UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-21980

ALPINE TOTAL DYNAMIC DIVIDEND FUND

(Exact name of registrant as specified in charter)

2500 Westchester Avenue, Suite 215, Purchase, New York 10577

(Address of principal executive offices) (Zip code)

Alpine Woods Capital Investors, LLC

2500 Westchester Avenue, Suite 215

Purchase, New York 10577

(Name and address of agent for service)

Copies of information to:

Rose F. DiMartino, Esq.		Sarah E. Cogan, Esq.
Willkie Farr & Gallagher LLP		Simpson Thacher & Bartlett LLP
787 Seventh Avenue		425 Lexington Ave
New York, NY 10019-6099		New York, NY 10174

Registrant’s telephone number, including area code: 914-251-0880

Date of fiscal year end: October 31, 2014

Date of reporting period: January 31, 2014

Alpine Total Dynamic Dividend Fund

 

Schedule of Portfolio Investments

January 31, 2014 (Unaudited)

  

Shares			Security Description		Value
Common Stocks-97.5%
Aerospace & Defense-1.3%
	190,000		Airbus Group NV		$	13,481,466
Airlines-1.1%
	235,097		Japan Airlines Co., Ltd. (a)			11,873,353
Auto Components-1.3%
	59,037		Bridgestone Corp.			2,157,621
	59,500		Delphi Automotive PLC			3,622,955
	1,124,000		GKN PLC			7,285,647
						13,066,223
Automobiles-0.7%
	210,000		General Motors Co. (b)			7,576,800
Beverages-1.9%
	81,000		Anheuser-Busch InBev NV-ADR			7,767,090
	414,900		Diageo PLC			12,280,374
						20,047,464
Capital Markets-1.7%
	601,000		Daiwa Securities Group, Inc.			5,705,882
	360,000		Invesco, Ltd.			11,970,000
						17,675,882
Chemicals-2.3%
	712,000		Clariant AG (b)			13,452,336
	42,500		Koninklijke DSM NV			2,816,118
	42,000		Linde AG			7,958,676
						24,227,130
Commercial Banks-5.9%
	751,000		Bangkok Bank PCL			3,901,742
	215,500		Hana Financial Group, Inc.			8,234,643
	782,500		Mitsubishi UFJ Financial Group, Inc.			4,771,435
	136,000		PNC Financial Services Group, Inc. (a)			10,863,680
	5,845,015		PT Bank Rakyat Indonesia Persero Tbk			3,985,237
	757,000		Sberbank of Russia-ADR			8,190,740
	387,000		Standard Chartered PLC			7,888,741
	55,000		Sumitomo Mitsui Financial Group, Inc.			2,596,848
	244,500		Wells Fargo & Co. (a)			11,085,630
						61,518,696
Commercial Services & Supplies-2.1%
	192,000		KAR Auction Services, Inc.			5,341,440
	885,921		RR Donnelley & Sons Co.			16,362,961
						21,704,401
Communications Equipment-2.6%
	477,000		Cisco Systems, Inc.			10,451,070
	222,000		QUALCOMM, Inc. (a)			16,476,840
						26,927,910
Computers & Peripherals-2.7%
	34,300		Apple, Inc. (a)			17,170,580
	438,000		EMC Corp.			10,617,120
						27,787,700

