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: July 31, 2014

Item 1. Schedule of Investments.

 

Alpine Total Dynamic Dividend Fund

 

Schedule of Portfolio Investments

July 31, 2014 (Unaudited)

 

Shares			Security Description		Value
Common Stocks-97.4%
Aerospace & Defense-0.8%
	156,000		Airbus Group NV		$	9,051,146
Airlines-0.8%
	149,597		Japan Airlines Co., Ltd. (a)			8,263,356
Auto Components-1.6%
	84,000		Delphi Automotive PLC			5,611,200
	2,101,000		GKN PLC			12,088,451
						17,699,651
Banks-5.0%
	440,000		Banco Bilbao Vizcaya Argentaria SA			5,408,786
	466,000		Bangkok Bank PCL			2,818,869
	215,500		Hana Financial Group, Inc.			8,678,787
	461,000		Mitsubishi UFJ Financial Group, Inc.			2,718,655
	130,000		PNC Financial Services Group, Inc. (a)			10,732,800
	167,000		Sberbank of Russia-ADR			1,382,760
	361,500		Standard Chartered PLC			7,496,700
	55,000		Sumitomo Mitsui Financial Group, Inc.			2,242,046
	244,500		Wells Fargo & Co. (a)			12,445,050
						53,924,453
Beverages-2.1%
	101,000		Anheuser-Busch InBev NV-ADR			10,905,980
	414,900		Diageo PLC			12,460,411
						23,366,391
Capital Markets-1.5%
	295,500		Daiwa Securities Group, Inc.			2,481,012
	360,000		Invesco, Ltd.			13,546,800
						16,027,812
Chemicals-2.2%
	712,000		Clariant AG (b)			13,255,219
	37,000		Linde AG			7,546,470
	55,569		Symrise AG			2,909,738
						23,711,427
Commercial Services & Supplies-1.9%
	157,500		ISS A/S (b)			5,050,155
	339,000		KAR Auction Services, Inc.			9,936,090
	325,000		RR Donnelley & Sons Co.			5,642,000
						20,628,245
Communications Equipment-2.3%
	477,000		Cisco Systems, Inc.			12,034,710
	179,000		QUALCOMM, Inc. (a)			13,192,300
						25,227,010
Construction & Engineering-1.8%
	9,042,500		China Railway Construction Corp., Ltd.-Class H			8,643,902
	164,500		Vinci SA			11,352,623
						19,996,525

Alpine Total Dynamic Dividend Fund

 

Schedule of Portfolio Investments-Continued

July 31, 2014 (Unaudited)

 

Containers & Packaging-1.1%
	2,803,000		DS Smith PLC			12,360,648
Diversified Financial Services-1.6%
	403,000		Bank of America Corp. (a)			6,145,750
	231,000		Citigroup, Inc. (a)			11,298,210
						17,443,960
Electric Utilities-1.0%
	296,000		Enersis SA-ADR			4,990,560
	126,000		Northeast Utilities			5,531,400
						10,521,960
Electronic Equipment, Instruments & Components-1.2%
	219,000		TE Connectivity, Ltd.			13,553,910
Energy Equipment & Services-2.9%
	78,000		Bristow Group, Inc.			5,566,860
	107,000		Gulfmark Offshore, Inc.-Class A			4,094,890
	161,000		Oceaneering International, Inc.			10,933,510
	248,500		Petroleum Geo-Services ASA			2,110,773
	688,000		Precision Drilling Corp.			8,572,480
						31,278,513
Food & Staples Retailing-1.3%
	207,500		Walgreen Co.			14,269,775
Food Products-2.6%
	325,000		Mondelez International, Inc.-Class A (a)			11,700,000
	219,500		Nestle SA			16,251,781
						27,951,781
Health Care Equipment & Supplies-1.5%
	184,432		Covidien PLC (a)			15,955,212
Health Care Providers & Services-4.1%
	40,000		Fresenius Medical Care AG & Co. KGaA			2,772,716
	42,500		Fresenius SE & Co. KGaA			6,355,426
	213,000		HCA Holdings, Inc. (b)			13,911,030
	81,500		McKesson Corp.			15,636,590
	68,500		UnitedHealth Group, Inc. (a)			5,551,925
						44,227,687
Hotels, Restaurants & Leisure-1.0%
	73,000		Las Vegas Sands Corp.			5,391,050
	166,000		Melco Crown Entertainment, Ltd.-ADR			5,511,200
						10,902,250
Household Durables-1.1%
	184,500		Lennar Corp.-Class A			6,684,435
	167,000		Ryland Group, Inc.			5,360,700
						12,045,135
Household Products-2.0%
	169,500		Colgate-Palmolive Co. (a)			10,746,300
	95,500		Energizer Holdings, Inc. (a)			10,959,580
						21,705,880

Alpine Total Dynamic Dividend Fund

 

