UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the  transmission to stockholders of any report that is required to be transmitted to  stockholders  under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).  The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant  is required to disclose the  information  specified by Form N-CSR, and the  Commission  will make this  information  public.  A  registrant  is not required to respond to the  collection  of  information  contained in Form N-CSR unless the Form  displays a  currently  valid  Office of  Management  and Budget (“OMB”)  control number.  Please direct comments  concerning the accuracy of the information  collection  burden  estimate and any  suggestions  for reducing the burden to Secretary,  Securities and Exchange Commission,  450 Fifth Street, NW, Washington,  DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.

Item 1.  Reports to Stockholders.

Dear Shareholder:

We are pleased to present this semi-annual update for the period ending April 30, 2009. The past six months have challenged both investors and investment managers with unparalleled complexity, uncertainty and velocity. The nearly unprecedented disruption of the capital markets from September through March reflects the structural problems afflicting global finance and the resulting impact on employment and production. Excessive financial leverage accumulated over the previous three years may have set the stage for the economic unraveling which occurred in the wake of Lehman Brothers bankruptcy. In response, Central Banks around the world have taken extreme measures to maintain liquid short-term monetary functions. This appears to have stabilized the financial system. While the pendulum of financial liquidity has swung from excess to drought and now towards equilibrium, many pressures and imbalances persist. These may require fresh approaches to capital allocation and global interaction, which implies more rigorous regulation before sustained long-term growth can be achieved in the U.S. and Europe. Nonetheless, there are pockets of economic vigor which have been increasingly visible as the public equity and debt markets are currently the principle suppliers of fresh capital for commerce.

Equity Performance Recalibrates

It is ironic that some of 2008’s most penalized stock markets and currencies have, in fact, been able to decouple during this crisis from the historical economic dominance of the U.S. and Europe which together account for roughly 48% of global GDP. In a number of countries, the sustainability of domestic consumption and fixed investment to develop modern infrastructure, efficient agriculture and higher education appears to have partially offset the declining demand for exports. With a broad recovery in commodity prices and related stocks, the so-called BRIC (Brazil, Russia, India and China) countries, among other emerging markets, have experienced the strongest equity returns in 2009, in anticipation of strong growth prospects. In contrast, the more constrained economies of the U.S., Europe and Japan have been most impacted by their banks and financial structures which face capital reallocation pressures as informal or private market activities are reigned in. This so called ‘Shadow Banking’ system has been contracting rapidly, requiring massive capital injections from Central Banks to offset this erosion of wealth. Since this was a huge provider of cheap capital, it was a major driver of our economic growth over the past 5-10 years. Until the debt capital markets can be fully reconstituted, new lending limits and high government borrowings may reduce recovery prospects over the next three to five years.

Having just returned from India and China, as we supplement our regular dialogue with local market participants around the world, it is clear that these economies have maintained solid growth rates by enhancing domestic demand until the broader global recovery begins. High household savings may sustain this capacity for several years. This has been reflected in strong stock performance for 2009 to date. Even though a visible recovery in the U.S., Europe or Japan has not yet begun, their stock indices are higher because pricing during October through March anticipated far greater economic distress than we have to date experienced. Meanwhile, the recent run-up in long-term U.S. Government Treasury bond yields has been attributed to fears that a potential economic recovery in combination with current stimulation of monetary policy will lead to excess inflation. This has steepened the yield curve beyond historic norms given the still low money market yields. As with the recent rebound of equities from overly pessimistic levels, we suspect that this adjustment in Treasury yields reflects diminished risk aversion from an extreme level to more traditional expectations. In both cases, developed market debt and equity markets may be overshooting as they adjust from previously oversold conditions. It is clear that the Federal Reserve and the world’s other central banks are not focused on these anticipatory price swings, and will maintain easy money, through stimulative policies until a durable recovery is evident.

