SUBSCRIPTION AGREEMENT

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Exhibit 2(p)

SUBSCRIPTION AGREEMENT

WHEREAS, there has been organized under the laws of the State of Delaware, a statutory trust known as the Alpine Total Dynamic Dividend Fund (the "Fund").

WHEREAS, the Fund has been organized for the purpose of engaging in any lawful act or activity for which statutory trusts may be organized under the Delaware Statutory Trust Act.

WHEREAS, the Fund is authorized to issue an unlimited number of shares of beneficial interest, no par value per share ("Common Stock").

NOW, THEREFORE, the undersigned hereby subscribes for and agrees to purchase 5,235.602 shares of Common Stock and agrees to pay the amount of $100,000 therefor.

The subscription hereunder shall be payable at such time or times as the Board of Trustees of the Fund may determine, and the shares of stock subscribed for hereunder shall be issued at the time payment is received therefor.

Dated as of the 15th day of December, 2006.

	ALPINE XXXXX CAPITAL INVESTORS, LLC
	By:	/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Sole Member
Accepted as of December 15, 2006

ALPINE TOTAL DYNAMIC DIVIDEND FUND
By:	/s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President, Treasurer, Chief Compliance Officer

CROSS RECEIPT

Pursuant to that certain Subscription Agreement (the "Subscription Agreement"), dated as of December 15, 2006, between the Alpine Total Dynamic Dividend Fund (the "Fund") and Alpine Xxxxx Capital Investors, LLC (the "Subscriber"), the Subscriber hereby acknowledges receipt from the Fund of 5,235.602 common shares of beneficial interest of the Fund (the "Shares").

Dated as of December 15, 2006

		Alpine Xxxxx Capital Investors, LLC
		By:	/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Sole Member

Pursuant to the Subscription Agreement, the Fund hereby acknowledges receipt from the Subscriber of a wire in the amount indicated below as payment for the Shares issued therefor as indicated below. The Shares shall be deemed to have been issued to the Subscriber on the date on which payment therefor was made to the Fund.