Title of Securities Being Registered	Amount Being Registered (1)(2)	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price (1)(2)	Amount of Registration Fee
Common shares, no par value	50,000	$20.00	$1,000,000	$107.00

 

(1)	Estimated solely for the purpose of calculating the registration fee, in accordance with Rule 457(o) of the Securities Act of 1933.

(2)	Includes Shares that may be offered to the underwriters pursuant to an option to cover over-allotments.

 

 

 

 

 

 

 

 

 

 

 

	Per Share	Total(2)
Public offering price	$	$
Sales load(1)	$	$
Estimated offering expenses(3)	$	$
Proceeds, after expenses, to the Fund	$	$

 

 

 

	[UNDERWRITERS]
The date of this prospectus is ______ ___, 2006

 

 

(1)	In addition to the sales load, the Fund has agreed to pay the underwriters $[.___] per common share as reimbursement of expenses in connection with the offering. The Fund has also agreed to pay distribution assistance fees to ALPS Distributors, Inc. [Additionally, the Adviser has agreed to pay a fee to [XXX] as additional underwriting compensation.] Such amounts (other than the sales load) will not exceed [____]% of the total price to the public of the common shares sold in this offering. See “Underwriting-Other Relationships and Additional Underwriting Compensation.”
(2)	The underwriters may also purchase up to [__________] additional common shares at the public offering price, less the sales load, within 45 days of the date of this prospectus to cover overallotments. If this option is exercised in full, total public offering price, sales load, estimated offering expenses and proceeds, after expenses, to the Fund, will be $_______, $_________, $_________ and $_________, respectively.
(3)	In addition to the sales load, the Fund's offering expenses, which are estimated to total $_________ (or $___ per common share), including $______ as reimbursement to ALPS Distributors, Inc. for distribution assistance, of which approximately $______ represents the total amount of compensation to wholesalers registered through ALPS Distributors, Inc., are to be paid by the Fund. The Adviser has agreed to pay all organizational expenses of the Fund and to pay those offering costs of the Fund.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Fund	Alpine Global Dynamic Dividend Fund (the “Fund”) is a newly-organized, diversified, closed-end management investment company. See “The Fund.”
The Offering	The Fund is offering _________ common shares of beneficial interest at a price of $___, through a group of underwriters led by XXXX (“XXXX”). You must purchase at least [_____] common shares if you wish to participate in this offering . The underwriters have been granted an option to purchase up to ________ additional common shares to cover overallotments at the public offering price, less the sales load, within 45 days from the date of this prosepctus. The initial public offering price is $[___] per share. The Adviser has agreed to pay all organizational expenses of the Fund.
Listing and Symbol	The Fund anticipates that its common shares will be listed on the New York Stock Exchange, subject to notice of issuance, under the symbol “___.”
Investment Objective and Policies	The Fund’s investment objective is high current dividend income the majority of which qualifies for the reduced federal income tax rates created by the “Jobs and Growth Tax Relief Reconciliation Act of 2003,” while also focusing on total return for long-term growth of capital. The Fund will pursue its investment objective by investing at least 80% of its net assets in the equity securities of domestic and foreign corporations that pay dividend income. Under normal circumstances, the Fund expects to invest in securities in at least three countries.   There is no assurance that the Fund will achieve its investment objective.
	During periods of adverse market or economic conditions, the Fund may temporarily invest all or a substantial portion of its assets in cash or cash equivalents.
Investment Adviser and Fee	Alpine Woods Capital Investors, LLC (the “Adviser”), the investment adviser of the Fund, is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. As of April 30, 2006, Alpine had approximately [$3] billion of assets under management.
	The Adviser is entitled to receive a monthly fee at the annual rate of ___% of the Fund's average daily total assets. The fees to be received by the Adviser are based on the total assets of the Fund, including assets represented by borrowing. During periods in which the Fund borrows, the fees paid to the Adviser for investment advisory services will be higher than if the Fund did not borrow because the fees paid will be calculated on the basis of the Fund's total assets, including proceeds from borrowings. See “Management of the Fund.”
Administrator	ALPS Mutual Funds Services, Inc. (“ALPS”), located at 1625 Broadway, Suite 2200, Denver, Colorado 80202, serves as administrator to the Fund. Under the Administration Agreement, ALPS is responsible for calculating the net asset value of the common shares and generally managing the administrative affairs of the Fund. ALPS is entitled to receive a monthly fee at the annual rate of 0.13% of the Fund's average daily total assets. The fees to be received by ALPS are based on the total assets of the Fund, including assets represented by borrowing. During periods in which the Fund borrows, the fees paid to ALPS for administrative services will be higher than if the Fund did not borrow because the fees paid will be calculated on the basis of the Fund's total assets, including proceeds from borrowings.

