ALPINE SERIES TRUST

SECOND AMENDMENT TO THE

DISTRIBUTION AGREEMENT

THIS SECOND AMENDMENT dated as of this 1^st day of June, 2006, to the Distribution Agreement, dated as of June 18, 2001, as amended as of November 18, 2005, (the “Agreement”), is entered by and between Alpine Series Trust, a Delaware business trust (the “Trust”), Alpine Woods Capital Investors, LLC (the “Adviser”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”).

RECITALS

WHEREAS, the parties have entered into a Distribution Agreement; and

WHEREAS, the Trust intends to create an additional fund; and

WHEREAS, Section 10, paragraph B of the Agreement allows for its amendment by a written instrument executed by all parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

ALPINE SERIES TRUST	QUASAR DISTRIBUTORS, LLC
By: /s/ Sheldon R. Flamm	By: /s/ James R. Schoenike
Name: Sheldon R. Flamm	Name: James R. Schoenike
Title: Treasurer	Title: President
ALPINE WOODS CAPITAL INVESTORS, LLC
By: /s/ Samuel A. Lieber
Name: Samuel A. Lieber
Title: President

1

Exhibit A

to the

Alpine Series Trust Distribution Agreement

Fund Names

Separate Series of Alpine Series Trust

Name of Series		Date Added
Alpine Dynamic Balance Fund		06/06/01
Alpine Dynamic Dividend Fund		08/28/03
Alpine Dynamic Financial Services Fund		11/01/05
Alpine Dynamic Innovators Fund	On or about 06/20/06

2