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EXHIBIT 2(p)
CHARTWELL INVESTMENT PARTNERS, L.P.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000-0000
June 18, 1998
Chartwell Dividend and Income
Fund, Inc.
c/o PFPC Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Re: Subscription Agreement
Ladies/Gentlemen:
The undersigned (the "Purchaser") hereby subscribes for 6,667
shares of Common Stock (the "Securities") of Chartwell Dividend and Income Fund,
Inc. (the "Corporation") at a price of $15 per share payable by delivery of
$100,005 in cash to the Corporation. The Purchaser is acquiring the Securities
solely for its own account and not with a view to their distribution within the
meaning of the Securities Act of 1933 and the Rules and Regulations thereunder
(collectively, the "Act").
The Purchaser represents that its present and anticipated financial
position permits it to purchase the Securities and to hold such Securities
indefinitely for investment purposes.
The Purchaser acknowledges that:
(a) the Securities are not registered under the Act or under any
applicable state securities law and must be held indefinitely unless
they are subsequently so registered or unless an exemption from such
registration is available; and
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(b) each certificate representing the Securities will bear the
following legend, or one similar thereto, drawing attention to the
restrictions on its transferability:
The securities evidenced by this certificate have not been
registered under the Securities Act of 1933 or under any
applicable state securities law, and may not be transferred
except upon delivery to the Corporation of an opinion of
counsel satisfactory in form and substance to it that such
transfer will not violate the Securities Act of 1933, as
amended, or any applicable state securities law.
CHARTWELL INVESTMENT PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxxxx
_______________________________
Name: Xxxxxxx X. Xxxxxx
Title: Partner
Receipt Acknowledged:
CHARTWELL DIVIDEND AND INCOME FUND, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
_______________________________
Name: Xxxxxxxx X. Xxxxxx
Title: Chairman
Date: June 18, 1998
