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.

MANAGER COMMENTARY

October 31, 2007 (Unaudited)

Alpine Comments on the Current Investment Climate

This has been a challenging year as the tone of both investor sentiment and confidence have turned from minimum to maximum risk aversion.  The prospects for our economy appears less certain at this stage of the business cycle than they have for several years, even though GDP growth ranges from stable to strong abroad. The economic coupling between our domestic economy and those abroad appears looser than during recent cycles. While trade is a major part of the global glue which connects economies, we see growing importance in investment capital transfers in this era of great global financial liquidity.Alpine’s managers believe that the next year will initiate a period of transition from an uncertain world view toward events and more stable trends which could help re-price risk and enhance visibility of investment cash flows.

The subprime mortgage collapse has revealed structural weakness in parts of our financial system and unearthed poorly structured investment funds which were inappropriately sold by Wall Street. This has created a crisis of confidence in both the credit rating agencies and guarantors upon whom the market has relied for valuations. The market has lowered valuations of both issuers and holders of mortgage and asset backed securities. Banks, forced to hold these securities, are now stingy lenders. In turn, this has led to fears of a forced de-leveraging of the economy, if not a credit crunch, which might induce a recession. We are not convinced that a recession is imminent, but we recognize elevated risks.

The still vast global liquidity will continue to be focused on companies, industries, countries and regions where capital investment can generate attractive returns. The falling dollar has made American assets and products 10 to 30 percent cheaper for much of the world than they were a year ago. Thus, our exports have increased, as has tourism here. Barring a recession, the dollar may not be as weak in 2008 as in recent years, even though many countries are beginning to focus on more broadly diversifying their foreign exchange reserves away from the U.S. dollar. Nonetheless, the long-term trend of capital flowing from retirement funds and mature economies toward emerging regions with massive requirements for fixed investment in buildings, infrastructure and equipment to support and sustain business and employment growth will continue. The major opportunity for U.S. investors participating in global investing has only been recognized over the past few years. The U.N. published a report on population trends and urbanization several months ago, forecasting that two-thirds of the world’s population will be living in large cities by 2050. This compares with roughly half today. The bulk of this growth is projected for Asia and Latin America. Countries in these regions must do all that they can to provide for the growth of the middle class lest these megalopolises become slums and breeding grounds for political and social instability. This may competitively pressure wages relative to the U.S., but such competition will help contain global inflation. Enhanced productivity is another force which lowers inflation, and this can be stimulated by innovation, which has long been a driver of our economic growth. Globally, a growing emphasis on education from grade schools through advanced degrees suggests more innovation, as well as competition. Thus, Alpine foresees an expansion of innovation and entrepreneurial opportunities world wide for equity investors. This has underpinned Alpine’s broadening the international scope of our investment programs since the start of our first international fund in 1989 and our plans for the future.

We are confident that innovation will also aid the structured finance markets. Restructuring by the strategists of Wall Street must provide more transparency of underlying cash flows, facilitating better pricing of assets and enhanced marketability. Now, the first step is to stabilize the underlying problems in the mortgage markets and permit the rating agencies to revisit their criteria for valuation. Resolution of the ideological divide between those who favor government intervention to soften and stretch out the fallout from this crisis, versus others who favor the dispassionate displacement of market adjustments, will be a key factor assessing the duration of this situation.

Our portfolios reflect a work in progress as we assess opportunities and risks in the marketplace today. Like prior periods of financial distress, a bottom will not be visible until after we pass it. So the current market psychology may overstate the risks to global capital market liquidity and misprice prospects for equity investors. This can create opportunity for investors focused on long-term trends and valuations.

Sam Lieber

President

Alpine Mutual Funds

1

We are pleased to report that The Alpine Total Dynamic Dividend Fund (AOD) is off to a strong start since it began trading on the New York Stock Exchange (“NYSE”) on January 26th, 2007 and we believe it is on track toward achieving the investment goals that we pledged to our investors. The Fund’s primary objective is high current dividend income that is not restricted to tax-qualified dividend distributions, while also focusing on long-term growth of capital. In fiscal 2007, we expect 100% of the dividends paid in AOD to be qualified for the reduced Federal income tax rate. In addition, our goal is to provide global diversification and flexibility, with the potential for up to 100% of our holdings to be in international companies.

