<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
Chartwell Dividend and Income Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
CHARTWELL DIVIDEND AND INCOME FUND, INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
Wilmington, Delaware
March 23, 1999
To Our Stockholders:
It is our pleasure to invite you to your Fund's first Annual Meeting of
Stockholders to be held at the offices of PFPC Inc., 400 Bellevue Parkway,
Wilmington, Delaware, on April 21, 1999, at 8:30 a.m. Formal notice of the
Annual Meeting appears on the next page and is followed by the Proxy Statement.
We hope you will be able to attend, but we urge you, in any event, to
complete and return the enclosed proxy card in the envelope provided. If you do
attend, you may vote in person if you so desire.
The Annual Report of the Chartwell Dividend and Income Fund, Inc. for the
year ended November 30, 1998 has previously been mailed to stockholders of
record on January 15, 1999. The Annual Report is not to be considered proxy
soliciting material.
Sincerely,
/s/ Winthrop S. Jessup
Winthrop S. Jessup
Chairman and President
YOUR VOTE IS IMPORTANT
WE CONSIDER THE VOTE OF EACH STOCKHOLDER IMPORTANT, WHATEVER THE NUMBER OF
SHARES HELD. PLEASE SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE AT
YOUR EARLIEST CONVENIENCE. THE PROMPT RETURN OF YOUR PROXY WILL SAVE EXPENSE TO
YOUR FUND.
<PAGE> 3
CHARTWELL DIVIDEND AND INCOME FUND, INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
Wilmington, Delaware
March 23, 1999
To the Stockholders of
Chartwell Dividend and Income Fund, Inc.:
The Annual Meeting of Stockholders of Chartwell Dividend and Income Fund,
Inc. (the "Fund") will be held at PFPC Inc., 400 Bellevue Parkway, Wilmington,
Delaware, on Wednesday, April 21, 1999, at 8:30 a.m., for the following
purposes:
1. To elect one Class I Director to serve until the 2000 Annual Meeting of
Stockholders or thereafter when his/her successor is elected and
qualified.
2. To elect two Class II Directors to serve until the 2001 Annual Meeting
of Stockholders or thereafter when their respective successors are
elected and qualified.
3. To elect two Class III Directors to serve until the 2002 Annual Meeting
of Stockholders or thereafter when their respective successors are
elected and qualified.
4. To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as the Fund's independent auditors for its
fiscal year ending November 30, 1999.
5. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The subjects referred to above are discussed in the Proxy Statement
attached to this Notice. Each Stockholder is invited to attend the Annual
Meeting in person. Holders of record at the close of business on March 22, 1999
are entitled to receive notice of and to vote at the Meeting. IF YOU CANNOT BE
PRESENT AT THE ANNUAL MEETING, WE URGE YOU TO FILL IN, SIGN, AND PROMPTLY RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN COMPLETING AND RETURNING YOUR PROXY PROMPTLY.
MICHAEL P. MALLOY
Secretary
<PAGE> 4
ANNUAL MEETING OF STOCKHOLDERS
OF
CHARTWELL DIVIDEND AND INCOME FUND, INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
------------------------
PROXY STATEMENT
------------------------
March 23, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Chartwell Dividend and Income Fund, Inc.
(the "Fund") for use at the Fund's Annual Meeting of Stockholders to be held at
PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware, on Wednesday, April 21,
1999, at 8:30 a.m., and at any adjournment thereof (the "Meeting").
Any person giving a proxy may revoke it at any time prior to its use.
Signed proxies received by the Fund in time for voting and not so revoked will
be voted in accordance with the directions specified therein. The Board of
Directors recommends a vote FOR the election of Directors as listed and FOR the
appointment by the Board of Directors of PricewaterhouseCoopers LLP as the
Fund's independent auditors. If no specification is made, the proxy will be
voted for the election of Directors as listed and for the appointment of
PricewaterhouseCoopers LLP as independent auditors.