Construction & Engineering-1.0%
	164,500		Vinci SA			10,774,683
Containers & Packaging-1.5%
	1,721,000		DS Smith PLC			9,293,756
	172,500		MeadWestvaco Corp.			6,222,075
						15,515,831
Diversified Consumer Services-0.8%
	862,000		Anhanguera Educacional Participacoes SA			4,536,372
	84,500		Sotheby’s			4,049,240
						8,585,612
Diversified Financial Services-1.6%
	403,000		Bank of America Corp. (a)			6,750,250
	200,000		Citigroup, Inc. (a)			9,486,000
						16,236,250
Electric Utilities-0.9%
	296,000		Enersis SA-ADR			3,927,920
	126,000		Northeast Utilities			5,518,800
						9,446,720
Electronic Equipment, Instruments & Components-1.1%
	196,000		TE Connectivity, Ltd.			11,075,960
Energy Equipment & Services-2.4%
	72,000		Bristow Group, Inc.			5,168,880
	31,000		Ensco PLC-Class A			1,561,470
	107,000		Gulfmark Offshore, Inc.-Class A			4,553,920
	100,000		National Oilwell Varco, Inc.			7,501,000
	580,000		Petroleum Geo-Services ASA			5,991,764
						24,777,034
Food & Staples Retailing-2.2%
	76,800		Costco Wholesale Corp.			8,629,248
	246,500		Walgreen Co.			14,136,775
						22,766,023
Food Products-2.6%
	325,000		Mondelez International, Inc.-Class A (a)			10,643,750
	219,500		Nestle SA			15,930,183
						26,573,933
Health Care Equipment & Supplies-1.5%
	223,000		Covidien PLC (a)			15,217,520
Health Care Providers & Services-4.0%
	122,000		Fresenius Medical Care AG & Co. KGaA			8,589,058
	302,000		HCA Holdings, Inc. (b)			15,181,540
	73,500		McKesson Corp.			12,819,135
	68,500		UnitedHealth Group, Inc. (a)			4,951,180
						41,540,913
Hotels, Restaurants & Leisure-0.7%
	93,256		Las Vegas Sands Corp.			7,135,949

Household Durables-1.7%
	151,356		Electrolux AB-Series B			3,215,917
	184,500		Lennar Corp.-Class A			7,409,520
	167,000		Ryland Group, Inc.			7,454,880
						18,080,317
Household Products-2.0%
	169,500		Colgate-Palmolive Co. (a)			10,378,485
	109,500		Energizer Holdings, Inc. (a)			10,347,750
						20,726,235
Industrial Conglomerates-0.1%
	29,000		Koninklijke Philips NV (b)			1,010,661
Insurance-2.5%
	918,500		BB Seguridade Participacoes SA			8,639,780
	240,000		Validus Holdings, Ltd. (a)			8,620,800
	28,500		Zurich Insurance Group AG (b)			8,276,678
						25,537,258
IT Services-2.3%
	164,000		Accenture PLC-Class A			13,100,320
	64,000		International Business Machines Corp. (a)			11,307,520
						24,407,840
Life Sciences Tools & Services-0.8%
	75,500		Thermo Fisher Scientific, Inc.			8,693,070
Machinery-2.5%
	108,444		GEA Group AG			5,087,597
	340,000		IMI PLC			8,367,116
	128,572		Snap-on, Inc. (a)			12,876,486
						26,331,199
Media-3.0%
	258,700		British Sky Broadcasting Group PLC			3,725,423
	301,000		Comcast Corp.-Class A			16,389,450
	151,000		The Walt Disney Co. (a)			10,964,110
						31,078,983
Multi-Utilities-1.1%
	396,000		CMS Energy Corp. (a)			11,004,840
Multiline Retail-1.0%
	50,000		Kering			9,983,748
Office Electronics-0.5%
	531,000		Xerox Corp.			5,761,350
Oil, Gas & Consumable Fuels-6.4%
	235,500		Enbridge, Inc. (a)			9,888,645
	212,000		Energy XXI Bermuda, Ltd.			4,865,400
	110,000		HollyFrontier Corp. (a)			5,093,000
	49,500		Marathon Petroleum Corp.			4,308,975
	86,000		Murphy Oil Corp.			4,868,460
	84,000		Occidental Petroleum Corp.			7,355,880
	922,000		Scorpio Tankers, Inc.			9,220,000
	294,500		The Williams Cos., Inc.			11,924,305
	158,000		Total SA			9,022,422
						66,547,087

