N-Q 1 c64928_nq.htm

 

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

 

 



 

 

914-251-0880


Registrant’s telephone number, including area code:

Date of fiscal year end: October 31

Date of reporting period: November 1, 2010 – January 31, 2011



Item 1 - Schedule of Investments.



 

Alpine Total Dynamic Dividend Fund



Schedule of Portfolio Investments
January 31, 2011 (Unaudited)

 

 

 

 

 

 

 

 

Description

 

Shares

 

Value
(Note 2)

 







COMMON STOCKS (97.8%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Australia (3.3%)

 

 

 

 

 

 

 

BHP Billiton, Ltd.-ADR

 

 

153,700

 

$

13,683,911

 

CSR, Ltd.

 

 

3,181,239

 

 

5,088,273

 

Macquarie Group, Ltd.

 

 

3,300

 

 

133,583

 

QR National, Ltd. *

 

 

4,994,712

 

 

13,936,944

 

WorleyParsons, Ltd.

 

 

487,800

 

 

13,441,137

 

 

 

 

 

 



 

 

 

 

 

 

 

46,283,848

 

Brazil (7.7%)

 

 

 

 

 

 

 

Banco do Brasil SA

 

 

723,354

 

 

12,914,014

 

Cia Brasileira de Distribuicao Grupo Pao de Acucar SA-Preference-A Shares

 

 

343,600

 

 

12,940,525

 

Cia de Bebidas das Americas-Preference-ADR

 

 

572,500

 

 

15,285,750

 

Cia Hering SA

 

 

393,900

 

 

6,049,275

 

Hypermarcas SA *

 

 

1,000,000

 

 

11,901,977

 

MRV Engenharia e Participacoes SA

 

 

1,511,000

 

 

12,780,887

 

Multiplus SA

 

 

1,191,793

 

 

22,292,274

 

PDG Realty SA Empreendimentos e Participacoes

 

 

2,340,852

 

 

12,947,392

 

 

 

 

 

 



 

 

 

 

 

 

 

107,112,094

 

Canada (2.4%)

 

 

 

 

 

 

 

Dundee Capital Markets, Inc.

 

 

1,484,916

 

 

1,616,376

 

DundeeWealth, Inc.

 

 

26,881

 

 

516,225

 

Potash Corp. of Saskatchewan, Inc.

 

 

92,800

 

 

16,497,984

 

Teck Resources, Ltd.-Class B

 

 

233,251

 

 

14,135,011

 

 

 

 

 

 



 

 

 

 

 

 

 

32,765,596

 

Denmark (1.0%)

 

 

 

 

 

 

 

FLSmidth & Co. A/S

 

 

160,100

 

 

13,756,044

 

 

 

 

 

 

 

 

 

Finland (1.6%)

 

 

 

 

 

 

 

Fortum OYJ

 

 

724,200

 

 

22,309,620

 

 

 

 

 

 

 

 

 

France (1.8%)

 

 

 

 

 

 

 

Lagardere SCA

 

 

220,100

 

 

9,795,381

 

Technip SA

 

 

161,390

 

 

15,682,040

 

 

 

 

 

 



 

 

 

 

 

 

 

25,477,421

 

Germany (3.0%)

 

 

 

 

 

 

 

E.ON AG

 

 

428,700

 

 

14,292,348

 

Fresenius Medical Care AG & Co.

 

 

219,162

 

 

12,823,308

 

RWE AG

 

 

196,000

 

 

14,118,076

 

 

 

 

 

 



 

 

 

 

 

 

 

41,233,732

 

India (0.6%)

 

 

 

 

 

 

 

Mahindra & Mahindra, Ltd.

 

 

564,400

 

 

8,789,937

 

 

 

 

 

 

 

 

 

Israel (1.9%)

 

 

 

 

 

 

 

Bezeq The Israeli Telecommunication Corp., Ltd.

 

 

5,338,200

 

 

14,260,142

 

Israel Chemicals, Ltd.