 

 

Risk Factors	Investing in the Fund involves risks, including the risk that you may receive little or no return on your investment or that you may lose part or even all of your investment. Therefore, before investing you should consider carefully the following risks that you assume when you invest in the Fund's common shares.
	No Operating History. The Fund is a closed-end investment company with no history of operations. It is designed for long-term investors and not as a trading vehicle.
	Investment and Market Risk. An investment in common shares is subject to investment risk, including the possible loss of the entire principal amount invested. An investment in common shares represents an indirect investment in the securities owned by the Fund, which are generally traded on a securities exchange or in the over-the-counter markets. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. The common shares at any point in time may be worth less than the original investment, even after taking into account any reinvestment of dividends and distributions.
	Issuer Risk. The value of an issuer's securities that are held in the Fund’s portfolio may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services.
	Common Stock and Other Equity Securities Risk. The Fund will invest in “common stocks.” “Common stocks” represent an ownership interest in a company. The Fund can also invest in securities that can be exercised for or converted into common stocks (such as warrants or convertible preferred stock). While offering greater potential for long-term growth, common stocks and similar equity securities are more volatile and more risky than some other forms of investment. Therefore, the value of your investment in the Fund may sometimes decrease instead of increase. Convertible securities include other securities, such as warrants, that provide an opportunity for equity participation. Because convertible securities can be converted into equity securities, their values will normally increase or decrease as the values of the underlying equity securities increase or decrease. The movements in the prices of convertible securities, however, may be smaller than the movements in the value of the underlying equity securities.
	Illiquid Securities Risk. Illiquid securities include securities that have legal or contractual restrictions on resale, securities that are not readily marketable, and repurchase agreements maturing in more than seven days. Illiquid securities involve the risk that the securities will not be able to be sold at the time desired or at prices approximating the value at which the Fund is carrying the securities. The Fund may invest up to 10% of the value of its net assets in illiquid securities.
	Foreign Securities Risk. Foreign issuers are subject to risks of possible adverse political and economic developments abroad. Investing in foreign issuers also involves risks of change in foreign currency exchange rates.

 

 