Schedule of Portfolio Investments-Continued

July 31, 2014 (Unaudited)

 

Independent Power Producers & Energy Traders-0.1%
	46,256		Pattern Energy Group, Inc.			1,433,473
Industrial Conglomerates-0.7%
	66,000		Siemens AG			8,150,744
Insurance-2.3%
	49,500		Allianz SE			8,241,060
	378,500		BB Seguridade Participacoes SA			5,522,138
	67,000		Prudential Financial, Inc.			5,826,990
	18,000		Zurich Insurance Group AG (b)			5,229,174
						24,819,362
IT Services-2.3%
	164,000		Accenture PLC-Class A			13,001,920
	64,000		International Business Machines Corp. (a)			12,266,880
						25,268,800
Life Sciences Tools & Services-1.0%
	94,000		Thermo Fisher Scientific, Inc.			11,421,000
Machinery-3.4%
	13,776,000		China CNR Corp., Ltd.-Class H (b)(c)			11,553,990
	397,000		IMI PLC			9,468,801
	128,572		Snap-on, Inc. (a)			15,454,354
						36,477,145
Media-3.4%
	301,000		Comcast Corp.-Class A			16,172,730
	151,000		The Walt Disney Co. (a)			12,967,880
	396,000		WPP PLC			7,882,993
						37,023,603
Multi-Utilities-1.4%
	355,000		CMS Energy Corp. (a)			10,270,150
	63,354		National Grid PLC-SP ADR			4,548,184
						14,818,334
Multiline Retail-1.0%
	50,000		Kering			10,704,192
Office Electronics-0.9%
	729,000		Xerox Corp.			9,666,540
Oil, Gas & Consumable Fuels-7.4%
	235,500		Enbridge, Inc. (a)			11,534,790
	323,000		Energy XXI Bermuda, Ltd.			6,447,080
	54,000		HollyFrontier Corp. (a)			2,538,540
	46,000		Marathon Petroleum Corp.			3,840,080
	86,000		Murphy Oil Corp.			5,343,180
	84,000		Occidental Petroleum Corp.			8,207,640
	922,000		Scorpio Tankers, Inc.			8,657,580
	233,000		The Williams Cos., Inc.			13,194,790
	206,000		Total SA			13,285,902
	283,000		Trilogy Energy Corp.			7,202,504
						80,252,086
Paper & Forest Products-0.7%
	172,000		International Paper Co.			8,170,000

Alpine Total Dynamic Dividend Fund

 

Schedule of Portfolio Investments-Continued

July 31, 2014 (Unaudited)

 

Pharmaceuticals-5.7%
	96,000		Merck & Co., Inc.			5,447,040
	198,000		Novartis AG-ADR (a)			17,214,120
	349,000		Pfizer, Inc.			10,016,300
	55,500		Roche Holding AG			16,106,409
	252,000		Sanofi-ADR			13,172,040
						61,955,909
Real Estate Investment Trusts-5.6%
	300,000		American Homes 4 Rent-Class A			5,466,000
	124,000		American Tower Corp. (a)			11,704,360
	163,500		Corrections Corp. of America			5,267,970
	116,000		Digital Realty Trust, Inc.			7,469,240
	780		Nippon Building Fund, Inc.			4,379,095
	840,724		Scentre Group (b)			2,656,366
	220,000		Starwood Waypoint Residential Trust			5,783,800
	167,500		The Geo Group, Inc.			5,763,675
	780,000		Two Harbors Investment Corp.			7,979,400
	674,738		Westfield Corp.			4,690,214
						61,160,120
Real Estate Management & Development-3.0%
	577,000		BR Malls Participacoes SA			4,984,771
	319,000		Cheung Kong Holdings, Ltd.			6,183,368
	4,210,000		Global Logistic Properties, Ltd.			9,372,162
	357,000		Mitsui Fudosan Co., Ltd.			11,789,497
						32,329,798
Road & Rail-4.8%
	2,334,000		All America Latina Logistica SA			8,950,215
	97,500		Canadian Pacific Railway, Ltd. (a)			18,520,125
	116,500		East Japan Railway Co.			9,332,471
	93,000		Ryder System, Inc.			8,010,090
	71,160		Union Pacific Corp. (a)			6,995,739
						51,808,640
Semiconductors & Semiconductor Equipment-1.5%
	241,500		Avago Technologies, Ltd. (a)			16,755,270
Specialty Retail-1.4%
	156,000		Penske Automotive Group, Inc.			7,246,200
	538,500		Pier 1 Imports, Inc.			8,109,810
						15,356,010
Technology, Hardware, Storage & Peripherals-3.2%
	225,000		Apple, Inc. (a)			21,503,250
	438,000		EMC Corp.			12,833,400
						34,336,650
Textiles, Apparel & Luxury Goods-1.4%
	101,000		Adidas AG			7,997,633
	88,000		Carter’s, Inc.			6,737,280
						14,734,913
Tobacco-0.8%
	150,389		British American Tobacco PLC			8,810,144