Costs of soliciting proxies will be borne by the Fund. Shareholder
Communications Corporation has been retained to solicit proxies in connection
with the Meeting for a fee of approximately $3,500. It is anticipated that
banks, brokerage houses, and other custodians will be requested on behalf of the
Fund to forward solicitation material to their principals to obtain
authorizations for the execution of proxies. In addition to soliciting proxies
by use of the mails, some of the officers of the Fund and persons affiliated
with Chartwell Investment Partners, L.P., the Fund's investment adviser, may,
without remuneration, solicit proxies personally or by telephone or telefax.
On March 22, 1999, the record date for determining the Stockholders
entitled to vote at the Meeting, there were outstanding 15,500,207 shares of
common stock, constituting all of the Fund's outstanding voting securities. Each
share of common stock is entitled to one vote. This Proxy Statement, the
accompanying Notice of Annual Meeting of Stockholders, and the enclosed proxy
are being mailed on or about March 23, 1999 to Stockholders of record on the
record date.
THE FUND PREPARES AND MAILS TO ITS STOCKHOLDERS FINANCIAL REPORTS ON A
SEMI-ANNUAL BASIS. THE FUND WILL FURNISH TO STOCKHOLDERS UPON REQUEST, WITHOUT
CHARGE, COPIES OF ITS ANNUAL REPORT TO STOCKHOLDERS, CONTAINING AUDITED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1998. REQUESTS FOR
SUCH ANNUAL REPORT SHOULD BE DIRECTED TO THE FUND C/O PRINCETON ADMINISTRATORS,
L.P., 800 SCUDDERS MILL RD., PLAINSBORO, NJ 08536 OR TELEPHONE TOLL-FREE (800)
543-6217. THE ANNUAL REPORT IS NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL.
1. NOMINEES FOR ELECTION AS DIRECTORS
In accordance with the Amended and Restated By-Laws of the Fund ("the
By-Laws"), the number of Directors designated to constitute the whole Board of
Directors for the ensuing year is five. Under the By-Laws, at the first Annual
Meeting of Stockholders, the Board of Directors shall be divided into three
classes with the numbers of Directorships to be apportioned among the classes so
as to maintain the classes as equal as possible. Class I Director's term shall
expire at the 2000 Annual Meeting of Stockholders, Class II Directors' terms
shall expire at the 2001 Annual Meeting of Stockholders, and Class III
Directors' terms shall expire at the 2002 Annual Meeting of Stockholders. At
each subsequent annual meeting, the Directors chosen
<PAGE> 5
to succeed those whose terms are expiring shall be identified as being of the
same class as the Directors whom they succeed, and shall be elected for a term
expiring at the time of the third succeeding annual meeting of shareholders, or
thereafter in each case when their respective successors are elected and
qualified.
In order for any other persons to be nominated for election to the Board of
Directors at this Meeting, the By-Laws require the proposed nominee to notify
the Fund in writing by the tenth day following the day on which notice of the
Meeting is mailed and to provide such written information required by the
Secretary of the Fund. This Proxy Statement is expected to be mailed on March
23, 1999 and, if such occurs, any such notice must be received by the Fund on or
before April 2, 1999.
The following table sets forth the nominees, by Class, and for each, his or
her age, principal occupation for the past five or more years, and any other
Directorship held by him or her in companies which are subject to the reporting
requirements of the Securities Exchange Act of 1934 or are registered as an
investment company under the Investment Company Act of 1940.
NOMINEE FOR CLASS I DIRECTOR -- To be elected for a term of one year until the
2000 Annual Meeting.
KENNETH F. HERLIHY
504 Woodland Court, Wayne, PA 19087
Director of the Fund.
Sculptor, who has worked independently since his retirement from mutual fund
management approximately ten years ago. Age 70.
NOMINEES FOR CLASS II DIRECTOR -- To be elected for a term of two years until
the 2001 Annual Meeting.
BERNARD P. SCHAFFER*
1235 Westlakes Drive, Suite 330, Berwyn, Pennsylvania 19312
Vice President and Director of the Fund.