 

 

791,100

 

 

12,415,349

 

 

 

 

 

 



 

 

 

 

 

 

 

26,675,491

 

Japan (1.0%)

 

 

 

 

 

 

 

Marubeni Corp.

 

 

1,860,800

 

 

13,987,739

 

 

 

 

 

 

 

 

 

Norway (7.7%)

 

 

 

 

 

 

 

Gjensidige Forsikring ASA *

 

 

813,900

 

 

8,321,639

 

Marine Harvest ASA

 

 

22,214,300

 

 

25,001,376

 

Norsk Hydro ASA

 

 

1,059,300

 

 

7,949,244

 

Orkla ASA

 

 

1,416,100

 

 

12,750,147

 

SeaDrill, Ltd.

 

 

1,199,700

 

 

39,467,916

 

Statoil Fuel & Retail ASA *

 

 

1,466,053

 

 

13,339,524

 

 

 

 

 

 



 

 

 

 

 

 

 

106,829,846

 

Russia (1.0%)

 

 

 

 

 

 

 

Mechel-ADR

 

 

439,176

 

 

13,847,219

 

1



 

 

 

 

 

 

 

 

Singapore (0.6%)

 

 

 

 

 

 

 

Global Logistic Properties, Ltd. *

 

 

5,041,577

 

 

8,197,045

 

 

 

 

 

 

 

 

 

South Korea (2.0%)

 

 

 

 

 

 

 

Hyundai Motor Co.

 

 

176,000

 

 

28,095,960

 

 

 

 

 

 

 

 

 

Sweden (7.0%)

 

 

 

 

 

 

 

Atlas Copco AB-A Shares

 

 

1,360,000

 

 

32,641,771

 

Frontline, Ltd.

 

 

95,522

 

 

2,471,517

 

SKF AB-B Shares

 

 

618,400

 

 

17,651,724

 

Tele2 AB-B Shares

 

 

1,301,100

 

 

28,746,792

 

Volvo AB-B Shares *

 

 

876,077

 

 

15,172,575

 

 

 

 

 

 



 

 

 

 

 

 

 

96,684,379

 

Switzerland (5.7%)

 

 

 

 

 

 

 

Nestle SA

 

 

701,200

 

 

37,919,767

 

Novartis AG-ADR

 

 

246,700

 

 

13,780,662

 

Syngenta AG

 

 

85,883

 

 

27,666,335

 

 

 

 

 

 



 

 

 

 

 

 

 

79,366,764

 

United Kingdom (7.2%)

 

 

 

 

 

 

 

AstraZeneca PLC-ADR

 

 

282,800

 

 

13,828,920

 

Cairn Energy PLC *

 

 

2,967,647

 

 

19,694,690

 

International Power PLC

 

 

6,120,500

 

 

41,451,843

 

Man Group PLC

 

 

1,497,400

 

 

7,056,713

 

Reckitt Benckiser Group PLC

 

 

326,800

 

 

17,772,307

 

 

 

 

 

 



 

 

 

 

 

 

 

99,804,473

 

United States (42.3%)

 

 

 

 

 

 

 

Abbott Laboratories

 

 

502,988

 

 

22,714,938

 

AK Steel Holding Corp.

 

 

124,819

 

 

1,984,622

 

Alpha Natural Resources, Inc. *

 

 

123,288

 

 

6,624,264

 

Apache Corp.

 

 

143,281

 

 

17,102,020

 

Avon Products, Inc.

 

 

366,526

 

 

10,376,351

 

Baker Hughes, Inc.

 

 

245,316

 

 

16,806,599

 

BlackRock, Inc.

 

 

142,024

 

 

28,123,593

 

Colgate-Palmolive Co.

 

 

120,911

 

 

9,282,338

 

Freeport-McMoRan Copper & Gold, Inc.

 

 

127,212

 

 

13,834,305

 

Halliburton Co.

