding taxes may be reduced or eliminated under the terms of applicable U.S. income tax treaties, and the Funds intend to undertake any procedural steps required to claim the benefits of such treaties.
The accompanying notes are an integral part of the financial statements.
33
Notes to Financial Statements—Continued
April 30, 2008 (Unaudited)
C. Short Sale Transactions:
The Funds are authorized to engage in short selling. Short sales are transactions in which the Funds sell a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the Funds must borrow the security to deliver to the buyer when affecting a short sale. The Funds then are obligated to replace the security borrowed by purchasing it in the open market at some later date. When a fund sells a security short, an amount equal to the sales proceeds is included in the Statements of Assets and Liabilities as an asset and an equal amount as a liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the short position. The Funds will incur a loss, which could be substantial and potentially unlimited, if the market price of the security increases between the date of the short sale and the date on which the Funds replace the borrowed security. The Funds will realize a gain if the security declines in value between those dates. The Funds are also at risk of incurring dividend expense if the issuer of the security that has been sold short declares a dividend. The Funds must pay the dividend to the lender of the security. Dividends on short-positions are recorded as an expense on the ex-dividend date.
All short sales must be fully collateralized. Accordingly, each Fund maintains collateral in a segregated account with its custodian, consisting of cash and/or liquid securities sufficient to collateralize its obligations on short positions.
D. Total Return Swaps:
The Funds may enter into total return swaps. A total return swap is an agreement between the Fund and a counterparty to exchange a market linked return for a floating rate payment, both based on a notional principal amount. Total return swaps are marked to market daily based upon quotations from the market makers and the change in value, if any, is recorded as an unrealized gain or loss in Statement of Operations. Payments received or paid are recorded as a realized gain or loss. The risks of entering into a total return swap include the unfavorable fluctuation of interest rates or the price of the underlying security or index, as well as the potential inability of the counterparty to fulfill their obligations under the swap agreement.
E. Line of Credit:
Each Fund has a line of credit with Custodial Trust Company (“CTC”). Loans in the aggregate, whether to cover overdrafts or for investment purposes, may not exceed the maximum amount that is permitted under the 1940 Act, as amended. At the six months ended April 30, 2008, the average interest rate paid on outstanding borrowings was 5.02%, 5.30% and 3.02% for the U.S. Real Estate Equity Fund, Realty Income & Growth Fund and the International Real Estate Equity Fund, respectively.
| | U.S. Real Estate Equity Fund | | Realty Income & Growth Fund | | International Real Estate Equity Fund | |
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| |
Total line of credit amount available | | $ | 40,262,825 | | $ | 99,660,111 | | $ | 696,876,652 | |
Line of credit outstanding at April 30, 2008 | | | 14,739,000 | | | 5,696,000 | | | — | |
Line of credit amount unused at April 30, 2008 | | | 25,523,825 | | | 93,964,111 | | | 696,876,652 | |
Average balance outstanding during the period | | | 15,137,731 | | | 32,034,225 | | | 32,294,505 | |
Interest expense incurred during the period | | | 384,388 | | | 857,601 | | | 809,229 | |
F. Income Taxes:
It is each Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute timely, all of its investment company taxable income and net realized capital gains to shareholders. Therefore, no federal income tax provision is recorded.
Under applicable foreign tax laws, a withholding tax may be imposed on interest, dividends, and capital gains earned on foreign investments. Where available, the Funds will file for claims on foreign taxes withheld.
G. Dividends and Distributions:
Each Fund intends to distribute substantially all of its net investment income and net realized capital gains, if any, throughout the year to its shareholders in the form of dividends. Distributions to shareholders are recorded at the close of business on the ex-dividend date.
The amounts of dividends from net investment income and of distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. In the event dividends and distributions to shareholders exceed net investment income and net realized gains for tax purposes, they are reported as returns of capital.
