COVER 38 filename38.htm

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www.dechert.com
| Thomas C. Bogle
| thomas.bogle@dechert.com
| +1 202 261 3360 Direct
| +1 202 261 3060 Fax

October 24, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4720

| Re: | abrdn Total Dynamic Dividend Fund Proxy Statement/Prospectus Filing on Form N-14

Ladies and Gentlemen:

Enclosed for filing on behalf of abrdn Total Dynamic Dividend Fund (the “Acquiring Fund”), a closed-end management investment company, is a registration statement on Form N-14 (the “Registration Statement”) under the Securities Act of 1933, as amended (“1933 Act”). This Registration Statement is being filed in connection with the reorganization of First Trust Specialty Finance & Financial Opportunities Fund (the “Acquired Fund”), a closed-end management investment company, with and into the Acquiring Fund, in exchange for newly issued common shares of beneficial interest of the Acquiring Fund and the assumption by the Acquiring Fund of all liabilities of the Acquired Fund whether accrued or contingent, known or unknown (the “Reorganization”). The Registration Statement includes a proxy statement/prospectus, statement of additional information, Part C, other information and exhibits.

The Acquiring Fund undertakes to file an additional pre-effective amendment to the Registration Statement to complete any disclosure items and include any additional exhibits that may be necessary in order to complete the Registration Statement and to respond to any comments from the staff of the Securities and Exchange Commission that might be received with respect to the Registration Statement. The Acquiring Fund will submit payment of the necessary registration fee for the newly issued shares and provide the certification as to payment of the registration fee in a future pre-effective amendment to the Registration Statement.

If you have any questions relating to this filing, please do not hesitate to contact me at 202.261.3360.

| Sincerely,
| /s/ Thomas C. Bogle
| Thomas C. Bogle