Partner of Chartwell Investment Partners, L.P. and of Chartwell G.P., Inc. since
1997; from 1978 to 1988, Associate Managing Director of Wertheim Schroder & Co.,
a brokerage firm; from 1988 until 1990, Senior Vice President of Prudential
Securities; and from 1990 to 1997, Portfolio Manager of Delaware Investment
Advisers, a division of Delaware Management Company, Inc. Age 54.
KEVIN A. MELICH*
1235 Westlakes Drive, Suite 330, Berwyn, Pennsylvania 19312
Vice President and Director of the Fund.
Partner of Chartwell Investment Partners, L.P. and of Chartwell G.P., Inc. since
1997; from 1964 to 1981, Portfolio Manager of Security Trust Co.; from 1981 to
1983, Vice President of A.B. Laffer Associates, an economics consulting firm;
and from 1983 to 1997, Portfolio Manager of Delaware Investment Advisers, a
division of Delaware Management Company, Inc. Age 56.
Director of Dessauer Global Equity Fund.
- ---------------
* These Directors are "interested persons" of the Fund as defined in the
Investment Company Act of 1940 because they are partners in the investment
manager (Chartwell Investment Partners, L.P.) and are Officers of the Fund.
2
<PAGE> 6
NOMINEE FOR CLASS III DIRECTOR -- To be elected for a term of three years until
the 2002 Annual Meeting.
WINTHROP S. JESSUP**
1235 Westlakes Drive, Suite 330, Berwyn, Pennsylvania 19312
Chairman, President and Director of the Fund.
Partner of Chartwell Investment Partners, L.P. and of Chartwell G.P., Inc. since
1997; from 1977 to 1997, various positions with Delaware Management Company,
Inc., an investment management firm, and certain affiliated companies, most
recently the positions of Executive Vice President and Director. Age 53.
WILLIAM KRONENBERG III
520 Eagleview Blvd., P.O. Box 636, Exton, PA 19341
Director of the Fund.
President and CEO of ECS, Inc., ECS Underwriting, Inc., ECS Risk Control, Inc.,
and ECS Claims Administrators, Inc., providers of environmental risk management
services since 1985. Age 46.
Messrs. Jessup, Herlihy, Kronenberg, Schaffer and Melich have served as
Directors of the Fund since its inception. They were elected by the initial
stockholder of the Fund on June 18, 1998.
No officer or Director of the Fund who is also a Director, officer or
employee of the Manager or any of its parents, received any remuneration from
the Fund during 1998. The other Directors taken as a group were either paid or
had accrued Directors' fees from June 16, 1998 until November 30, 1998 in the
aggregate amount of $6,000. The Fund has not completed a full fiscal year since
its organization. The basis of compensation for Directors is an annual fee of
$4,000 per year plus $250 per meeting attended. The Fund also pays members of
the Audit Committee of the Board of Directors an annual fee of $250. The
Chairman of the Audit Committee receives an additional fee of $500 per year. The
Board of Directors held two meetings from June 16, 1998 until the end of the
Fund's fiscal year (November 30, 1998). Messrs. Schaffer and Melich each did not
attend one of these meetings.
Drinker Biddle & Reath LLP, of which Michael P. Malloy, Secretary of the
Fund, is a partner, received fees during the year ended November 30, 1998 for
services rendered as the Fund's legal counsel.
The following table provides information concerning the compensation of
each of the Fund's Directors for services rendered from June 16, 1998 until the
end of the Fund's fiscal year (November 30, 1998):
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL COMPENSATION
COMPENSATION AS PART OF FUND BENEFITS UPON FROM FUND
NAME OF PERSON FROM FUND EXPENSES RETIREMENT PAID TO DIRECTORS
- -------------- ------------ ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Winthrop S. Jessup.................... $-0- $-0- $-0- $-0-
Kenneth F. Herlihy.................... $2,750 $-0- $-0- $2,750
William Kronenberg III................ $3,250 $-0- $-0- $3,250
Bernard P. Schaffer................... $-0- $-0- $-0- $-0-
Kevin A. Melich....................... $-0- $-0- $-0- $-0-
</TABLE>
The Fund has a standing Audit Committee of the Board composed of Messrs.
