Alpine Global Dynamic Dividend Fund, et al.; Notice of Application

September 4, 2009.

SUMMARY OF APPLICATION: Applicants request an order to permit certain registered closed-end investment companies to make periodic distributions of long-term capital gains with respect to their outstanding common shares as frequently as twelve times each year, and as frequently as distributions are specified by or in accordance with the terms of any outstanding preferred shares that such investment companies may issue.

APPLICANTS: Alpine Global Dynamic Dividend Fund ("AGD"), Alpine Total Dynamic Dividend Fund ("AOD"), Alpine Global Premier Properties Fund ("AWP") and Alpine Woods Capital Investors, LLC (the "Investment Adviser").

DATES: The application was filed on February 4, 2009 and amended on July 31, 2009 and September 1, 2009.

HEARING OR NOTIFICATION OF HEARING: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission's Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on September 29, 2009, and should be accompanied by proof of service on applicants, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090; Applicants, 2500 Westchester Avenue, Suite 215, Purchase, New York 10577.

FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Attorney Adviser, at (202) 551-6819, or Mary Kay Frech, Branch Chief, at (202) 551-6821 (Division of Investment Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission's Web site by searching for the file number, or for an applicant using the Company name box, at http://www.sec.gov/search/search.htm, or by calling (202) 551-8090.

Applicants' Representations

1. AGD, AOD and AWP, each a Delaware statutory trust, are closed-end management investment companies, registered under the Act. /1/ The common shares of AGD, AOD and AWP are listed on the New York Stock Exchange. Applicants believe that the shareholders of each Fund are generally conservative, dividend-sensitive investors who desire current income periodically and may favor a fixed distribution policy. Although AGD, AOD and AWP have no current intention to do so, each is authorized to issue preferred shares.

FOOTNOTE 1 AGD, AOD and AWP are the only closed-end investment companies that currently intend to rely on the order. Applicants request that the order also apply to each registered closed-end investment company that in the future: (a) Is advised by the Investment Adviser (including any successor in interest) or by any entity controlling, controlled by, or under common control (within the meaning of section 2(a)(9) of the Act) with the Investment Adviser; and (b) complies with the terms and conditions of the application (collectively with AGD, AOD and AWP, "Funds"). A successor in interest is limited to entities that result from a reorganization into another jurisdiction or a change in the type of business organization. END FOOTNOTE

2. The Investment Adviser is a Delaware limited liability company registered under the Investment Advisers Act of 1940 ("Advisers Act"). The Investment Adviser serves as investment adviser to AGD, AOD and AWP and is responsible for their overall management. Each Fund will be advised by an investment adviser that is registered under the Advisers Act.

3. Applicants state that, prior to the organizational meeting of each of AGD, AOD and AWP, held on June 23, 2006, December 18, 2006 and March 12, 2007, respectively, the board of trustees (the "Board") of each of AGD, AOD and AWP, including a majority of the members who are not "interested persons" of each Fund as defined in section 2(a)(19) of the Act (the "Independent Trustees"), reviewed information regarding the purpose and terms of the proposed distribution policy, the likely effects of such policy on each Fund's long-term total return (in relation to market price and net asset value ("NAV") per share), the relationship between each Fund's distribution rate on its common shares under the policy and such Fund's total return (in relation to NAV per share). Applicants state that the Independent Trustees also considered what conflicts of interest the Investment Adviser, the affiliated persons of the Investment Adviser and each Fund might have with respect to the adoption or implementation of the proposed periodic distribution policy. Applicants further state that, after considering such information, the Board, including the Independent Trustees, of each of AGD, AOD and AWP approved the proposed periodic distribution policy with respect to such Fund's common shares (the "Plan") and determined that the Plan is consistent with such Fund's investment objectives and in the best interests of such Fund's common shareholders. Prior to implementing the Plan, the Board of each of AGD, AOD and AWP, including the Independent Trustees, will review the factors considered in connection with its approval of the Plan, as well as any changes in such factors since the date of its approval, and will confirm that the Plan is consistent with the Fund's investment objectives and policies and in the best interests of such Fund's common shareholders.

4. Applicants state that the purpose of the Plan of each of AGD, AOD and AWP is to permit such Fund to distribute over the course of each year, through monthly distributions as nearly equal as practicable and any required special distributions, an amount closely approximating the total taxable income of such Fund during such year and, if so determined by its Board, all or a portion of the returns of capital paid by portfolio securities to such Fund during such year. Applicants represent that, in accordance with the Plan of each Fund, the Fund would distribute to its common shareholders a fixed monthly amount, but reserves the right to distribute an amount equal to a fixed percentage of the market price or of the NAV per share of the Fund's common shares at a particular point in time, any of which may be adjusted from time to time. Applicants state that, under each Plan, the minimum annual distribution rate with respect to such Fund's common shares would be independent of the Fund's performance during any particular period, but would be expected to correlate with the Fund's performance over time. Applicants explain that, except for extraordinary distributions and potential increases or decreases in the final dividend periods in light of the Fund's performance for the entire calendar year and to enable the Fund to comply with the distribution requirements of subchapter M of the Internal Revenue Code of 1986 ("Code") for the calendar year, each distribution on the common shares would be at the stated rate then in effect.

5. Applicants state that at the meeting held on September 22, 2008, each Board adopted policies and procedures under rule 38a-1 that are reasonably designed to ensure that all notices required to be sent to the Fund's shareholders pursuant to section 19(a) of the Act, rule 19a-1 thereunder and condition 4 below (each a "19(a) Notice") include the disclosure required by rule 19a-1 and by condition 2(a) below, and that all other written communications by AGD, AOD or AWP or its agents regarding distributions under the Plan include the disclosure required by condition 3(a) below. Applicants state that each Board also adopted policies and procedures that require each Fund to keep records that demonstrate its compliance with all of the conditions of the order and that are necessary for such Fund to form the basis for, or demonstrate the calculation of, the amounts disclosed in its 19(a) Notices.

Applicants' Legal Analysis

1. Section 19(b) generally makes it unlawful for any registered investment company to make long-term capital gains distributions more than once each year. Rule 19b-1 limits the number of capital gains dividends, as defined in section 852(b)(3)(C) of the Code ("distributions"), that a fund may make with respect to any one taxable year to one, plus a supplemental "clean up" distribution made pursuant to section 855 of the Code not exceeding 10% of the aggregate amount distributed for the year, plus one additional capital gain dividend made in whole or in part to avoid the excise tax under section 4982 of the Code.

2. Section 6(c) provides that the Commission may, by order upon application, conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities or transactions, from any provision of the Act, if and to the extent that the exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act.

--This is a summary of a Federal Register article originally published on the page number listed below--

Notice of application under section 6(c) of the Investment Company Act of 1940 ("Act") for an exemption from section 19(b) of the Act and rule 19b-1 under the Act.

Citation: "74 FR 46807"

Document Number: "Investment Company Act Release No. 28897; File No. 812-13630"

Federal Register Page Number: "46807"

"Notices"

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