Paper & Forest Products-0.3%
	67,000		International Paper Co.			3,198,580
Pharmaceuticals-5.5%
	217,000		Novartis AG-ADR (a)			17,158,190
	349,000		Pfizer, Inc.			10,609,600
	62,000		Roche Holding AG			17,048,034
	252,500		Sanofi- ADR			12,347,250
						57,163,074
Real Estate Investment Trusts-7.2%
	333,000		American Homes 4 Rent-Class A (c)			5,554,440
	160,300		American Homes 4 Rent-Class A			2,673,804
	124,000		American Tower Corp. (a)			10,029,120
	305,500		Corrections Corp. of America			10,255,635
	116,000		Digital Realty Trust, Inc.			5,914,840
	225,500		Gaming and Leisure Properties, Inc.			7,824,850
	780		Nippon Building Fund, Inc.			4,450,817
	656		Nippon Prologis REIT, Inc.			6,645,395
	2,875,000		TF Administradora Industrial S de RL de CV			5,318,342
	1,031,000		Two Harbors Investment Corp.			10,134,730
	24,257		Western Asset Mortgage Capital Corp.			362,642
	674,738		Westfield Group			6,023,070
						75,187,685
Real Estate Management & Development-3.3%
	577,000		BR Malls Participacoes SA			3,634,269
	597,361		Cheung Kong Holdings, Ltd.			8,863,699
	4,210,000		Global Logistic Properties, Ltd.			9,265,792
	237,000		Mitsui Fudosan Co., Ltd.			7,629,373
	780,199		Wharf Holdings, Ltd.			5,326,071
						34,719,204
Road & Rail-3.5%
	2,334,000		All America Latina Logistica SA			6,392,931
	97,500		Canadian Pacific Railway, Ltd. (a)			14,769,300
	116,500		East Japan Railway Co.			8,702,437
	35,580		Union Pacific Corp. (a)			6,199,459
						36,064,127
Semiconductors & Semiconductor Equipment-1.6%
	303,000		Avago Technologies, Ltd. (a)			16,555,920
Specialty Retail-2.0%
	551,000		American Eagle Outfitters, Inc.			7,455,030
	141,126		Penske Automotive Group, Inc.			6,055,717
	382,500		Pier 1 Imports, Inc.			7,309,575
						20,820,322
Tobacco-0.9%
	187,800		British American Tobacco PLC			9,002,397
Trading Companies & Distributors-1.3%
	646,000		Ashtead Group PLC			8,384,163
	93,001		Wolseley PLC			5,017,660
						13,401,823
Water Utilities-1.6%
	288,000		American Water Works Co., Inc.			12,260,160
	500,000		Cia de Saneamento Basico do Estado de Sao Paulo-ADR			4,565,000
						16,825,160

Wireless Telecommunication Services-2.5%
	689,000		Vodafone Group PLC-ADR			25,534,340
			Total Common Stocks (Cost $909,678,626)			1,013,168,673
Equity-Linked Structured Notes-1.4%
Industrial Conglomerates-0.6%
	163,500		Koninklijke Philips NV-Morgan Stanley BV			5,698,040
Multi-Utilities-0.8%
	560,500		Veolia Environnement SA-Morgan Stanley BV			8,814,331
			Total Equity-Linked Structured Notes (Cost $12,261,636)			14,512,371
Principal Amount
Short-Term Investments-1.1%
$	11,457,000		State Street Eurodollar Time Deposit, 0.01%			11,457,000
			Total Short-Term Investments (Cost $11,457,000)			11,457,000
Total Investments (Cost $933,397,262)-100.0%						1,039,138,044
Other Assets in Excess of Liabilities-0.0%						306,367
TOTAL NET ASSETS 100.0%					$	1,039,444,411

 

Percentages are stated as a percent of net assets. 

(a) All or a portion of the security has been designated as collateral for the line of credit.

(b) Non-income producing security. 

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of January 31, 2014, securities restricted under Rule 144A had a total value of $5,554,440 which comprised 0.5% of the Fund’s net assets.

AB-Aktiebolag is the Swedish equivalent of a 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. 

BV-Besloten Vennootschap is the Dutch equivalent of a private limited liability company. 

NV-Naamloze Vennootschap is the Dutch term for a public limited liability corporation.

PCL-Public Company Limited 

PLC-Public Limited Company 

REIT-Real Estate Investment Trust 

S de RL de CV-Socieded de Responsabilidad Limitada de Capital Variable is the Spanish equivalent to Limited Liability Company. 