Herlihy and Kronenberg. The functions of the Audit Committee are to meet with
the Fund's independent auditors to review the scope and findings of the annual
audit, discuss the Fund's accounting policies, discuss any recommendation of the
- ---------------
** This Director is an "interested person" of the Fund as defined in the
Investment Company Act of 1940 because he is a partner in the investment
manager (Chartwell Investment Partners, L.P.) and is an officer of the Fund.
3
<PAGE> 7
independent auditors with respect to the Fund's management practices, review the
impact of changes in accounting standards upon the Fund's financial statements,
recommend to the Board of Directors the selection of independent auditors, and
perform such other duties as may be assigned to the Committee by the Board of
Directors. The Audit Committee met one time in 1998, and all members of the
Audit Committee were present.
The Board of Directors recommends that Stockholders vote FOR the election
of: Mr. Herlihy as a Class I Director to serve until the 2000 Annual Meeting of
Stockholders; Messrs. Schaffer and Melich as Class II Directors to serve until
the 2001 Annual Meeting of Stockholders; and Messrs. Jessup and Kronenberg as
Class III Directors to serve until the 2002 Annual Meeting of Stockholders; and
until the election and qualification of their successors.
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Stockholders are asked to act upon a proposal to ratify the appointment
by the Directors of PricewaterhouseCoopers LLP as the Fund's independent
auditors for the fiscal year ending November 30, 1999.
For the fiscal year ended November 30, 1998, PricewaterhouseCoopers LLP
performed audit and tax services for the Fund. Services consisted of audits of
the Fund's financial statements and review and consultation in connection with
filings with the Securities and Exchange Commission. Related services consisted
of a review of the Fund's status under Subchapter M of the Internal Revenue Code
of 1986 and preparation of tax returns.
Representatives of PricewaterhouseCoopers LLP are expected to be present by
telephone at the Meeting with the opportunity to make a statement, if they
desire to do so, and be able to respond to appropriate questions from
Stockholders.
The Board of Directors recommends that Stockholders vote FOR the
ratification of PricewaterhouseCoopers LLP as the Fund's independent auditors
for its fiscal year ending November 30, 1999.
VOTES REQUIRED FOR THE ELECTION OF DIRECTORS AND
APPROVAL OF MATTERS AT THE MEETING
A quorum for the transaction of business at the Meeting is constituted by
the presence in person or by proxy of holders of a majority of the outstanding
shares of common stock of the Fund. If a Proxy is properly executed and returned
accompanied by instructions to withhold authority, or is marked with an
abstention, the shares represented thereby will be considered to be present at
the Meeting for purposes of determining the existence of a quorum for the
transaction of business. In the election of Directors, the nominees receiving
the highest number of votes cast at the Meeting will be elected. Approval of the
proposal ratifying the appointment of Independent Auditors requires the
affirmative vote of the holders of a majority of the votes cast at the Meeting.
Under Maryland law, abstentions will have the effect of a "no" vote on an issue.
Broker "non-votes" (i.e., proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as
abstentions.
In the event that a quorum is not present at the Meeting or at any
adjournment thereof, or in the event that a quorum is present at the Meeting but
sufficient votes to approve any of the proposals are not received, the persons
named as proxies, or their substitutes, may propose and vote for one or more
adjournments of the Meeting to permit the further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the Meeting in person or by
proxy. If a quorum is present, the persons named as proxies will vote those
proxies which they are entitled to vote FOR any of the proposals in favor of
such adjournments, and will vote those proxies required to be voted AGAINST all
proposals against any such adjournments. A shareholder vote may be taken with
respect to the Company or one or more of the Funds on any of the (but not all)
Proposals prior to any such adjournment as to which sufficient votes have been
received for approval.
4
<PAGE> 8
OTHER BUSINESS
The Management of the Fund does not know of any other matters to be brought
before the Meeting. If such matters are properly brought before the Meeting,
proxies not limited to the contrary will be voted in accordance with the best
judgment of the person or persons acting thereunder. To propose any business for
consideration at this Meeting (other than matters included in this Proxy
Statement), a Stockholder must notify the Fund in writing by the tenth day
following the day on which notice of the Meeting is mailed and to provide such
written information to the Fund as required by the Secretary of the Fund. This
Proxy Statement is expected to be mailed to Stockholders on March 23, 1999, and,
if such occurs, any such notice must be received by the Fund on or before April
2, 1999.