Business Prospects

Alpine’s view is that the U.S. economy may see a recovery in the second half of this year. However, its durability may be suspect. The pace of unemployment increases may slow this summer and could top out either later this year or early next. However, a near-term catalyst for new job formation and income growth is difficult to see. The household savings rate has improved from nil to over 5%, but is still well below the near 15% level experienced in 1975. During the 1970’s, household debt represented roughly 60% of income, whereas it represented almost 120% of income by 2007. This suggests that the current deleveraging of household balance sheets will continue even if it does not go to the peak levels of the 1970’s. In this context, cautious consumption may continue to permeate the American psyche

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in ways that we cannot as yet measure, so stabilization is hard to forecast. Given this level of uncertainty over domestic demand drivers, it is not clear whether less volatile capital markets will have a dramatic impact on new fixed investment in upgrading the productive capacity of business, or even into research and development expenditures. Meanwhile, the de facto forced deleveraging of our economy through rising home foreclosures, and individual loan and credit card defaults will continue to limit our economic growth over the next 12 or so months. In aggregate, the combination of personal wealth erosion, diminished buying power and reduced business investment may be greater than the Obama stimulus package can offset. Thus, cheap and plentiful dollars may be needed to buttress the financial system for the next few years until job creation resumes. Meanwhile, the ‘output gap’, or excess productive capacity of our economy may help to mitigate any inflationary inputs from ‘printing money’ or perhaps a weak dollar.

While low interest rates can be supportive of earnings multiples, investors will likely focus on stocks where earnings can grow faster than the broader economy. This is not to say that so-called “growth stocks” will be in favor because many are now ex-growth. Rather, we are keen to focus on companies which can grow revenues or margins as a result of either innovative products, enhanced profitability or other factors which might transform their business prospects. Naturally, we will continue to focus on companies which benefit from sectors or countries where companies have ‘the wind at their backs’, providing favorable conditions for growth. Major sectors which will likely receive stimulus for growth include infrastructure, alternative energy, agriculture, environmental sciences and select technologies related to defense spending, medical services and the pharmaceutical space. Investment themes may also influence long-term opportunities and include population growth among different age cohorts, expanding urbanization, health and retirement savings prospects, as well as the broad restructuring of the financial markets. Countries whose long-term outlook Alpine favors include Brazil, China, India and several smaller emerging markets. An over arching theme will be a world in transition. Understanding the geopolitical, socioeconomic and demographic forces influencing these changes, be they global or local, may prove critical over the next few years.

While we are early in the transition to a new business cycle, many opportunistic investments have already generated positive returns in this period. With a three to five year investment horizon, we are confident that investors would likely benefit from equity investments. Nonetheless, Alpine anticipates continued challenges over the next twelve months as the pattern of recovery unfolds. We look forward to reporting on the progress of the Alpine Funds over the course of the year and continue to appreciate your interest in our endeavors. As investors in all of our Funds, we are working on all of our behalf. Thus, our focus remains on finding opportunities offering fundamental value today and strong growth potential for tomorrow.

Sincerely,

Samuel A. Lieber

President, Alpine Mutual Funds

Mutual fund investing involves risk. Principal loss is possible.

The letter and those that follow represent the opinions of Alpine Funds management and are subject to change, are not guaranteed and should not be considered recommendations to buy or sell any security.

Cash Flow measures the cash generating capability of a company by adding non-cash charges (e.g., depreciation) and interest expense to pretax income.

Please refer to the schedule of portfolio investments for fund holding information. Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. Current and future portfolio holdings are subject to risk.

Forward-looking statements are based on information that is available on the date hereof, and neither the fund manager nor any other person affiliated with the fund manager has any duty to update any forward-looking statements. Important factors that could affect actual results to differ from these statements include, among other factors, material, negative changes to the asset class and the actual composition of the portfolio.

The Funds’ actual results could differ materially from those anticipated due to various risks and uncertainties. Alpine Global Dynamic Dividend Fund, Alpine Total Dynamic Dividend Fund, and Alpine Premier Properties Fund are closed-end funds and do not continuously offer or redeem shares. The Funds trade in the secondary market and investors wishing to buy or sell shares must place orders through a financial intermediary or broker.

This notice is provided to you for informational purposes only, and should not be considered tax advice. Please consult your tax advisor for further assistance.

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Dear Investor:

This semi-annual report for the Alpine Global Premier Properties Fund (AWP) covers the six months ended April 30, 2009. As of April 30th, the net asset value (NAV) per share for the Fund was $5.01. The capital (NAV) appreciation of .01¢ plus cumulative dividends of 37.34¢ provided a portfolio total return of 7.67%. The market price for the Fund’s shares declined from $4.45 to $3.89 resulting in a tradable total return of -1.90%. The market price of the shares relative to the NAV of the Fund reflects an expanded discount from -11% on October 31, 2008 to -22.36% on April 30, 2009. Over the six month period the average discount was -21.49% and ranged from a premium of 2.2% on November 10, 2008 to a discount of -35.9% at the market trough on November 21, 2008. On behalf of the Fund’s investors, the Advisor has sought to take advantage of this excessive trading discount by acquiring 582,530 shares of AWP over the six-month period to be held by the Fund treasury. Given the average per share cost of $3.14, there is potential to resell later at an attractive profit for the Fund. A total of 861,806 shares are held at cost basis and do not receive dividends while held in the treasury account. The Manager views this as extremely accretive for the Fund, and will continue to take advantage of similar mispricing. In addition, the Manager has personally acquired shares in the open market, adding to our stake in AWP.