AOD’s net asset value (“NAV”) at inception was $19.06 per share and closed on October 31, 2007 at $20.23, representing a total return of 14.09% including monthly dividend distributions that totaled $1.44 from March through October. This compares to the total return for the S&P 500 Index of 9.22% during that same time period. AOD priced shares in the initial public offering on January 26, 2007 at $20 per share and closed on October 31, 2007 at $19.90, providing a total market return of 7.01% including dividends. AOD’s price of $19.90 on October 31, 2007 represented a 1.68% discount to the closing NAV of $20.23. Since inception, AOD has traded at an average premium of 5.40% above its NAV, reflecting its strong dividend yield and total return potential.

AOD declared its first dividend payment of $0.18 per share per month or $2.16 per share annualized on February 15, 2007. This represents an annualized dividend yield of 10.80% on the IPO price of $20 and a 10.85% current dividend yield based on the closing price of AOD on 10/31/07 of $19.90.  The dividend was declared through February 2008 and reflects our confidence in the availability and visibility of attractive dividend payouts.

We Invest in International Markets that Offer Dividend Yields that are Much Higher than the S&P 500 Yield.

We believe that AOD is well positioned to take advantage of the attractive dividend opportunities that are available outside of the U.S.  As of October 31, 2007, AOD had invested 65.2% of the market value of its portfolio in international companies and 29.6% of its value in domestic U.S. corporations, with the remaining 5.2% in cash and short term equivalents.

AOD is currently invested in equities based in 22 different countries, the majority of which would be considered mature countries. However we do have a small exposure to some emerging market economies and we continue to look for interesting dividend and capital appreciation opportunities in countries like Brazil, Mexico, and Russia. Following the United States, our current top countries are the United Kingdom, Sweden, Switzerland, France, and Australia.  The average dividend yield for the major indices in these five countries is currently 3.4% which is almost double the yield on the S&P 500 Index of 1.9%.

AOD’s Unique Investment Approach Combines Four Sub-Strategies: Dividend Capture, Special Dividend, Value, and Growth.

We believe AOD offers a unique and balanced approach to optimizing both dividend income and long-term growth of capital while offering investors diversification through international equity exposure. We scan the globe looking for the best dividend opportunities for our investors, employing a multi-cap, multi-sector, and multi-style investment approach. The Fund combines four research-driven investment strategies – Dividend Capture, Special Dividend, Value, and Growth – to maximize the amount of earned dividend income and to identify companies globally with the potential for dividend increases and capital appreciation.

In addition, AOD is different from many other closed-end funds in that it does not utilize covered calls or managed distribution to achieve its objectives. All of AOD’s dividend income is earned income, with the majority qualified for the reduced Federal tax rates. Management does, however, have the flexibility to leverage up to 33% of the fund’s value if we believe there are extraordinary opportunities for either dividend capture or capital appreciation. However, on an ongoing basis we do not expect to use a meaningful amount of leverage as reflected in our current 5% cash position.

Our “Dividend Capture Strategy” and “Special Dividend Strategy” Enhances the Dividend Income Generated by the Fund.

We run a portion of our portfolio with a dividend capture strategy and special dividend strategy, where we invest in typically high dividend yielding stocks or in special situations where large cash balances are being returned to shareholders as one-time special dividends. We enhance the dividend return of this portfolio by electively rotating a portion of our high yielding holdings either before or after the 61-day ownership period required to obtain the reduced 15% dividend tax rate.

Several of our top 10 holdings as of October 31, 2007 were companies that announced special dividend payments associated with restructurings and/or excess cash, and we believe there is additional upside value to be realized following their dividend payments.

Two of our top holdings in the restructuring strategy, Man Group and Temple-Inland, announced large returns of cash to shareholders associated with asset sales. Man Group (EMG LN) is an alternative asset manager based in the UK that paid a 10% special dividend in November 2007 following the sale of its stake in Man Financial (MF Global). We favor the asset

2

management group within the financial sector as these companies are well positioned to continue to grow their assets and fees with an aging global demographic. Also, they generally have less exposure to the sub-prime and bridge loans that are currently hurting other financial companies.