34
Notes to Financial Statements—Continued
April 30, 2008 (Unaudited)
H. Foreign Translation Transactions:
The U.S. Real Estate Equity Fund and the Realty Income & Growth Fund may invest up to 15% and 35%, respectively of the value of its total assets in foreign securities. The International Real Estate Equity Fund will, under normal market conditions, invest no less than 80% of its total assets in foreign securities. The books and records of each Fund are maintained in U.S. dollars. Non-U.S. denominated amounts are translated into U.S. dollars as follows, with the resultant translation gains and losses recorded in the Statements of Operations:
| i) | market value of investment securities and other assets and liabilities at the exchange rate on the valuation date, |
| ii) | purchases and sales of investment securities, income and expenses at the exchange rate prevailing on the respective date of such transactions. |
I. Risk Associated With Foreign Securities and Currencies:
Investments in securities of foreign issuers carry certain risks not ordinarily associated with investments in securities of domestic issuers. Such risks include future political and economic developments and the possible imposition of exchange controls or other foreign governmental laws and restrictions. In addition, with respect to certain countries, there is a possibility of expropriation of assets, confiscatory taxation, political or social instability or diplomatic developments, which could adversely affect investments in those countries.
Certain countries may also impose substantial restrictions on investments in their capital markets by foreign entities, including restrictions on investments in issuers or industries deemed sensitive to relevant national interests. These factors may limit the investment opportunities available to the Funds or result in a lack of liquidity and high price volatility with respect to securities of issuers from developing countries.
J. Forward Currency Contracts:
A forward currency contract (“forward”) is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of the forward contract fluctuates with changes in forward currency exchange rates. The forward contract is marked-to-market daily and the change in market value is recorded by each Fund as unrealized appreciation or depreciation. When the forward contract is closed, a Fund records a realized gain or loss equal to the fluctuation in value during the period the forward contract was open. A Fund could be exposed to risk if a counterparty is unable to meet the terms of a forward or if the value of the currency changes unfavorably.
K. New Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”). The Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. The Statement establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and is to be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied. At this time, management is evaluating the implications of FAS 157, and the impact, if any, of this standard on the Funds’ financial statements has not yet been determined.
In March 2008, Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”) was issued and is effective for fiscal years beginning after November 15, 2008. SFAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position. Management is currently evaluating the implications of SFAS 161. The impact of each Fund’s financial statement disclosures, if any, is currently being assessed.
3. | Capital Share Transactions: |
The Funds have an unlimited number of shares of beneficial interest, with $0.0001 par value, authorized. Transactions in shares and dollars of the Funds were as follows:
35
Notes to Financial Statements—Continued
April 30, 2008 (Unaudited)
U.S. Real Estate Equity Fund
| | Six Months Ended April 30, 2008 | | Year Ended October 31, 2007 | |
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| |
| |
| | Shares | | Amount | | Shares | | Amount | |
| |
| |
| |
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Class Y | | | | | | | | | | | |
Shares sold | | 89,567 | | $ | 2,501,022 | | 431,699 | | $ | 16,526,809 | |
Shares issued in reinvestment of dividends | | 70,104 | | | 2,050,545 | | 525,098 | | | 19,418,121 | |
Redemption fees | | — | | | 2,312 | | — | | | 112,871 | |
Shares redeemed | | (663,704 | ) | | (19,139,556 | ) | (3,745,595 | ) | | (139,665,167 | ) |
| |
| |
|
| |
| |
|
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Total net change | | (504,033 | ) | $ | (14,585,677 | ) | (2,788,798 | ) | $ | (103,607,366 | ) |
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Realty Income & Growth Fund
| | Six Months Ended April 30, 2008 | | Year Ended October 31, 2007 | |
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| | Shares | | Amount | | Shares | | Amount | |
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Class Y | | | | | | | | | | | |
Shares sold | | 2,689,941 | | $ | 52,661,962 | | 7,422,431 | | $ | 203,585,280 | |
Shares issued in reinvestment of dividends | | 1,983,880 | | | 38,979,167 | | 2,067,194 | | | 55,127,983 | |
Redemption fees | | — | | | 20,919 | | — | | | 114,397 | |
Shares redeemed | | (11,669,554 | ) | | (231,422,787 | ) | (18,925,748 | ) | | (498,993,823 | ) |