 

 

355,300

 

 

15,988,500

 

Hess Corp.

 

 

162,900

 

 

13,703,148

 

Hewlett-Packard Co.

 

 

474,122

 

 

21,662,634

 

Intel Corp.

 

 

580,729

 

 

12,462,444

 

International Business Machines Corp.

 

 

187,301

 

 

30,342,762

 

ITC Holdings Corp.

 

 

322,200

 

 

21,168,540

 

Johnson Controls, Inc.

 

 

173,423

 

 

6,657,709

 

JPMorgan Chase & Co.

 

 

585,971

 

 

26,333,537

 

Lazard, Ltd.-Class A

 

 

499,677

 

 

20,846,525

 

McDonald’s Corp.

 

 

211,900

 

 

15,610,673

 

Microchip Technology, Inc.

 

 

401,030

 

 

14,625,564

 

Microsoft Corp.

 

 

481,259

 

 

13,342,906

 

Morgan Stanley

 

 

597,730

 

 

17,573,262

 

NIKE, Inc.-Class B

 

 

83,364

 

 

6,875,863

 

Norfolk Southern Corp.

 

 

214,610

 

 

13,131,986

 

Occidental Petroleum Corp.

 

 

207,405

 

 

20,051,915

 

PennantPark Investment Corp.

 

 

990,500

 

 

11,985,050

 

PepsiCo, Inc.

 

 

106,591

 

 

6,854,867

 

Regal Entertainment Group-Class A

 

 

1,176,537

 

 

14,306,690

 

Ryder System, Inc.

 

 

135,220

 

 

6,501,378

 

Schlumberger, Ltd.

 

 

161,976

 

 

14,414,244

 

Snap-On, Inc.

 

 

242,992

 

 

13,760,637

 

The Boeing Co.

 

 

166,079

 

 

11,539,169

 

The Goldman Sachs Group, Inc.

 

 

39,726

 

 

6,499,968

 

The Kroger Co.

 

 

684,398

 

 

14,646,117

 

Tupperware Brands Corp.

 

 

441,327

 

 

20,190,710

 

United Parcel Service, Inc.-Class B

 

 

156,620

 

 

11,217,124

 

United Technologies Corp.

 

 

269,856

 

 

21,939,293

 

Visa, Inc.-Class A

 

 

99,238

 

 

6,931,774

 

Walter Energy, Inc.

 

 

114,945

 

 

14,973,885

 

Werner Enterprises, Inc.

 

 

604,967

 

 

14,912,437

 

 

 

 

 

 



 

 

 

 

 

 

 

587,900,341

 

 

 

 

 

 



 

TOTAL COMMON STOCKS
(Identified Cost $1,121,419,337)

 

 

 

 

 

1,359,117,549

 

2



 

 

 

 

 

 

 

 

EQUITY-LINKED STRUCTURED NOTES (2.2%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

India (0.2%)

 

 

 

 

 

 

 

Power Grid Corp. of India, Ltd.-Macquarie Bank, Ltd. *(1)

 

 

1,375,248

 

 

2,892,185

 

 

 

 

 

 

 

 

 

United Kingdom (2.0%)

 

 

 

 

 

 

 

AstraZeneca PLC-Macquarie Bank, Ltd. *(1)

 

 

574,335

 

 

27,880,563

 

 

 

 

 

 



 

TOTAL EQUITY-LINKED STRUCTURED NOTES
(Identified Cost $31,932,552)

 

 

 

 

 

30,772,748

 

 

 

 

 

 

 

 

 

INVESTMENT COMPANIES (1.2%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States (1.2%)

 

 

 

 

 

 

 

Financial Select Sector SPDR Fund

 

 

1,051,099

 

 

17,238,024

 

 

 

 

 

 



 

TOTAL INVESTMENT COMPANIES
(Identified Cost $17,103,968)

 

 

 

 

 

17,238,024

 

 

 

 

 

 

 

 

 

TOTAL INVESTMENTS (Identified Cost $1,170,455,857) (101.2%)

 

 

 

 

 

1,407,128,321

 

 

 

 

 

 

 

 

 

LIABILITIES IN EXCESS OF OTHER ASSETS ((1.2)%)

 

 

 

 

 

(17,146,289

)

 

 

 

 

 



 

NET ASSETS (100.0%)

 

 

 

 

$

1,389,982,032

 

 

 

 

 

 



 


 

* Non-income producing security.