Temple-Inland (TIN) is a U.S. based conglomerate that paid a 20% special dividend in December 2007 following the proceeds of the sale of 1.5 million acres of its timberland assets for close to $2 billion. The sale was in association with its restructuring plan that will break TIN into three stand-alone publicly traded companies; Temple-Inland will consist of the corrugated packaging and building products segments, Guaranty Financial will consist of the financial services units, and Forestar will consist of the real estate group.

Many of our holdings in AOD are industrial companies that are benefiting from strong global demand for their products and have been returning excess cash to shareholders. One our top holdings is ABB Limited (ABBN VX), based in Switzerland. The company manufactures transmission and power systems. Due to strong demand in its end-markets, ABB has tripled its earnings in the past three years and has strong order back logs that are growing.  ABB has $2 per share in excess cash on its balance sheet that we expect will be paid out as a special dividend in 2008.

Another top holding,  America Movil (AMX), based in Mexico, is the largest wireless operator in Latin America.  The company is increasing its cell phone penetration rates by tapping into the strong growth of emerging market consumers throughout Latin America. Plus, AMX is increasing its data and internet opportunities in its developed markets.  Earnings are expected to grow over 20% per year over the next several years and the company has become a strong cash flow generator now that its networks are largely built.  This is illustrated by the 3% special dividend paid by AMX in November 2007 and we expect ongoing dividends to increase with cash flow.

Our “Value/Restructuring Strategy” Looks for Attractively Valued or Restructuring Dividend Payers.

Our third major strategy is what we call “value with a catalyst or restructuring strategy”, where our internal research points to under-valued or mis-priced equity opportunities for companies with attractive dividend yields.  We also look for turnaround situations or depressed earnings where we believe there is a catalyst for an earnings recovery or a restructuring or major corporate action that is expected to add value.  The key characteristic for this strategy is low valuations relative to historical averages and above average dividend yields for a combined objective of capital appreciation and high qualified dividend income.

We would categorize two of our top holdings in this strategy, Total SA and Xstrata PLC, with both of these companies benefiting from strong global demand for their commodities. Total SA (FP FP) based in France is one of the largest integrated oil companies in the world and one of the few that is seeing accelerating production growth. Since the bulk of Total’s production growth will be achieved in 2008 and 2009, we believe the stock offers an attractive valuation relative to its peers and is well positioned to benefit from strong oil prices and a rebound in refining margins. Plus Total offers a current 3.6% dividend yield that has been growing by over 15% over the past five years.

Xstrata (XTA LN), based in the UK, is a global diversified mining company and one of the worlds largest producers of copper, nickel and coal as well as other commodities like zinc, gold, lead and silver. The company is experiencing strong global demand for its commodities, particularly from emerging markets like China and India. We believed the company was undervalued and oversold relative to its earnings growth following the August market correction. We bought Xstrata in early September 2007 and the stock appreciated over 18% by October 31, 2007 and it continues to rise on takeover speculation.

Our “Growth and Income Strategy” Targets Capital Appreciation in  Addition to Yield.

Our fourth strategy identifies core growth and income stocks that may have slightly lower but still attractive current dividend yields and strong, predictable earnings streams plus a catalyst for capital appreciation and dividend increases. We would categorize four of our top ten holdings in this category; Nokia, Nintendo, LVMH,  and Nestle. Each company is a leader in its industry and experiencing strong earnings and dividend growth.

Nokia (NOK), our largest holding at fiscal year end 2007, offers very attractive growth prospects plus a 2% dividend yield. The stock has appreciated 65% since we initiated our position at the end of January 2007.  Based in Finland, the company is the most dominant producer of cell phones in the world and controls more than half of the market in emerging markets such as India and China where mobile penetration is growing rapidly. Nokia has been raising its dividend by 10% annually and we expect an additional dividend increase in 2008.

Nintendo (7974 JP), based in Japan, is a strong secular growth story that is benefiting from the success of its Wii game console in the traditional children’s home-use video game sector as well as the untapped casual adult gamer market. The Wii has experienced very strong demand that has exceeded production capabilities which has driven strong earnings growth and a stock price that has more

3

than doubled during 2007.  In addition, Nintendo pays an attractive 2.8% dividend yield that has been growing at a 38% compound rate over the past 5 years and we would expect that growth to continue.