The Alpine Global Premier Properties portfolio total return of 7.67% for the six months ended April 30 compares with its benchmark Citigroup World Net Total Return Property Index in U.S. dollars which recorded a decline for the six month period of -11.75%. Even more dramatic outperformance came in comparison with the MSCI US REIT Total Return Index, which declined -20.95% for the six months. The Manager believes that the attractive performance during this period reflects not only the geographic concentrations of the portfolio but notable individual stock performances which rebounded considerably from severely oversold conditions through last October.

Portfolio Focus

Major changes to the portfolio include a significant shift in focus over the six month period with U.S. holdings now representing 32.5% of the portfolio, up from 20.6% at the end of October. Most of this increase came from reducing European stocks from 26.4% to 22.4% and from cash which declined from over 14% to 3.4% as of April 30. Two other notable country weighting changes occurred in Brazil, which is now the Fund’s third largest holding at 8.4% (up from 6.4%), and China at 6.5% versus 1.3% last October. Notable declines were in Japan, from 8.7% to 6.3% and the U.K., from 7.5% to 5.8%. As cash was redeployed, the portfolio’s sector distribution also shifted with an increase in residential related real estate companies from 13.6% to 19.6% of the portfolio. Also noteworthy, financial stocks grew to 19.1% from 13.1% and industrial property stocks rose from 8.2% to 11.5%.

With regard to the financial sector, this specifically reflects the strong presence of a number of mortgage REITs in the U.S. which focus their investments on government backed Fannie Mae and Freddie Mac mortgages. Given the historically steep yield curve, companies such as Annaly Capital Management (6.2% weighting), Chimera Investment Corp. (3% weighting) and MFA Mortgage Investments (1.9% weighting) feature prominently. These companies provide very high dividends with lower volatility than most other REITs have demonstrated over the past year. Thus, we believe these stocks are ideally suited for the needs of this closed-end Fund. The extremely high volatility experienced by REITs in the U.S. over the past six months has created opportunities for the Fund to expand its holdings amongst leading REITs and real estate operating companies in the U.S., which heretofore we had considered pricey. Specifically, we dramatically increased exposure to AMB Property Corp. and Prologis which rank amongst the premier industrial developers/owners in the world. The Fund also established a new position in Brookfield Properties Corp., which owns the World Financial Center in New York as well as top office buildings in Boston, Denver, Houston, Minneapolis, Toronto and Calgary.

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Office REIT SL Green Realty Corp. was also acquired at very depressed levels. While the fundamentals for U.S. office owners may be challenging over the next two to three years, it is already very painful for hotel companies. However, hotels should start to see improvement before other sectors when the economy improves, and will face virtually no new competition before 2015. Thus, the Fund increased its holdings in Diamond Rock Hospitality, Orient-Express Hotels and established a new position in Host Hotels and Resorts, all of these companies raised additional capital to shore up their balance sheets. The Fund even acquired a position in Las Vegas Sands Corp., the owner of the Venetian Casinos in Atlantic City and Macau, now that shares trade at a significant discount to the value of its underlying real estate.

Declining Prospects Yield Disappearing Dividends

In response to the financial contraction, the majority of REITs have cut or eliminated their dividends. A number have also seen fit to pay the dividends in kind with shares as opposed to actual cash generated from operating income. We fear that this trend may continue to undermine the historic appeal of REITs which include low volatility, low correlation to the S&P and attractive dividend income potential. Other major REIT markets around the world, including Australia and New Zealand, Singapore, Japan, France and the U.K. did not provide strong returns during the period as the global trend of declining commercial property rent will continue to impact most cities and countries over the next one to two years. Thus, valuations and dividend payment prospects have become less certain.

Even though the Fund’s U.S. exposure was fortuitously expanded during depressed periods from November through April, we believe the recapitalization phase has led many companies to trade security of their future at the cost of massive dilution to existing shareholders. Unfortunately, the prospect for rental growth in offices, shopping malls, apartments or even industrial properties will be pressured over the next two to three years. Thus, the strong returns established for U.S. REITs during March and April and subsequent periods may prove difficult to follow up, even though a number of equity REITs hope to emerge as consolidators of distressed properties over the next few years.