(1) Security fair valued in accordance with procedures approved by the Board of Trustees. These securities comprised 2.2% of the Fund’s net assets.

 

Common Abbreviations

 

AB-Aktiebolag is the Swedish equivalent of the term 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.

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

OYJ-Osakeyhtio is the Finnish equivalent of a limited company.

PLC-Public Limited Company

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

SCA-Societe en Commandite par actions is the French equivalent of a limited partnership.

3



 

Alpine Total Dynamic Dividend Fund

 


January 31, 2011 (Unauditied)

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 Fund has an investment objective to invest in equity securities that provide high current dividend income. The Fund also focuses on long-term growth of capital as a secondary investment objective.

The Fund had no operations prior to January 26, 2007 other than matters relating to its organization and the sale and issuance of 5,235.602 shares of beneficial interest in the Fund to Alpine Woods Capital Investors, LLC (“Alpine Woods”) at a net asset value of $19.10 per share. Alpine Woods serves as the Fund’s investment adviser. The Fund’s Common Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “AOD”.

2. Security Valuation:

The following is a summary of significant accounting policies consistently followed by the fund in preparation of their financial statements. The policies are in conformity with accounting principles 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.

Valuation of Securities: The net asset value (“NAV”) of shares of the Funds are calculated by dividing the value of the Funds’ net assets by the number of outstanding shares. NAV is determined each day the NYSE is open as of the close of regular trading (normally, 4:00 p.m., Eastern time). In computing NAV, portfolio securities of the Funds 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 reliable, through procedures and/or guidelines established by the Board of Trustees. In computing the Fund’s net asset value, equity securities that are traded on a securities exchange in the United States 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. 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. 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 of Trustees, 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. 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 net asset values are 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 (normally, 4:00 p.m., Eastern time), the security will be priced at fair value following procedures approved by the Board of Trustees.

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 of Trustees. The Board has approved the use of Interactive Data’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 net asset values may differ from quoted or official closing prices.

Fair Vale Measurement: In accordance with GAAP, the Funds use 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.

4





 

 

 

 

Level 1—

Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

 

 

 

 

Level 2—

Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

 

 

 

Level 3—

Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

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 Funds’ 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 applicable financial accounting standards.

The following is a summary of the inputs used to value the Funds’ net assets as of January 31, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation Inputs

 

 

 

 

 


 

 

 

Investments in Securities at Value*

 

Level 1**

 

Level 2**

 

Level 3

 

Total Value

 











Common Stocks

 

$

1,359,117,549

 

$

 

$

 

$

1,359,117,549

 

Equity-Linked Structured Notes

 

 

 

 

30,772,748

 

 

 

 

30,772,748

 

Investment Companies

 

 

17,238,024

 

 

 

 

 

 

17,238,024

 















Total

 

$

1,376,355,573

 

$

30,772,748

 

$

 

$

1,407,128,321

 
















 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation Inputs

 

 

 

 

 


 

 

 

Other Financial Instruments

 

Level 1

 

Level 2

 

Level 3

 

Total Value

 











Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward Currency Contracts

 

$

 

$

(7,765,088

)

$

 

$

(7,765,088

)















Total

 

$

 

$

(7,765,088

)

$

 

$

(7,765,088

)















 

 

  *

For detailed country descriptions, see accompanying Schedule of Portfolio Investments.