LVMH Moet Hennesy Louis Vuitton (MC FP), based in France, provides a 1.7% divided yield and is well positioned as one of the worlds leading provider of luxury goods products. Its elite range of luxury perfume, jewelry, champagne, Haute Couture and luggage is enjoying strong demand in emerging markets and existing mature markets. Luxury products are our preferred consumer exposure as their customer base is less sensitive than lower end consumers to current macro economic challenges associated with rising gasoline prices, short term interest rates, and the slowdown in housing.

Lastly, Nestle (NESN VX), based in Switzerland, is a global package food company that is growing revenues by focusing on emerging markets and Health and Wellness products. It is are improving margins by cutting costs and growing earnings and dividends at a double digit rate and offering a current dividend yield of 1.9%.

Outlook for 2008: We Remain Optimistic That Dividend Payers Should Outperform.

As we look out to 2008, we continue to be optimistic about the prospect for the dividend paying stocks in our portfolio. While we need to be selective in our investments given recent market uncertainties, we continue to be encouraged by the total return opportunities in our dividend paying markets, particularly internationally. We believe investments outside the U.S. look very attractive based on the outlook for stronger earnings growth, higher dividend payouts, and our outlook for a long term secular decline in the U.S. dollar.  Within the domestic U.S.markets, we continue to find companies with strong and sustainable earnings growth and cash flow generation at attractive valuations, with many of our favorite U.S. names having large international exposure. Historically, dividend stocks have outperformed non-dividend payers in times of volatility, as there tends to be a flight to quality and investors look to lock in a portion of their equity returns through dividends.

The recent volatility in global equity markets has provided challenges and opportunities.  While we have recently experienced short term challenges based primarily on uncertainty in the financial markets, as fundamental investors we also see longer term opportunities. Particularly, within our value strategy, we are looking to take advantage of recent declines in the equity markets to invest in still very strong companies with attractive dividend yields at more attractive valuations. While we do expect additional headline risks in the financial sector as we head into 2008, we still believe that global economic growth will remain solid and we continue to find very attractive global growth companies that are committed to returning cash to shareholders.

Companies are still sitting on very high levels of cash, which should place a floor on equity values.  We would expect companies to look to use some of their excess cash to supplement slowing organic growth with strategic M&A in 2008. However, there should still be substantial amounts of excess cash to be returned to shareholders either in the form of share repurchases or increased dividend payouts. Companies in the S&P 500 index currently pay out approximately 37% of their earnings in the form of dividends versus a long term historical average of 54%. Given large cash positions, low payout ratios and lack of other uses of cash, we continue to believe that companies will increase their dividends in 2008 and beyond.

We continue to concentrate on global secular investment themes that we believe will outperform over the long term. For example, we remain bullish on global infrastructure and engineering companies as the rest of the world tries to catch up with the industrialized countries with regard to power plants, phones, roads, electricity, water treatment, sewage and airports.  In addition, the industrialized nations of the world have neglected their aging infrastructure and are now rebuilding and reinvesting.  Many of these projects are supported by governments that are long term in focus and less sensitive to short term economic swings. Some of our favorite stocks are the companies that will supply this growth for what we believe will be many years to come and at much higher prices than achieved in the past.

We also still like the long term secular story for the basic materials and energy sectors based on constrained supply and growing global demand. For example, we like the long term secular outlook for deepwater drillers as oil is getting harder to find and exploration is moving further out to sea. We will continue to be nimble in these volatile yet potentially highly profitable sectors and we would look for attractive entry and exit points and we are aware of the impact of shorter term seasonal trading pattern. In addition, many of these companies are producing record amounts of free cash flow and we expect continued increases in regular and special dividend payouts.

We also favor the industrial and machinery companies that are supplying global growth and are also benefiting from aerospace and defense spending. With our favorites being companies that have the majority of their revenue generated overseas and have booked strong backlogs with visibility on this revenue for several years out.  We also participate in a variation on investing in commodity companies, and that is through increasing global trade.  We look

4

to participate in the increasing need for the movement of commodities globally through producers, financers, and operators in the shipping industry.

The aging demographics of many of the industrialized countries should result in great long term growth opportunities for dividend payers in the asset management and healthcare sectors. The aging population will need to save more and also manage their assets more directly as countries and companies have cut back significantly on their pension promises. We believe this positive for the asset managers around the globe.  In addition, we like niche healthcare which is being stimulated by demographic trends and advances in biotechnology and yet there is more limited generic risk.