ADDITIONAL INFORMATION
INVESTMENT ADVISER
Chartwell Investment Partners, L.P., serves as investment adviser for the
Fund and is located at 1235 Westlakes Drive, Suite 330, Berwyn, Pennsylvania
19312.
ADMINISTRATOR
Princeton Administrators, L.P., an affiliate of Merrill Lynch & Co., Inc.,
serves as administrator for the Fund and is located at 800 Scudders Mill Road,
Plainsboro, NJ 08536.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Fund's Directors and Officers and certain affiliated persons of the
investment adviser are required to file by specific dates initial reports of
ownership and reports of changes in ownership of shares of the Fund with the
Securities and Exchange Commission and the New York Stock Exchange. Initial
reports were filed late by the following: Winthrop Jessup, Kenneth Herlihy,
William Kronenberg III, Bernard Schaffer, Kevin Melich, Timothy Riddle, G.
Gregory Hagar, Leslie Varrelman, Michael Malloy and Maria Pollack, and were not
filed during the Company's fiscal year ended November 30, 1988 by Mark Sullivan,
John McNiff, Michael Kennedy, Chartwell Investment Partners, L.P., Chartwell
G.P., Inc. and Maverick Partners L.P. Reports of changes in ownership were filed
late by G. Gregory Hagar (one report relating to two transactions), Winthrop
Jessup (one report relating to one transaction) and Terry Bovarnick (two reports
relating to five transactions), and one by Winthrop Jessup (relating to two
transactions) failed to reach its destination. In addition, the following have
yet to file required annual statements of beneficial ownership of securities,
but are expected to do so promptly: Mark Sullivan, John McNiff, Michael Kennedy,
Winthrop Jessup, Chartwell Investment Partners, L.P., Chartwell G.P., Inc. and
Maverick Partners, L.P. In making these disclosures, the Fund has relied on
copies of reports that were furnished to it.
MANAGEMENT
Information concerning the names, ages, positions with the Fund, current
affiliations, and principal occupations of the principal officers of the Fund,
other than Messrs. Schaffer, Melich and Jessup, is set out below. Information
concerning Messrs. Schaffer, Melich and Jessup is set forth on pages 2 and 3.
TIMOTHY J. RIDDLE
Vice President and Treasurer of the Fund.
Partner of Chartwell Investment Partners L.P. and of Chartwell G.P., Inc. since
1997 and from 1986 to 1997, Senior Vice President in Client Services for
Delaware Investment Advisers, a division of Delaware Management Company, Inc.
Age 43.
5
<PAGE> 9
G. GREGORY HAGAR
Vice President of the Fund.
Controller of Chartwell Investment Partners L.P. since 1997; in 1990, Senior
Auditor of Northwest Administrators, Inc., an employee benefits administration
firm; from 1991 to 1995, Supervisor of the Financial Services Group of Hemming
Morse CPAs and Consultants; and from 1996 to 1997, National Accounting and
System Adviser of Commonwealth Land Title Insurance Company. Age 30.
LESLIE M. VARRELMAN
Vice President of the Fund.
Director of Fixed Income for Chartwell Investment Partners L.P. since 1997; from
1981 to 1994, Vice President and Portfolio Manager of CoreStates Investment
Advisers; and from 1994 to 1997, Vice President of Meridian Investment Company.
Age 39.
MICHAEL P. MALLOY
Secretary of the Fund.
Partner of the law firm of Drinker Biddle & Reath LLP, Philadelphia,
Pennsylvania. Age 39.
MARIA E. POLLACK
Assistant Secretary of the Fund.
Director of Client Administration for Chartwell Investment Partners L.P. since
1997 and from 1982 to 1997, various positions with Delaware Investment Advisers,
a division of Delaware Management Company, Inc., most recently the position of
Assistant Vice President. Age 53.