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

Alpine Total Dynamic Dividend Fund 

Notes to Schedule of Portfolio of Investments 

January 31, 2014 (Unaudited) 

 

1.	Organization:

 

Alpine Total Dynamic Dividend Fund (the “Fund”) is a diversified, closed-end management investment company. The Fund was organized as a Delaware Statutory Trust on October 27, 2006, and had no operating history prior to January 26, 2007. The Board of Trustees (the “Board”) authorized an unlimited number of shares with no par value. The Fund has an investment objective to seek high current dividend income. The Fund also focuses on long-term growth of capital as a secondary investment objective.

 

2.	Significant Accounting Polices:

 

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect amounts reported herein. Actual results could differ from those estimates. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.

 

A. Valuation of Securities: The net asset value (“NAV”) of shares of the Fund is calculated by dividing the value of the Fund’s net assets by the number of outstanding shares. NAV is determined each day the New York Stock Exchange (“NYSE”) is open as of the close of regular trading (normally, 4:00 p.m., Eastern time). In computing NAV, portfolio securities of the Fund are valued at their current market values determined on the basis of market quotations or if market quotations are not available or determined to be unreliable, through procedures and/or guidelines established by the Board of Trustees (“Board”). In computing the Fund’s NAV, equity securities that are traded on a securities exchange in the United States, except for option securities, are valued at the last reported sale price as of the time of valuation, or lacking any current reported sale at the time of valuation, at the mean between the most recent bid and asked quotations, or if market quotations are not available or determined to be unreliable, through procedures and/or guidelines established by the Board. Each option security traded on a securities exchange in the United States is valued at the last current reported sale price as of the time of valuation, or lacking any current reported sale at the time of valuation, the option is valued at the mid-point of the consolidated bid/ask quote for the option security. Forward currency contracts are valued based on third-party vendor quotations, or if market quotations are not available or determined to be unreliable, through procedures and/or guidelines established by the Board. Each security traded in the over-the-counter market and quoted on the NASDAQ National Market System, is valued at the NASDAQ Official Closing Price (“NOCP”), as determined by NASDAQ, or lacking an NOCP, the last current reported sale price as of the time of valuation by NASDAQ, or lacking any current reported sale on NASDAQ at the time of valuation, at the mean between the most recent bid and asked quotations. Each over-the-counter option that is not traded through the Options Clearing Corporation is valued by the counterparty, or if the counterparty’s price is not readily available, then by using the Black-Scholes method. Debt securities are valued based on an evaluated mean price as furnished by pricing services approved by the Board, which may be based on market transactions for comparable securities and various relationships between securities that are generally recognized by institutional traders, a computerized matrix system, or appraisals derived from information concerning the securities or similar securities received from recognized dealers in those securities. Each other security traded over-the-counter is valued at the mean between the most recent bid and asked quotations. Short-term securities with maturities of 60 days or less are valued at amortized cost, which approximates fair value.

 

Equity securities that are principally traded in a foreign market are valued at the last current sale price at the time of valuation or lacking any current or reported sale, at the time of valuation, at the mean between the most recent bid and asked quotations as of the close of the appropriate exchange or other designated time. Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed at various times before the close of business on each day on which the NYSE is open. Trading of these securities may not take place on every NYSE business day. In addition, trading may take place in various foreign markets on Saturdays or on other days when the NYSE is not open and on which the Fund’s NAV is not calculated. As stated above, if the market prices are not readily available or not reflective of the fair value of the security, as of the close of the regular trading on the NYSE, the security will be priced at fair value following procedures approved by the Board.

 

When market quotations are not readily available or when the valuation methods mentioned above are not reflective of a fair value of the security, the security is valued at fair value following procedures and/or guidelines approved by the Board. The Fund’s may also use fair value pricing, if the value of a security it holds is, pursuant to the Board guidelines, materially affected by events occurring before the Fund’s pricing time but after the close of the primary market or market transactions for comparable securities and various relationships between securities that are generally recognized by institutional traders, a computerized matrix system, or appraisals derived from information concerning the securities or similar securities received from recognized 

dealers in those securities. The Board has approved the use of a third-party pricing vendor’s proprietary fair value pricing model to assist in determining current valuation for foreign securities traded in markets that close prior to the NYSE. When fair value pricing is employed, the value of the portfolio security used to calculate the Fund’s NAVs may differ from quoted or official closing prices.