Growth Emerges In A Few Markets

The notable exceptions to these cautious times have been the so-called emerging markets, which we believe were dramatically oversold last fall. For example, AWP enjoyed very strong returns from commercial property companies in Brazil, such as Cyrela Commercial Properties (+72.78%), Iguatemi Shopping Centers (+61.91%) and Multiplan, the country’s largest high-end mall owner (+54.78%). Residential developers in Brazil also performed very strongly during this period. China dramatically stimulated its economy utilizing its strong financial position to reduce interest rates and encourage consumption. Cheap valuations and government stimulus encouraged us to significantly expand AWP’s exposure to both residential and commercial property stocks in China., from a depressed 1.3% to 6.4% of the Fund. As the Fund expanded the breadth and depth of its China exposure, we also enjoyed significant returns on its holdings in Sino Ocean Land (+188.0%), Hopson Development (+141.0%) and CC Land (up over +88.5%).

The Fund’s exposure to India has remained more modest at 2.1% (including participation notes). We had favorable performance from the Indiabulls Investment Trust which gained 64.56% after very poor returns in 2008, and Unitech Corporate Parks which gained 51.0% above depressed levels. The large retail developer, Phoenix Mills, produced an impressive 113.0% return during this period. Subsequent to the end of the fiscal semi-annual period, we visited India just before the conclusion of month long elections. We are now better positioned to appreciate the potential impact of a strong electoral mandate awarded to the Congress Party in May. The 17% market surge subsequent to the election reflects the promise of a sustained strategic investment focus from stable longer term governance.

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Value Rebounds From Excess Fear

While the Fund’s emerging market exposure has helped to propel AWP’s performance on the upside over the past six months, to a great degree it was responsible for the excess downside last year. We wish to highlight that this is a broader portfolio with other strong contributors. We highlight Nexity in France which provided an exceptional 278.59% total return during this period, as the developer of both residential and commercial projects in France was able to secure its long term prospects by selling one of its operating businesses for €500 million. In Germany, Treveria rebounded from last year’s depressed levels by 85.6%. The same was true for Australand Property Group which recovered 63.1% from its lows of last fall. Even residential builder JM in Sweden rallied 31.76% as concern over its business prospects have stabilized somewhat with better than expected new orders for this year. The U.K. has performed reasonably well during the ongoing REIT recapitalization phase, but it was not a REIT which has provided the best returns as Regus PLC, the world’s largest provider of temporary office space with business centers in over 1,000 locations around the world, was up 51.4% over the past six months. The company has managed to sustain operating earnings and we believe offers several avenues for future growth.

Property Prospects

We have been actively assessing the prospects of each holding in the portfolio, which explains why only three of the Fund’s top ten holdings remain from the prior period. Four others are new holdings for the Fund, while the remaining three saw significant increases and one existing holding was reduced during the period under review. The Fund’s portfolio strategy will continue to mix an emphasis on the growth potential of certain emerging markets, while continuing to opportunistically invest in undervalued securities when market fears overshadow real estate fundamentals.

Given the continued pressure on various segments of the commercial and residential property markets over the next two to three years, we would expect to see choppy share prices for the next few quarters. The potential for recovery of long-term earnings streams offsets the likelihood of periodic disappointment. Hopefully we will be able to navigate through any such upheaval.

Most commercial sectors will be constrained by the supply and demand fundamentals in their given market places. The complexities of commercial mortgage backed securities (CMBS) combined with a significant decrease in the number of active lenders suggests that many loan pools will be forced to extend or rollover loans. Unfortunately, this will not bring significant new capital into the marketplace. Thus, strong survivors will likely enjoy a durable and extended period of recovery that may already be filtering into current valuations. Residential construction prices and volumes have dropped precipitously in most markets, however, no country compares with the U.S. in which the number of sales has fallen by 74.6% since the summer 2005 peak. April’s pace of 352,000 home sales marks the lowest level of production since the 1981 recession. At less than 8% of total domestic home sales, the new built segment is still dependent on prospects for single family homes from the existing second hand market where inventories remained elevated. Thus, we do not expect to see a material recovery until 2010. In combination with low interest rates this will likely keep affordability levels high which will also continue to pressure achievable rent levels for most cities.