| |
| |
|
| |
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|
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Total net change | | (6,995,733 | ) | $ | (139,760,739 | ) | (9,436,123 | ) | $ | (240,166,163 | ) |
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International Real Estate Equity Fund
| | Six Months Ended April 30, 2008 | | Year Ended October 31, 2007 | |
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| | Shares | | Amount | | Shares | | Amount | |
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Class Y | | | | | | | | | | | |
Shares sold | | 18,244,632 | | | 679,418,185 | | 46,485,537 | | $ | 2,069,911,376 | |
Shares issued in reinvestment of dividends | | 3,316,234 | | | 126,680,128 | | 726,915 | | | 28,982,113 | |
Redemption fees | | — | | | — | | — | | | 654,331 | |
Shares redeemed | | (17,360,775 | ) | | (647,699,542 | ) | (14,090,801 | ) | | (619,595,527 | ) |
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Total net change | | 4,200,091 | | $ | 158,398,771 | | 33,121,651 | | $ | 1,479,952,293 | |
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4. | Purchases and Sales of Securities: |
Purchases and sales of securities (excluding short-term securities) for the six months ended April 30, 2008 are as follows:
| | Non-U.S. Government | | U.S. Government | |
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| | Purchases | | Sales | | Purchases | | Sales | |
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U.S. Real Estate Equity Fund | | $ | 44,667,600 | | $ | 63,830,828 | | — | | — | |
Realty Income & Growth Fund | | | 54,039,863 | | | 237,370,963 | | — | | — | |
International Real Estate Equity Fund | | | 610,570,478 | | | 393,014,569 | | — | | — | |
5. | Investment Advisory Agreement and Other Affiliated Transactions: |
Alpine Woods Capital Investors, LLC (“the Adviser”) provides investment advisory services to each of the Funds. Pursuant to the advisory agreements with the U.S. Real Estate Equity Fund and Realty Income & Growth Fund, Alpine is entitled to an annual fee based on the Funds’ average daily net assets, in accordance with the following schedule:
First $750 million | | 1.00% |
Next $250 million | | 0.90% |
Over $1 billion | | 0.80% |
36
Notes to Financial Statements—Continued
April 30, 2008 (Unaudited)
Alpine is entitled to an annual fee based on 1.00% of the Fund’s average daily net assets for the International Real Estate Equity Fund.
The Adviser agreed to reimburse the Realty Income & Growth Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding interest, brokerage commissions and extraordinary expenses) does not exceed 1.50% of the Fund’s average daily net assets. The Adviser may recover expenses paid in excess of the cap on expenses for the three previous years, as long as the recovery does not cause the Fund to exceed such cap on expenses. For the six months ended April 30, 2008, the Advisor waived investment advisory fees totaling $305,059 for the Realty Income & Growth Fund. No reimbursements or recoupments were made during the years ended October 31, 2007, 2006 or 2005. The expense limitations will remain in effect for the Fund unless and until the Board of Trustees of the Equity Trust approve its modification or termination with respect to the Fund.
The Realty Income & Growth Fund has $305,059 of recoverable expenses eligible for recoupments, which expire on October 31, 2011.
At April 30, 2008, International Real Estate Equity Fund had $3,700,000, invested in the Alpine Municipal Money Market Fund.
6. | Transactions with Affiliates |
The following issuers are affiliated with the Alpine International Real Estate Equity Fund; that is, the Fund held 5% or more of the outstanding voting securities during the period from November 1, 2007 through April 30, 2008. As defined in Section (2)(a)(3) of the Investment Company Act of 1940, such issuers are:
Issuer Name | | Share Balance at Nov. 1, 2007 | | Purchases | | Sales | | Share Balance at April 30, 2008 | | Value at April 30, 2008 | | Dividend Income Nov. 1, 2007 – April 30, 2008 |
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Engel East Europe NV | | 4,402,500 | | — | | | — | | | 4,402,500 | | $ | 5,164,582 | | | $ 28,399 | |
Yatra Capital Ltd. | | 1,480,300 | | 5,500 | | | — | | | 1,485,800 | | | 20,996,034 | | | — | |
At April 30, 2008, the Alpine International Real Estate Fund had the following total return swaps outstanding:
Counterparty | | Reference Entity | | Number of Contracts | | Notional Amount | | Termination Date | | Deposit at Counterparty | | Unrealized Appreciation |
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Morgan Stanley & Co. | | Phoenix Mills Ltd. | | 1,050,000 | | $10,163,088 | | 6/5/2009 | | $ 10,441,536 | | $ (262,582) |
8. | Concentration of Credit Risk: |
The Funds invest a substantial amount of their assets in the equity securities of issuers engaged in the real estate industry, including real estate investment trusts (REITs). As a result, the Funds may be more affected by economic developments in the real estate industry than would a general equity fund.