 

Fair Value Measurement: In accordance with GAAP, the Fund uses a three-tier hierarchy to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entities’ own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

 

Level 1	-	Quoted prices in active markets for identical investments.
Level 2	-	Other significant observable inputs (including quoted prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, etc.).
Level 3	-	Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

Various inputs are used in determining the value of the Fund’s investments as of the reporting period end. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under GAAP.

 

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

 

The following is summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of January 31, 2014:

 

		Valuation Inputs
Investments in Securities at Value *		Level 1				Level 2				Level 3				Total Value
Common Stocks
Consumer Discretionary		$	116,327,954			$	—			$	—			$	116,327,954
Consumer Staples			99,116,052				—				—				99,116,052
Energy			91,324,121				—				—				91,324,121
Financials			226,973,233				3,901,742				—				230,874,975
Health Care			122,614,577				—				—				122,614,577
Industrials			134,641,713				—				—				134,641,713
Information Technology			112,516,680				—				—				112,516,680
Materials			42,941,541				—				—				42,941,541
Telecommunication Services			25,534,340				—				—				25,534,340
Utilities			37,276,720				—				—				37,276,720

Equity-Linked Structured Notes			—				14,512,371				—				14,512,371
Short-Term Investment			—				11,457,000				—				11,457,000
Total		$	1,009,266,931			$	29,871,113			$	—			$	1,039,138,044

		Valuation Inputs
Other Financial Instruments		Level 1				Level 2				Level 3				Total Value
Assets
Forward Currency Contracts		$	—			$	1,379,550			$	—			$	1,379,550
Liabilities
Forward Currency Contracts			—				(399,611	)			—				(399,611	)
Total		$	—			$	979,939			$	—			$	979,939

 

* For detailed industry descriptions, see accompanying Schedule of Portfolio Investments.

 

For the period ended January 31, 2014, there were no transfers between Level 1, Level 2 and Level 3.

 

B. Federal and Other Income Taxes: It is the Fund’s policy to comply with the Federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies and to distribute timely, all of its investment company taxable income and net realized capital gains to shareholders in accordance with the timing requirements imposed by the Code. Therefore, no Federal income tax provision is required. Under applicable foreign tax laws, a withholding tax may be imposed on interest, dividends, and capital gains earned on foreign investments. Where available, the Fund will file refund claims for foreign taxes withheld.

 

As of January 31, 2014, net unrealized appreciation/depreciation of investments, excluding foreign currency, based on Federal tax costs was as follows:*

 

Gross appreciation on investments (excess of value over tax cost)		$	150,800,706
Gross depreciation on investments (excess of tax cost over value)			(45,059,924	)
Net unrealized appreciation			105,740,782
Cost of investments for income tax purposes		$	933,397,262

 

*Because tax adjustments are calculated annually, the above tables reflect the tax adjustments outstanding at the Fund’s previous fiscal year end. For the previous fiscal year’s Federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent semi-annual or annual report.

 

C. Distributions to Shareholders: The Fund intends to make a level distribution each month to its shareholders of the net investment income of the Fund after payment of Fund operating expenses. The level distribution rate may be modified or eliminated by the Board from time to time. If a monthly distribution exceeds the Fund’s monthly estimated investment company taxable income (which may include net short-term capital gain) and net tax-exempt income, the excess could result in a tax-free return of capital distribution from the Fund’s assets. The determination of a tax-free return of capital is made on an annual basis as further described below. The Fund’s final distribution for each calendar year will include any remaining investment company taxable income and net tax-exempt income undistributed during the year, as well as all net capital gains, if any, realized during the year. If the total distributions made in any fiscal year exceed annual investment company taxable income, net tax-exempt income and net capital gain, such excess distributed amount would be treated as ordinary dividend income to the extent of the Fund’s current and accumulated earnings and profits. Distributions in excess of the accumulated investment company taxable income, net tax-exempt income and net capital gain would first be a tax-free return of capital to the extent of the adjusted tax basis in the shares. After such adjusted tax basis is reduced to zero, the distribution would constitute capital gain (assuming the shares are held as capital assets). Distributions to shareholders are recorded by the Fund on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP. 