Dividend Distributions

At year end, we reduced the monthly dividend quite dramatically from 12.67¢ to 3¢ per share. Not only had many REITs cut or suspended dividends, but foreign companies both within and outside of the real estate industry had shown a strong desire to hoard cash at the expense of distribution of profits to investors. While this Fund’s mandate has been to provide total returns from real estate equities around the world, it has maintained a focus on distributable income. We will continue that emphasis although the likelihood of growing corporate dividends over the course of

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2009 is negligible. That said, management reduced AWP’s dividend to a level commensurate with our worst case prognosis for economic and equity performance. To date, 2009 has provided us with ample opportunities to achieve the stated dividend. We will reappraise the dividend pay-out at year end when we have greater visibility on potential corporate cash flows, dividend policies and financial flexibility for 2010. In this context, we are delighted to hear from Simon Property Group that they would anticipate returning to cash dividends for next year.

Future Prospects

Last Fall we prominently discussed both the business cycle and the real estate stock cycle in order to emphasize that equity markets often move in advance of fundamentals in the economy. In doing so, markets have imperfect knowledge and thus tend to overshoot, sometimes to the upside and often on the downside. We commented that “As the dust settles ... it will become increasingly clear to investors that emerging market trends are still intact.” We also stated that both the U.S. and Europe would experience “...a slower march back, with investment potential coming from relatively cheap equity valuations and companies’ abilities to transform their business models to position themselves for capital expansion.” So far, we have been proved correct on the first comment and it appears that the second observation is in fact taking hold. We also observed that the next few years “... could lead to a period similar to the 1992 through 1995 cycle in the U.S. during which the ‘modern REIT era’ evolved, providing great returns to shareholders in the wake of the S&L crisis. This scenario could unfold on a global scale as the deleveraging process continues ...”. This possibility still holds promise but we will not know specifics for some time. What we do know, however, is that there are many disparities around the world in terms of growth potential, capital availability, business models, and corporate flexibility which might all factor into potential returns for global property investors. Having survived the hundred year flood ensuing from the Lehman Brothers bankruptcy last fall, we find the current outlook remains challenging but much closer to a period promising renewed stability and growth. As the new business cycle begins to unfold, we aim to position the portfolio to benefit from these long term trends through the ownership of equity positions in some of the premier properties and property companies throughout the world.

We wish to thank fellow shareholders for their interest and we look forward to building on Alpine’s record as a manager of global real estate securities and the recent success this portfolio has achieved.

Sincerely,

Samuel A. Lieber

Portfolio Manager

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PERFORMANCE(1) as of April 30, 2009

To the extent that the Fund’s historical performance resulted from gains derived from participation in initial public offerings (“IPOs”), there is no guarantee that these results can be replicated in future periods or that the Fund will be able to participate to the same degree in IPO allocations in the future.

Performance data quoted represents past performance. Past performance is no guarantee of future results and investment returns and principle value of the Fund will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance quoted. Call 1(800)617.7616 or visit www.alpinecef.com for current month end performance.

PORTFOLIO DISTRIBUTIONS v

v   As a percentage of net assets

TOP TEN HOLDINGS v

v   As a percentage of net assets

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REGIONAL ALLOCATIONv

v  As a percentage of net assets

Top Five Countriesv

v  As a percentage of net assets, excluding any short-term investments

NAV, MARKET PRICE, AND TOTAL RETURN [Six Months ended 04/30/09]

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See Notes to Financial Statements.

Common Abbreviations

AB - Aktiebolag is the Swedish equivalent of the term corporation.

ADR - American Depositary Receipt.

AG - Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by shareholders.

ASA - Allmennaksjeselskap is the Norwegian term for a public limited company.

Co. - Company

Corp. - Corporation

GDR - Global Depositary Receipt.

Inc. - Incorporated.

Ltd. - Limited.

PCL - Public Company Limited.

PLC - Public Limited Co.

REIT - Real Estate Investment Trust.

SA - Generally designates corporations in various countries, mostly those employing the civil law.

SA de CV - A variable capital company.

SAB de CV - A variable capital company.

SCA - Soceite en Commandite par actions is the French equivalent of a limited partnership.

SE - SE Regulation. A European Company which can operate on a Europe-wide basis and be governed by Community law directly applicable in all member states.

SpA - Societa’ Per Azioni is an Italian shared company.

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See Notes to Financial Statements.

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See Notes to Financial Statements.

13

See Notes to Financial Statements.

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