9. | Federal Income Tax Information: |
At October 31, 2007, the components of accumulated earnings/(losses) on a tax basis were as follows:
| | U.S. Real Estate Equity Fund | | Realty Income & Growth Fund | | International Real Estate Equity Fund | |
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Cost of Investments | | $ | 152,170,795 | | $ | 387,942,573 | | $ | 2,226,769,013 | |
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Gross unrealized appreciation | | | 37,869,896 | | | 187,198,170 | | | 457,839,408 | |
Gross unrealized depreciation | | | (26,304,286 | ) | | (24,993,102 | ) | | (110,521,938 | ) |
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Net unrealized appreciation/(depreciation) | | | 11,565,610 | | | 162,205,068 | | | 347,317,470 | |
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Undistributed ordinary income | | | — | | | — | | | 57,768,769 | |
Undistributed long-term capital gain | | | — | | | 32,200,419 | | | 78,397,213 | |
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Total distributable earnings | | | — | | | 32,200,419 | | | 136,165,982 | |
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Other accumulated gains/(losses) | | | (6,044,506 | ) | | (27,467 | ) | | (846,843 | ) |
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Total accumulated earnings/(losses) | | $ | 5,521,104 | | $ | 194,378,020 | | $ | 482,636,609 | |
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37
Notes to Financial Statements—Continued
April 30, 2008 (Unaudited)
The tax character of distributions paid during the years ended October 31, 2007 and 2006 were as follows:
| | 2007 | | 2006 | |
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U.S. Real Estate Equity Fund | | | | | | | |
Ordinary income | | $ | 340,827 | | $ | 323,489 | |
Long-term capital gain | | | 20,236,935 | | | 20,329,093 | |
Return of capital | | | 236,331 | | | — | |
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| | $ | 20,814,093 | | $ | 20,652,582 | |
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Realty Income & Growth Fund | | | | | | | |
Ordinary income | | $ | 18,868,053 | | $ | 26,050,381 | |
Long-term capital gain | | | 40,332,752 | | | 8,681,262 | |
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| | $ | 59,200,805 | | $ | 34,731,643 | |
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International Real Estate Equity Fund | | | | | | | |
Ordinary income | | $ | 14,129,350 | | $ | 3,914,233 | |
Long-term capital gain | | | 17,483,867 | | | 3,532,066 | |
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| | $ | 31,613,237 | | $ | 7,446,299 | |
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Capital loss carryovers as of October 31, 2007 are as follows:
Expiration Date | | U.S. Real Estate Equity Fund |
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10/31/2015 | | $ 5,737,207 |
Effective April 30, 2008, the Funds adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 requires the evaluation of tax positions taken on previously filed tax returns or expected to be taken on future returns. These positions must meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained upon examination. In evaluating whether a tax position has met the recognition threshold, the Funds must presume that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax expense in the current year.
FIN 48 requires the Funds to analyze all open tax years, as defined by the Statute of Limitations, for all major jurisdictions. Open tax years are those that are open for exam by taxing authorities. Major jurisdictions for the Funds included Federal and the state of New York. As of April 30, 2008, open Federal and New York tax years include the tax years ended October 31, 2004 through 2007. The Funds have no examination in progress.
The Funds have reviewed all open tax years and major jurisdictions and concluded that the adoption of FIN 48 resulted in no effect to any Fund’s financial position or results of operations. There is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on the tax return for the fiscal year-end October 31, 2007. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
38
Additional Information (Unaudited)
Expense Examples
April 30, 2008
As a shareholder of the U.S. Real Estate Equity Fund, the Realty Income & Growth Fund or the International Real Estate Equity Fund, you will incur two types of cost: (1) redemption fees and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 for the period 11/1/2007-4/30/2008.