D. Foreign Currency Translation Transactions: The Fund may invest a portion of its assets in foreign securities. In the event that the Fund executes a foreign security transaction, the Fund will generally enter into a forward foreign currency contract to settle the foreign security transaction. The books and records of the Fund are maintained in U.S. dollars. Non-U.S. dollar-denominated amounts are translated into U.S. dollars as follows, with the resultant translations gains and losses recorded in the Statement of Operations:

 

i) market value of investment securities and other assets and liabilities at the exchange rate on the valuation date.

 

ii) purchases and sales of investment securities, income and expenses at the exchange rate prevailing on the respective date of such transactions.

 

E. Risk Associated with Foreign Securities and Currencies: Investments in securities of foreign issuers carry certain risks not ordinarily associated with investments in securities of domestic issuers. Such risks include future political and economic developments and the possible imposition of exchange controls or other foreign governmental laws and restrictions. In addition, with respect to certain countries, there is a possibility of expropriation of assets, confiscatory taxation, political or social instability or diplomatic developments, which could adversely affect investments in those countries.

 

Certain countries may also impose substantial restrictions on investments in their capital markets by foreign entities, including restrictions on investments in issuers or industries deemed sensitive to relevant national interests. These factors may limit the investment opportunities available to the Fund or result in a lack of liquidity and high price volatility with respect to securities of issuers from developing countries.

 

F. Equity-Linked Structured Notes: The Fund may invest in equity-linked structured notes. Equity-linked structured notes are securities which are specially designed to combine the characteristics of one or more underlying securities and their equity derivatives in a single note form. The return and/or yield or income component may be based on the performance of the underlying equity securities, and equity index, and/or option positions. Equity-linked structured notes are typically offered in limited transactions by financial institutions in either registered or non-registered form. An investment in equity-linked structured notes creates exposure to the credit risk of the issuing financial institution, as well as to the market risk of the underlying securities. There is no guaranteed return of principal with these securities and the appreciation potential of these securities may be limited by a maximum payment or call right. In certain cases, equity-linked structured notes may be more volatile and less liquid. Such securities may exhibit price behavior that does not correlate with other fixed-income securities.

 

G. Forward Currency Contracts: The Fund is subject to foreign currency exchange rate risk in the normal course of pursuing their investment objective. The Fund may use forward currency contracts to gain exposure to or economically hedge against changes in the value of foreign currencies. A forward currency contract (“forward”) is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of the forward contract fluctuates with changes in forward currency exchange rates. The forward contract is marked-to-market daily and the change in market value is recorded by the Fund as unrealized appreciation or depreciation. When the forward contract is closed, the Fund records a realized gain or loss equal to the fluctuation in value during the period the forward contract was open. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a forward or if the value of the currency changes unfavorably.

 

The Fund held the following forward currency contracts as of January 31, 2014.

 

Description		Settlement  Date		Currency				Settlement  Value				Current  Value				Unrealized  Gain/(Loss)
Contracts Sold:
Swiss Franc		03/19/14			37,400,000	CHF		$	42,169,830			$	41,265,367			$	904,463
Euro		07/09/14			47,800,000	EUR			64,954,464				64,479,377				475,087
British Pound		03/19/14			14,200,000	GBP			23,139,610				23,335,853				(196,243	)
Japanese Yen		07/30/14			3,100,000,000	JPY			30,171,050				30,374,418				(203,368	)
												$	159,455,015			$	979,939

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		ALPINE TOTAL DYNAMIC DIVIDEND FUND
		By:		/s/ Samuel A. Lieber
				Samuel A. Lieber
				President (Principal Executive Officer)
		Date:		March 28, 2014

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

		By:		/s/ Samuel A. Lieber
				Samuel A. Lieber
				President (Principal Executive Officer)
		Date:		March 28, 2014
		By:		/s/ Ronald G. Palmer, Jr.
				Ronald G. Palmer, Jr.
				Chief Financial Officer (Principal Financial Officer)
		Date:		March 28, 2014

Item 2 - Controls and Procedures.

 

(a)

The Registrant’s principal executive officer and principal financial officer have evaluated the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of this filing and have concluded that the Registrant’s disclosure controls and procedures were effective, as of that date.

 

(b)

There was no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 3 – Exhibits.

Separate certifications for the Registrant’s principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as Ex99.CERT.