	Emerging Markets Risk. Investing in securities of issuers based in underdeveloped emerging markets entails all of the risks of investing in securities of foreign issuers to a heightened degree. These heightened risks include: (i) greater risks of expropriation, confiscatory taxation, nationalization and less social, political and economic stability; (ii) the smaller size of the market for such securities and a lower volume of trading, resulting in a lack of liquidity and in price volatility; and (iii) national policies that may restrict the Fund's investment opportunities including restrictions on investing in issuers or industries deemed sensitive to relevant national interests.
	Small and Medium Cap Company Risk - Compared to investment companies that focus only on large capitalization companies, the Fund's share price may be more volatile because it also invests in small and medium capitalization companies. Compared to large companies, small and medium capitalization companies are more likely to have (i) more limited product lines or markets and less mature businesses, (ii) fewer capital resources, (iii) more limited management depth and (iv) shorter operating histories. Further, compared to large cap stocks, the securities of small and medium capitalization companies are more likely to experience sharper swings in market values, be harder to sell at times and at prices that the Adviser believes appropriate, and offer greater potential for gains and losses.
	REIT Risk. If the Fund invests in Real Estate Investment Trusts ("REITs"), such investment will subject the Fund to various risks. The first, real estate industry risk, is the risk that the REIT share prices will decline because of adverse developments affecting the real estate industry and real property values. In general, real estate values can be affected by a variety of factors, including supply and demand for properties, the economic health of the country or of different regions and the strength of specific industries that rent properties. The second is the risk that returns from REITs, which typically are small or medium capitalization stocks, will trail returns from the overall stock market. The third, interest rate risk, is the risk that changes in interest rates may hurt real estate values or make REIT shares less attractive than other income-producing investments.
	Qualification as a REIT under the Code in any particular year is a complex analysis that depends on a number of factors. There can be no assurance that the entities in which the Fund invests with the expectation that they will be taxed as a REIT will qualify as a REIT. An entity that fails to qualify as a REIT would be subject to a corporate level tax, would not be entitled to a deduction for dividends paid to its shareholders and would not pass through to its shareholders the character of income earned by the entity. If the Fund were to invest in an entity that failed to qualify as a REIT, such failure could drastically reduce the Fund's yield on that investment.
	The Fund does not expect to invest a significant portion of its assets in REITs but does not have any investment restrictions with respect to such investments.
	Defensive Position. During periods of adverse market or economic conditions, the Fund may temporarily invest all or a substantial portion of its assets in cash or cash equivalents. The Fund will not be pursuing its investment objective in these circumstances and could miss favorable market developments.

 

 

	Portfolio Turnover. The Fund may engage in short-term trading strategies, and securities may be sold without regard to the length of time held when, in the opinion of the Adviser, investment considerations warrant such action. These policies may have the effect of increasing the annual rate of portfolio turnover of the Fund. Higher rates of portfolio turnover would likely result in higher brokerage commissions and generate short-term capital gains taxable as ordinary income.
	Market Price of Shares. The shares of closed-end management investment companies often trade at a discount from their net asset value, and the Fund's common shares may likewise trade at a discount from net asset value. The trading price of the Fund's common shares may be less than the public offering price. The returns earned by the Fund’s shareholders who sell their common shares below net asset value will be reduced.
	Borrowing Risk. Borrowing creates risks for the Fund’s shareholders, including the likelihood of greater volatility of net asset value and market price of the common shares.
	Anti-Takeover Provisions. The Fund's Agreement and Declaration of Trust, dated as of May 11, 2006 (the “Declaration of Trust”), includes provisions that could have the effect of inhibiting the Fund's possible conversion to open-end status and limiting the ability of other entities or persons to acquire the Fund or to obtain control of the Board of Trustees. In certain circumstances, these provisions might also inhibit the ability of shareholders to sell their shares at a premium over prevailing market prices. See “Conversion to Open-End Fund” and “Anti-Takeover Provisions in the Declaration of Trust.”
Distributions	The Fund intends to make a level dividend distribution each month to its shareholders after payment of Fund operating expenses including, interest on any outstanding borrowings. The level dividend rate may be modified by the Board of Trustees from time to time. If, for all monthly distributions, net investment company taxable income, if any (which term includes net short-term capital gain), and net tax-exempt income, if any, as determined as of the close of the Fund's taxable year, is less than the amount of the sum of all of the distributions for the taxable year, the difference will generally be a tax-free return of capital distributed from the Fund's assets. The Fund's final distribution for each calendar year will include any net investment company taxable income and net tax-exempt income undistributed during the year, as well as all net capital gain, if any, realized during the year. In general, the total distributions made in any taxable year (other than distributions of net capital gain) would be treated as ordinary dividend income to the extent of the Fund's current and accumulated earnings and profits. Distributions in excess of the earnings and profits would first be a tax-free return of capital to the extent of the adjusted tax basis in the shares. After such adjusted tax basis is reduced to zero, the distribution would constitute capital gain (assuming the shares are held as capital assets). This distribution policy may, under certain circumstances, have certain adverse consequences to the Fund and its shareholders. The initial distribution is expected to be declared approximately 45 days after the completion of this offering and paid on or about [_______ ___, 2006], depending on market conditions. See “Distribution Policy.”