Actual Expenses
The first line of the tables below provides information about actual account values and actual expenses. The Funds charge no sales load or transaction fees, but do assess shareholders for outgoing wire transfers, returned checks and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Funds’ transfer agent. If you request a redemption by wire transfer, currently a $15.00 fee is charged by the Funds’ transfer agent. Shareholders in the Funds will be charged a redemption fee equal to 1.00% of the net amount of the redemption if they redeem their shares less than 2 months after purchase. IRA accounts will be charged a $15.00 annual maintenance fee. To the extent the Funds invest in shares of other investment companies as a part of their investment strategies, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Funds invest in addition to the expenses of the Fund. These expenses are not included in the example below. The example below includes, but is not limited to, management fees, shareholder servicing fees, fund accounting, custody and transfer agent fees. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which does not represent the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
U.S. Real Estate Equity Fund
| Beginning Account Value 11/1/2007 | | Ending Account Value 4/30/2008 | | Expenses Paid During Period 11/1/2007–4/30/2008(3)* |
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Actual (1) | $ 1,000.00 | | $ | 821.80 | | | $ 8.52 |
Hypothetical (2) | $ 1,000.00 | | $ | 1,015.51 | | | $ 9.42 |
______________(1) | Ending account values and expenses paid during period based on a (17.82)% return. The return is considered after expenses are deducted from the Fund. |
(2) | Ending account values and expenses paid during period based on a 5.00% annual return. The return is considered before expenses are deducted from the Fund. |
(3) | Excluding interest expense of 0.69%, the actual and hypothetical expenses paid during the period were $5.39 and $5.97, respectively. |
* | Expenses are equal to the Fund’s annualized expense ratio of 1.88%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
39
Additional Information (Unaudited)—Continued
Expense Examples
April 30, 2008
Realty Income & Growth Fund
| | Beginning Account Value 11/1/2007 | | Ending Account Value 4/30/2008 | | Expenses Paid During Period 11/1/2007–4/30/2008(3)* | |
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Actual (1) | | $ | 1,000.00 | | $ | 900.20 | | $ | 6.85 | |
Hypothetical (2) | | $ | 1,000.00 | | $ | 1,017.65 | | $ | 7.27 | |
______________(1) | Ending account values and expenses paid during period based on a (9.98)% return. The return is considered after expenses are deducted from the Fund. |
(2) | Ending account values and expenses paid during period based on a 5.00% annual return. The return is considered before expenses are deducted from the Fund. |
(3) | Excluding interest expense of 0.46%, the actual and hypothetical expenses paid during the period were $4.68 and $4.97, respectively. |
* | Expenses are equal to the Fund’s annualized expense ratio of 1.45%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
International Real Estate Equity Fund
| | Beginning Account Value 11/1/2007 | | Ending Account Value 4/30/2008 | | Expenses Paid During Period 11/1/2007–4/30/2008(3)* | |
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Actual (1) | | $ | 1,000.00 | | $ | 809.20 | | $ | 5.49 | |
Hypothetical (2) | | $ | 1,000.00 | | $ | 1,018.80 | | $ | 6.12 | |
______________(1) | Ending account values and expenses paid during period based on a (19.08)% return. The return is considered after expenses are deducted from the Fund. |
(2) | Ending account values and expenses paid during period based on a 5.00% annual return. The return is considered before expenses are deducted from the Fund. |
(3) | Excluding interest expense of 0.08%, the actual and hypothetical expenses paid during the period were $5.13 and $5.72, respectively. |
* | Expenses are equal to the Fund’s annualized expense ratio of 1.22%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
40
Additional Information (Unaudited)—Continued
Investment Adviser and Advisory Contracts
On December 17, 2007, 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 (“USBFS”). 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 to 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 Adviser and Fund Counsel, the Board began a discussion to assess the overall quality of services the Board considered the Adviser’s specific responsibilities in all aspects of day-to-day management of each Fund managed by the Adviser, as well as the qualifications, experience and responsibilities of the portfolio managers and other key personnel at the Adviser involved in the day-to-day activities of each Fund. The Board also considered, with regard to each Fund, the prior relationship between the Adviser and the Fund, as well as the Board’s knowledge of the Adviser’s operations. The Trustees also considered the Adviser’s marketing activity and commitment to Fund growth. The Trustees also considered the structure and effectiveness of the Adviser’s compliance procedures and the Adviser’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 Adviser.
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 groups.
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 each Fund’s total expense ratios and contractual investment advisory fees compared to its 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 Adviser, reviewing certain financial information and noting in particular whether the Adviser 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 Adviser from advising the Funds. The Trustees also examined the level of profits that could be expected to accrue to the Adviser from the fees payable under the Agreements and any expense subsidization undertaken by the Adviser, 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 Dynamic Transformation 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.
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.