Officers of the Fund are elected by the Board of Directors and, subject to the
earlier termination of office, each officer holds office for the term of one
year and until his or her successor is elected and qualified. Messrs. Riddle,
Hagar and Malloy and Mmes. Varrelman and Pollack have served as officers of the
Fund since its inception and were initially elected at the Organizational
Meeting of the Board of Directors of the Fund on June 16, 1998.
SECURITY OWNERSHIP
The following table sets forth, as of March 22, 1999, beneficial ownership
of the Fund's shares by (1) each Director and named officer and (2) all
Directors and officers as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED* OF CLASS
- ---- ------------------- --------
<S> <C> <C>
Winthrop S. Jessup................................ 3,052 **
Kenneth F. Herlihy................................ 0 N/A
William Kronenberg III............................ 0 N/A
Bernard P. Schaffer............................... 2,000 **
Kevin A. Melich................................... 0 N/A
Timothy J. Riddle................................. 0 N/A
G. Gregory Hagar.................................. 1,500 **
Leslie M. Varrelman............................... 0 N/A
Michael P. Malloy................................. 0 N/A
Maria E. Pollack.................................. 0 N/A
All Directors and officers as a group............. 6,552 **
</TABLE>
- ---------------
* Unless otherwise indicated the beneficial owner has sole voting and
investment power.
** Less than 1%.
6
<PAGE> 10
STOCKHOLDER PROPOSALS -- 2000 ANNUAL MEETING
A Stockholder who intends to present a proposal which relates to a proper
subject for Stockholder action at the 2000 Annual Meeting of Stockholders, and
who wishes such proposal to be considered for inclusion in the Fund's proxy
materials for such meeting, must cause such proposal to be received, in proper
form, at the Fund's principal executive offices by November 24, 1999. Any such
proposals, as well as any questions relating thereto, should be directed to the
Fund to the attention of its President.
March 23, 1999
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
7
<PAGE> 11
FORM OF PROXY CARD
CHARTWELL DIVIDEND AND INCOME FUND, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CHARTWELL DIVIDEND AND
INCOME FUND, INC. (THE "FUND") FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON APRIL 21, 1999 AT 8:30 A.M. AT THE OFFICES OF PFPC INC., 400 BELLEVUE
PARKWAY, WILMINGTON, DELAWARE.
The undersigned hereby appoints Timothy Riddle and G. Gregory Hagar, and each of
them, with full power of substitution, as proxies of the undersigned to vote at
the above-stated Annual Meeting, and all adjournments thereof, all shares of
common stock held of record by the undersigned on the record date for the Annual
Meeting, upon the following matters, and upon any other matter which may
properly come before the Annual Meeting, at their discretion.
(1) [ ] FOR all nominees listed below
<TABLE>
<CAPTION>
CLASS I CLASS II CLASS III
<S> <C> <C>
Kenneth F. Herlihy Bernard P. Schaffer Winthrop S. Jessup
Kevin A. Melich William Kronenberg III
</TABLE>
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above
[ ] WITHHOLD AUTHORITY to vote for certain nominees listed above
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
OUT THE NAME OR NAMES LISTED ABOVE.)
<PAGE> 12
(2) Proposal to ratify the selection of PricewaterhouseCoopers LLP as
independent auditors for the Fund for its fiscal year ending November 30, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Every properly signed proxy will be voted in the manner specified hereon and, IN
THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO VOTE FOR
THE ELECTION OF DIRECTORS, AND FOR THE APPOINTMENT OF AUDITORS. THE UNDERSIGNED
HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
THE FUND AND THE PROXY STATEMENT.
PLEASE SIGN, DATE AND RETURN
PROMPTLY.
------------------------------
Sign here exactly as name(s)
appear(s) hereon
Date:
---------------------------
IMPORTANT -- JOINT OWNERS MUST
EACH SIGN. WHEN SIGNING AS
ATTORNEY, TRUSTEE, EXECUTOR,
ADMINISTRATOR, GUARDIAN, OR
CORPORATE OFFICER, PLEASE GIVE
YOUR FULL TITLE.