 

 

	The Adviser intends to apply to the SEC, on behalf of the Fund, for an exemption from Section 19(b) of the 1940 Act and Rule 19b-1 thereunder permitting the Fund to make periodic distributions of long-term capital gains, provided that the distribution policy of the Fund with respect to its common shares calls for periodic (for example, quarterly/monthly) distributions in an amount equal to a fixed percentage of the Fund's average net asset value over a specified period of time or market price per common share at or about the time of distribution or pay-out of a level dollar amount. No assurance can be given that the SEC will grant the exemption to the Fund. The staff of the SEC has indicated that it has suspended the processing of exemptive applications requesting the type of relief referenced above, pending review by the staff of the results of an industry-wide SEC inspection focusing on the dividend practices of closed-end investment companies. There can be no assurance as to when that review might be completed or whether, following that review, the staff would process such applications or grant such relief. This offering, however, is not contingent upon the receipt of such exemption. See “Distribution Policy.”
	The level dividend distribution described above would result in the payment of approximately the same amount or percentage to the Fund’s shareholders each month. Section 19(a) of the 1940 Act and Rule 19a-1 thereunder require the Fund to provide a written statement accompanying any such payment that adequately discloses its source or sources. Thus, if the source of the dividend or other distribution were the original capital contribution of the shareholder, and the payment amounted to a return of capital, the Fund would be required to provide written disclosure to that effect. Nevertheless, persons who periodically receive the payment of a dividend or other distribution may be under the impression that they are receiving net profits when they are not. Shareholders should read any written disclosure provided pursuant to Section 19(a) and Rule 19a-1 carefully, and should not assume that the source of any distribution from the Fund is net profit. See “Distribution Policy.”
Dividend Reinvestment Plan	Unless a shareholder elects otherwise, the shareholder's distributions will be reinvested in additional common shares under the Fund's dividend reinvestment plan. Shareholders who elect not to participate in the Fund's dividend reinvestment plan will receive all distributions in cash paid by check mailed directly to the shareholder of record (or, if the common shares are held in street or other nominee name, then to such nominee). See “Dividend Reinvestment Plan.”
Stock Purchases and Tenders	The Fund's Board of Trustees currently contemplates that the Fund, at least once each year, may consider repurchasing common shares in the open market or in private transactions, or tendering for shares, in an attempt to reduce or eliminate a market value discount from net asset value, if one should occur. There can be no assurance that the Board of Trustees will determine to effect any such repurchase or tender or that it would be effective in reducing or eliminating any market value discount.
Custodian and Transfer Agent	____________ serves as the Fund's custodian and transfer agent.

 

 

 

Shareholder Transaction Expenses
	Sales load (as a percentage of offering price)				4.5%
	Offering expenses borne by the Fund (as a percentage of offering price)(1)				0.2%
	Dividend Reinvestment and Cash Purchase Plan fees				None (2)
Annual Expenses (as a percentage of net assets attributable to common shares)
	Investment Advisory fees				___% (3)
	Other expenses (4)				0.29%
	Total Annual Expenses				___%

 

 

