DRINKER BIDDLE & REATH LLP
One Logan Square
Suite 2000
Philadelphia, PA 19103-6996
January 4, 2011
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
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| | | Re: | | Chartwell Dividend and Income Fund, Inc. | | |
| | | | | File No. 811-08747 | | |
Ladies and Gentlemen:
On behalf of Chartwell Dividend and Income Fund, Inc. (the “Fund”), attached for filing pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 and Rule 20a-1(a) under the Investment Company Act of 1940 are definitive copies of the Fund’s Notices of Special Meetings of Shareholders, Proxy Statement and Form of Proxies. These definitive proxy materials are being filed in connection with the Fund’s Special Meetings of Shareholders to be held on January 31, 2011. No fee is necessary in connection with this filing.
The Fund expects to distribute copies of the enclosed materials to Shareholders on or about January 5, 2011.
Questions or comments concerning this filing may be directed to the undersigned at (215) 988-2699.
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| | Sincerely,
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| | /s/ Nancy P. O’Hara | |
| | Nancy P. O’Hara, Esq. | |
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cc: Michael P. Malloy, Esq.