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Additional Information (Unaudited)—Continued
April 30, 2008
Information about Trustees and Officers
The business and affairs of the Funds are managed under the direction of Trusts’ 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 (79) | | 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. | | 13 | | Trustee of each of the Alpine Trusts.* | |
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H. Guy Leibler (53) | | Independent Trustee | | Indefinite, since the Trust’s inceptions. | | Private investor, since 2007; Vice Chair & Chief Operating Officer of L&L Acquisitions, LLC (2004–2007); President, Skidmore, Owings & Merrill LLP (2001–2004). | | 13 | | Chairman Emeritus, White Plains Hospital Center; Trustee, each of the Alpine Trusts* | |
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Jeffrey E. Wacksman (47) | | Independent Trustee | | Indefinite, since 2004 | | Partner, Loeb, Block & Partners LLP, since 1994. | | 13 | | Director, International Succession Planning Association; Trustee, Larchmont Manor Park Society; Director, Bondi Icebergs Inc. (Women’s Sportswear); Director, MH Properties, Inc.; Trustee, each of the Alpine Trusts.* | |
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* | The term “Fund Complex” refers to the Funds in the Alpine Equity Trust, Alpine Series Trust, Alpine Income Trust, Alpine Global Dynamic Dividend Fund, Alpine Total Dynamic Dividend Fund, and Alpine Global Premier Properties Fund (the “Alpine Trusts”). |
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Additional Information (Unaudited)—Continued
April 30, 2008
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** (51) | �� | Interested Trustee, President and Portfolio Manager | | Indefinite, since the Trust’s inception. | | CEO of Alpine Woods Capital Investors, LLC since November 1997. Formerly Senior Portfolio Manager with Evergreen Asset Management Corp. (1985–1997). | | 13 | | Trustee, each of the Alpine Trusts. * | |
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Stephen A. Lieber*** (82) | | Vice President and Portfolio Manager | | Indefinite, since the Trust’s inception | | Chief Investment Officer, Alpine Woods Capital Investors, LLC since 2003; Chairman and Senior Portfolio Manager, Saxon Woods Advisors, LLC since 1999. | | N/A | | None | |
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Robert W. Gadsden (50) | | 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). | | N/A | | None | |
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Sheldon R. Flamm (60) | | Vice President, Treasurer and Chief Compliance Officer | | Indefinite, since 2002 | | Chief Financial Officer and Senior Managing Director, Alpine Woods Capital Investors, LLC, since 2001; Chief Financial Officer, Saxon Woods Advisors, LLC since 1999. | | N/A | | None | |
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Oliver Sun (42) | | Secretary | | Indefinite, since 2002 | | Controller of Alpine Woods Capital Investors, LLC since 1998. | | N/A | | None | |
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* | The term “Fund Complex” refers to the Funds in the Alpine Equity Trust, Alpine Series Trust, Alpine Income Trust, Alpine Global Dynamic Dividend Fund, Alpine Total Dynamic Dividend Fund, and Alpine Global Premier Properties Fund (the “Alpine Trusts”). |
** | Denotes Trustees who are “interested persons” of the Trust or Fund under the 1940 Act. |
*** | Stephen A. Lieber is the father of Samuel A. Lieber. |
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Additional Information (Unaudited)—Continued
April 30, 2008
Availability of Proxy Voting Information
Information regarding how each 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 each 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 each Fund’s fiscal quarter ended July 31, 2004, each Fund filed its complete schedules of portfolio holdings on Form N-Q with the SEC. Going forward, each Fund will file Form N-Q for the first and third quarters of each fiscal year on Form N-Q. Each 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 1-202-551-8090.
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| TRUSTEES |
| Samuel A. Lieber |
| Laurence B. Ashkin |
| H. Guy Leibler |
| Jeffrey E. Wacksman |
| CUSTODIAN |
| U.S. Bank, N.A. |
| 1555 North Rivercenter Drive, Suite 302 |
| Milwaukee, WI 53212 |
| SUB-CUSTODIAN |
| The Bank of New York Mellon |
| 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 Ave., Suite 215 |
| Purchase, NY 10577 |
| TRANSFER AGENT & |
| ADMINISTRATOR |
| U.S. Bancorp Fund Services, LLC |
| 615 East Michigan Street |
| Milwaukee, WI 53202 |
| 
|
| SHAREHOLDER | INVESTOR INFORMATION |
| 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.
2
Item 11. Controls and Procedures.
(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. |
(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.
(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 |
(b) | (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. |
(c) | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
3
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 | July 8, 2008 | | | |
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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.
By (Signature and Title)* | /s/ Samuel A. Lieber | |
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| Samuel A. Lieber, President | |
By (Signature and Title)* | /s/ Sheldon Flamm | |
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| Sheldon Flamm, Treasurer | |
* Print the name and title of each signing officer under his or her signature.
4