Alpine Total Dynamic Dividend Fund

 

Schedule of Portfolio Investments-Continued

July 31, 2014 (Unaudited)

 

Trading Companies & Distributors-1.7%
	905,000		Ashtead Group PLC			13,575,583
	93,001		Wolseley PLC			4,841,821
						18,417,404
Water Utilities-1.0%
	231,000		American Water Works Co., Inc.			11,034,870
Wireless Telecommunication Services-1.3%
	432,500		Vodafone Group PLC-ADR			14,367,650
			Total Common Stocks (Cost $922,535,763)			1,059,385,384
Equity-Linked Structured Notes-1.4%
Industrial Conglomerates-0.5%
	163,500		Koninklijke Philips NV-Morgan Stanley BV			5,039,162
Multi-Utilities-0.9%
	560,500		Veolia Environnement SA-Morgan Stanley BV			9,927,508
			Total Equity-Linked Structured Notes (Cost $16,248,562)			14,966,670
Total Investments (Cost $938,784,325)-98.8%						1,074,352,054
Other Assets in Excess of Liabilities-1.2%						13,335,401
TOTAL NET ASSETS 100.0%					$	1,087,687,455

 

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 July 31, 2014, securities restricted under Rule 144A had a total value of $11,553,990 which comprised 1.1% of the Fund’s net assets.

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.

A/S-Aktieselskab is the Danish term for a stock-based corporation.

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

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

SP ADR-Sponsored American Depositary Receipt

Alpine Total Dynamic Dividend Fund

Notes to Schedule of Portfolio Investments

July 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 Policies:

 

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. 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 vend. 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 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 NAV 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 a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of July 31, 2014:

 

		Valuation Inputs
Investments in Securities at Value*		Level 1				Level 2				Level 3				Total Value
Common Stocks
Consumer Discretionary		$	79,792,485			$	38,673,268			$	—			$	118,465,753
Consumer Staples			58,581,635				37,522,336				—				96,103,971
Energy			96,133,924				15,396,675				—				111,530,599
Financials			122,882,494				77,039,212				—				199,921,706
Health Care			108,325,257				25,234,551				—				133,559,808
Industrials			85,062,603				87,730,602				—				172,793,205
Information Technology			124,808,180				—				—				124,808,180
Materials			8,170,000				36,072,075				—				44,242,075
Residential			5,783,800				—				—				5,783,800
Telecommunication Services			14,367,650				—				—				14,367,650
Utilities			37,808,637				—				—				37,808,637
Equity-Linked Structured Notes			—				14,966,670				—				14,966,670
Total		$	741,716,665			$	332,635,389			$	—			$	1,074,352,054

		Valuation Inputs
Other Financial Instruments		Level 1				Level 2				Level 3				Total Value
Assets
Forward Currency Contracts		$	—			$	2,284,056			$	—			$	2,284,056
Total		$	—			$	2,284,056			$	—			$	2,284,056

 

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

 

For the period ended July 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. Capital gains realized on some foreign securities are subject to foreign taxes. Dividends and interest from non-U.S. sources received by the Funds are generally subject to non-U.S. withholding taxes at rates ranging up to 30%. Such capital gains and withholding taxes, which are accrued as applicable, may be reduced or eliminated under the terms of applicable U.S. income tax treaties, and the Funds intend to undertake procedural steps to claim the benefits of such treaties. Where available, the Fund will file refund claims for foreign taxes withheld.

 

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

 

Fund		Cost of investments				Gross unrealized appreciation				Gross unrealized depreciation				Net unrealized appreciation
Total Dynamic Dividend Fund		$	938,784,325			$	177,113,404			$	(41,545,675	)		$	135,567,729

 

* 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. Risks 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 its 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 as unrealized appreciation or depreciation. When the forward contract is closed, a Fund records a realized gain or loss equal to the fluctuation in value during the period the forward contract was open. A 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 following forward currency contracts were held at July 31, 2014:

 

Description		Settlement Date		Currency				Settlement Value				Current Value				Unrealized Gain
Contracts Sold:
Swiss Franc		01/07/15			29,400,000	CHF		$	32,985,527			$	32,393,517			$	592,010
Euro		01/07/15			52,200,000	EUR			71,112,582				69,939,746				1,172,836
British Pound		01/07/15			13,000,000	GBP			22,225,320				21,913,815				311,505
Japanese Yen		01/28/15			2,800,000,000	JPY			27,468,215				27,260,510				207,705
												$	151,507,588			$	2,284,056

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.

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:		September 25, 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:		September 25, 2014
		By:		/s/ Ronald G. Palmer, Jr.
				Ronald G. Palmer, Jr.
				Chief Financial Officer (Principal Financial Officer)
		Date:		September 25, 2014