**

During the period ended January 31, 2011 there were no significant transfers between Level 1 and Level 2 securities. A security’s classification as Level 1 or Level 2 within the Fund can move on a daily basis throughout the period depending on whether or not the Fund has determined the value of securities principally traded in foreign markets has become stale between the close of the foreign exchanges and the time the funds calculate their NAV. If management determines the price has become stale, a fair value adjustment will be made to the impacted securities and these fair value adjusted securities are considered to be priced using Level 2 inputs.

5


Income Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute timely, all of its investment company taxable income and net realized capital gains to shareholders. Therefore, no federal income tax provision is recorded. 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 for claims on foreign taxes withheld.

The Fund accounts for uncertainty related to income taxes in accordance with U.S. GAAP. The Fund recognizes tax benefits only if it is more likely than not that a tax position (including the Fund’s assertion that its income is exempt from tax) will be sustained upon examination.

As of January 31, 2011 the net unrealized appreciation/depreciation of investments based on federal tax costs were as follows:

 

 

 

 

 

Gross appreciation (excess of value over tax cost)

 

$

239,915,685

 

 

 

 

 

 

Gross depreciation (excess of tax cost over value)

 

 

(17,949,202

)

 

 



 

 

 

 

 

 

Net unrealized appreciation/(depreciation)

 

$

221,966,483

 

 

 



 

 

 

 

 

 

Cost of investments for income tax purposes

 

$

1,185,161,838

 

 

 



 

Distributions: 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 by the Board of Trustees from time to time. If, for any monthly distribution, investment company taxable income, if any (which term includes net short-term capital gain) and net tax-exempt income, if any, is less than the amount of the distribution, the difference will generally be a tax-free return of capital distributed from the Fund’s assets. 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 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 earnings and profits 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.

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. denominated amounts are translated into U.S. dollars as follows, with the resultant translation gains and losses recorded in the Statements 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.

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.

Equity-Linked Structured Notes: The Fund may invest in equity-linked structured notes. Equity-linked structured notes are derivative 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 than less complex securities or other types of fixed income securities. Such securities may exhibit price behavior that does not correlate with other fixed-income securities. The Fund did not hold any equity-linked structured notes at January 31, 2011.

6


 


 

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 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 at January 31, 2011:


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Expiration
Date

 

Contracts to
Deliver

 

Settlement
Value

 

Current Value

 

Unrealized
Loss

 













Contracts Sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


















British Pound

 

 

05/31/2011

 

 

22,520,000 (GBP

)

$

34,843,169

 

$

36,034,720

 

$

(1,191,551

)

Euro

 

 

05/31/2011

 

 

24,160,000 (EUR

)

 

31,408,483

 

 

33,025,748

 

 

(1,617,265

)

Norwegian Krone

 

 

05/31/2011

 

 

287,000,000 (NOK

)

 

47,662,305

 

 

49,387,410

 

 

(1,725,105

)

Swedish Krona

 

 

05/31/2011

 

 

242,000,000 (SEK

)

 

34,935,759

 

 

37,332,465

 

 

(2,396,706

)

Swiss Franc

 

 

05/31/2011

 

 

35,000,000 (CHF

)

 

36,285,975

 

 

37,120,436

 

 

(834,461

)

 

 

 

 

 

 

 

 

 

 

 







 

 

 

 

 

 

 

 

 

 

 

$

192,900,779

 

$

(7,765,088

)

 

 

 

 

 

 

 

 

 

 

 







The counterparty for the open forward currency contracts as of January 31, 2011 is State Street Bank and Trust Co.

Use of Estimates: The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.

7




 


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:

April 1, 2011

 

 

 


 

          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:

April 1, 2011

 

 

 


 

 

 

 

 

 

By:

/s/ Ronald G. Palmer, Jr.

 

 

 


 

 

 

          Ronald G. Palmer, Jr.

 

 

 

          Chief Financial Officer (Principal Financial Officer)

 

 

 

 

 

 

 

Date:

April 1, 2011