While we remain positive on the outlook for sustainable global economic growth in 2008, we also believe that a slowing US economy and financial market turmoil makes it prudent to also have a meaningful exposure in the telecom, utilities and consumer staples sectors. These sectors tend to be large dividend payers and more defensive in nature, with many of the consumer staple stocks have a substantial international revenue base.  Within these groups, we continue to be selective and pick our holdings on a stock by stock basis where we see the best combination of earnings growth, valuation, and divide opportunity.

At this time, we remain cautious on the financial sector, as we believe there is still more potential write-downs on mortgage-related assets and downward earnings revisions.  While risks are real, we also believe that the valuations reflect a lot of this uncertainty and that the long term prospects for many businesses remain strong. Our strategy during the financial markets turmoil has been to add to the higher quality financial stocks on dips, but overall we would not look to increase our weightings substantially until we believe that the downside risk is quantifiable and that the upside reward is meaningful.  We believe we will likely get additional clarity on the quality of balance sheets and future earnings growth potential in the first half of 2008.

Another sector that we remain cautious on at this time is consumer discretionary.  We remain disciplined and selective in our investments in this group, with our current focus on the global high-end consumer and companies that are restructuring and providing some catalysts for earnings growth. We are cautious in general on consumer spending based on the turmoil in the housing markets and high energy prices, but this is balanced by overall employment levels which have has remained strong.  And similar to the financial sector, we are consistently looking at opportunities within the global consumer sector where stocks may have been oversold and could offer long term value at current prices.

If the housing and equity market volatility do spill over to the ever-resilient U.S. consumer or it start to impact employment levels, then we believe there is a higher risk of a general economic slowdown and we need to monitor this as investors. However, we do believe in that scenario that the Fed would be able to move in and act to lower interest rates to support economic growth and the equity markets would likely reacted positively to that scenario.

In summary, in a moderate growth environment and with financial market uncertainty, we believe investors will be drawn to high quality, internationally oriented, and potentially more defensive stocks. That should bode well for dividend payers and our fundamental strategy of searching globally and in multi-caps and multi-sectors for investment opportunities.  Positive fundamentals in many of our secular growth themes will be balanced with the risks of financial market turmoil, high oil prices, a potential economic slowdown in the U.S., and continued geopolitical uncertainties.

Our approach is to remain broadly diversified within the dividend-paying universe while actively looking for undervalued opportunities. We believe we will continue to be able to distribute attractive dividend payouts to our shareholders by capitalizing on our research driven approach to identifying attractive situations as well as through our active management of the portfolio.

Thank you for your participation and we look forward to a prosperous year in 2008.

Sincerely,

Jill K. Evans & Kevin Shacknofsky

Co-Portfolio Managers

5

PERFORMANCE (1) As Of October 31, 2007

(1) Performance information calculated after consideration of dividend reinvestment. All returns for periods of less than one year are not annualized.

(2) Commenced operations on January 26, 2007

(3) IPO price of $20 used in calculating performance information

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 ·

·As a percentage of portfolio value

6

REGIONAL ALLOCATION·

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

Top Five Countries

NAV, MARKET PRICE, AND TOTAL RETURN [ Since Inception ]

7

TO THE STOCKHOLDERS AND BOARD OF TRUSTEES OF ALPINE TOTAL DYNAMIC DIVIDEND FUND:

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments of Alpine Total Dynamic Dividend Fund (the “Fund”), as of October 31, 2007 and the related statements of operations, changes in net assets and the financial highlights for the period from January 26, 2007 (inception) to October 31, 2007.  These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included con-firmation of securities owned as of October 31, 2007, by correspondence with the custodian and brokers; where replies where not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Alpine Total Dynamic Dividend as of October 31, 2007, and the results of its operations, the changes in its net assets, and the financial highlights for the period from January 26, 2007 (inception) to October 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

Milwaukee, WI

December 21, 2007

8

9

10

See Notes to Financial Statements.

11

OUTSTANDING FORWARD CURRENCY CONTRACTS

See Notes to Financial Statements.

12

See Notes to Financial Statements.

13

REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS, SWAP CONTRACTS AND FOREIGN CURRENCY

See Notes to Financial Statements.

14