Duff & Phelps Diversified Income Fund Inactive
Filed: 14 Sep 18, 12:00am
Duff & Phelps Diversified Income Fund Inc.
200 S Wacker Dr, Ste 500
Chicago, Illinois 60606
September 14, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
| Re: | Duff & Phelps Diversified Income Fund Inc. |
File Nos.333-183496,811-22740
Ladies and Gentlemen:
On behalf of Duff & Phelps Diversified Income Fund Inc. (the “Fund”), we request, pursuant to Rule 477 under the Securities Act of 1933 (the “1933 Act”), the withdrawal of the Fund’s registration statement on FormN-2, together with all exhibits thereto (FileNo. 333-183496 and811-22740), which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 23, 2012 (via EDGAR AccessionNo. 0001193125-12-366084) and as amended on FormN-2/A, together with all exhibits thereto, on January 22, 2013 (via EDGAR AccessionNo. 0001193125-13-019363) (collectively, the“N-2 Filing”).
We believe that withdrawal of theN-2 Filing is consistent with the public interest and the protection of investors because: (1) the filing was prepared in connection with a proposed initial public offering of the Fund’s shares that is no longer contemplated; (2) no securities were sold in connection with this offering; and (3) the filing did not become effective. The Fund requests, in accordance with Rule 457(p) under the 1933 Act, that all fees paid to the Commission in connection with theN-2 Filing be credited for future use. The Fund understands that, pursuant to Rule 477(b) of the 1933 Act, this application of withdrawal will be deemed granted at the time filed with the Commission unless, within 15 calendar days after the filing, the Commission notifies the Fund that the application for withdrawal has not been granted.
If you have any questions regarding this application for withdrawal, do not hesitate to contact Lawrence R. Hamilton of Mayer Brown LLP at (312)701-7055.
| Sincerely, |
| Duff & Phelps Diversified Income Fund Inc. |
| /s/ William J. Renahan |
| Vice President and Secretary |