(1)		The Adviser has agreed to pay all the Fund’s organizational expenses. Total offering costs in connection with the common shares are estimated to be $____.
(2)		There will be no brokerage charges with respect to common shares issued directly by the Fund under its dividend reinvestment plan. You will pay brokerage charges in connection with open market purchases or if you direct the plan administrator to sell your common shares held in a dividend reinvestment account.
(3)		The Investment Advisory Agreement between the Fund and the Adviser obligates the Fund to pay the Adviser an annual investment advisory fee equal to ___% of the net assets of the Fund.
(4)		“Other Expenses” are based on estimated amounts for the current fiscal year and include administration fees of 0.13%.
		“Other Expenses” also include costs associated with the Fund's short sales on equity securities (see “Investment Objective and Policies—Investment Techniques—Short Sales”). Dividend expenses paid on securities sold short are estimated to be approximately 1% of the Fund's net assets. This percentage represents an estimate for the Fund's initial year of operations, assuming that the Fund maintains short equity positions of less than 10% of its net assets (based on the Fund's initial expected short equity exposure). When a cash dividend is declared on a security for which the Fund holds a short position, the Fund incurs the obligation to pay an amount equal to that dividend to the lender of the shorted security. Thus, the estimate for dividend expenses paid is also based on the dividend yields of stocks that would be sold short as part of anticipated trading practices (which may involve avoiding dividend expenses with respect to certain short sale transactions by closing out the position prior to the underlying issuer's ex-dividend date). The Fund's actual dividend expenses paid on securities sold short may be significantly higher or lower than the estimates above due to, among other factors, the actual extent of the Fund's short positions (which can range from 0% to 10% of total assets), the actual dividends paid with respect to the securities the Fund sells short, and the actual timing of the Fund's short sale transactions, each of which is expected to vary over time and from time to time.
		ALPS will provide administration, bookkeeping and pricing services to the Fund pursuant to an agreement with the Fund.

 

 

 

		1 Year	3 Years	5 Years	10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return		$_____	$_____	$_____	$_____

 

*

The example should not be considered a representation of actual future expenses. Actual expenses may be higher or lower than those shown. The example assumes that the estimated “Other Expenses” set forth in the Annual Expenses table remain the same each year and that all dividends and distributions are reinvested at net asset value. Actual expenses may be greater or less than those assumed. Moreover, the Fund's actual rate of return will vary and may be greater or less than the hypothetical 5% annual return.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL RETURNS		YTD 2006			1 Year			9/22/03- 12/31/03			12/31/03- 12/31/04			12/31/04- 12/31/05			Since Inception Date
Alpine Dynamic Dividend Fund			8.54	%		16.13	%		17.63	%		23.26	%		7.24	%		23.05	%
S&P 500 Index—Dividends Reinvested			4.21	%		11.72	%		11.90	%		10.86	%		4.90	%		11.79	%
Lipper Equity Income Funds Average			4.92	%		11.48	%											13.71	%
Lipper Performance Ranking			4/238			29/223												2/182
(based on total returns)
DIVIDEND DISTRIBUTIONS AND NAV
Alpine Dynamic Dividend Fund			YTD 2006						9/22/03- 12/31/03			12/31/03- 12/31/04			12/31/04- 12/31/05
Beginning NAV		$	12.11					$	10.00		$	11.62		$	12.78
Closing NAV		$	12.77					$	11.62		$	12.78		$	12.11
Total Dividend Income		$	0.37					$	0.14		$	1.15		$	1.53
Short Term Capital Gains Distribution		$	0.00					$	0.00		$	0.241		$	0.00
Long Term Capital Gains Distribution		$	0.00					$	0.00		$	0.397		$	0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Underwriter		Number of Common Shares
Total:

 

 

 

 

		Per Share			Without Option			With Option
Public offering price		$			$			$
Sales Load		$			$			$
Estimated offering expenses		$			$			$
Proceeds, after expenses, to the Fund		$			$			$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	Page
Additional Investment Information and Restrictions	B-1
Portfolio Turnover	B-3
Management	B-3
Codes of Ethics	B-7
Proxy Voting Procedures	B-8
Investment Advisory and Other Services	B-9
Portfolio Managers	B-10
Allocation of Brokerage	B-11
Taxes	B-12
Other Information	B-17
Independent Registered Public Accounting Firm	B-18

 

 

·	Information we receive about you on applications or other forms;

 

·	Information you give us orally; and

 

·	Information about your transactions with others or us.

 

 

 

 

1.

The Registrant undertakes to suspend the offering of its Common Shares of Beneficial Interest until the prospectus is amended if (1) subsequent to the effective date of this registration statement, the net asset value declines more than 10 percent from its net asset value as of the effective date of this registration statement or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.

2.	Not applicable.

3.	Not applicable.

4.	Not applicable.

5.	The Registrant undertakes that:

6.	The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of an oral or written request, its Statement of Additional Information.