<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:
|_| 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)
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.
<PAGE> 2
(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-
<PAGE> 3
(2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
(3) Filing Party:
___________________________________________________________________________
(4) Date Filed:
___________________________________________________________________________
-3-
<PAGE> 4
CHARTWELL DIVIDEND AND INCOME FUND, INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
Wilmington, Delaware
March 24, 2000
To Our Stockholders:
It is our pleasure to invite you to your Fund's Annual Meeting of
Stockholders to be held at the offices of PFPC Inc., 400 Bellevue Parkway,
Wilmington, Delaware, on April 19, 2000, 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, 1999 has previously been mailed to Stockholders of
record on November 30, 1999. The Annual Report is not to be considered proxy
soliciting material.
Sincerely,
/s/ Winthrop S. Jessup
WINTHROP S. JESSUP
Chairman
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> 5
CHARTWELL DIVIDEND AND INCOME FUND, INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
Wilmington, Delaware
March 24, 2000
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 19, 2000, at 8:30 a.m., for the following
purposes:
1. To elect one Class I Director to serve until the 2003 Annual Meeting of
Stockholders or thereafter when his successor is elected and qualified.
2. To elect one Class III Director to serve until the 2002 Annual Meeting
of Stockholders or thereafter when his successor is elected and
qualified.
3. 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, 2000.
4. 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, 2000
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> 6
ANNUAL MEETING OF STOCKHOLDERS
OF
CHARTWELL DIVIDEND AND INCOME FUND, INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
------------------------
PROXY STATEMENT
------------------------
March 24, 2000
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 19,
2000, 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. 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, 2000, the record date for determining the Stockholders
entitled to vote at the Meeting, there were outstanding 15,537,071 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 24, 2000 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, 1999. 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 was divided into three classes
with the number of Directorships apportioned among the classes so as to maintain
the classes as equal as possible. The Class I Director's term expires at the
2000 Annual Meeting of Stockholders, Class II Directors' terms expire at the
2001 Annual Meeting of Stockholders, and Class III Directors' terms expire at
the 2002 Annual Meeting of Stockholders. At each subsequent annual meeting, the
Directors chosen to succeed those whose terms are expiring would be identified
as being of the same class as the Directors whom they succeed, and would be
elected for a term expiring at the time of the third succeeding annual meeting
of shareholders, or
<PAGE> 7
thereafter in each case when their respective successors are elected and
qualified. In the event that a Director resigns or is removed prior to the
expiration of his term, the Director chosen to succeed the departing Director
would be identified as being of the same class as the departing Director, and
would be elected for a term expiring at the time designated for that class, or
thereafter in each case when their respective successors are elected and
qualified.
The Board of Directors has designated two candidates, one for Class I
Director, and one for Class II Director to replace William Kronenberg III. Mr.
Kronenberg recently tendered his resignation, which will become effective upon
the election and qualification of his replacement. 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 24, 2000 and, if such occurs,
any such notice must be received by the Fund on or before April 3, 2000.
The following table sets forth the nominees and the other directors, by
Class, and for each, his age, principal occupation for the past five or more
years, and any other directorship held by him 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 three years until
the 2003 Annual Meeting.
KENNETH F. HERLIHY
504 Woodland Court, Wayne, Pennsylvania 19087
Director of the Fund.
Sculptor, who has worked independently since his retirement from mutual fund
management approximately ten years ago. Director of the Fund since its
inception. Age 71.
NOMINEE FOR CLASS III DIRECTOR -- To be elected for a term of two years until
the 2002 Annual Meeting.
GEORGE W. GROSZ
533 S. Waterloo Road, Devon, Pennsylvania 19333-1729
Consultant, who has worked independently since his retirement from the mutual
fund industry in 1996; and from 1994 to 1996, President and CEO of Meridian
Asset Management Co. Age 62.
Director of FBR Family of Funds.
OTHER DIRECTORS:
CLASS II DIRECTORS -- Term expires in the year 2001.
BERNARD P. SCHAFFER*
1235 Westlakes Drive, Suite 330, Berwyn, Pennsylvania 19312
Vice President and Director of the Fund.
Partner and Portfolio Manager of Chartwell Investment Partners, L.P. and Partner
of Chartwell G.P., Inc. since 1997; from 1990 to 1997, Portfolio Manager of
Delaware Investment Advisers, a division of Delaware Management Company, Inc.,
an investment management firm; from 1988 until 1990, Senior Vice President of
Prudential Securities; and from 1978 to 1988, Associate Managing Director of
Wertheim Schroder & Co., a brokerage firm. Age 55.
- ---------------
* 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 in its general partner
(Chartwell G.P.) and are officers of the Fund.
2
<PAGE> 8
KEVIN A. MELICH*
1235 Westlakes Drive, Suite 330, Berwyn, Pennsylvania 19312
Vice President and Director of the Fund.
Partner and Portfolio Manager of Chartwell Investment Partners, L.P. and Partner
of Chartwell G.P., Inc. since 1997; from 1983 to 1997, Portfolio Manager of
Delaware Investment Advisers, a division of Delaware Management Company, Inc.;
from 1981 to 1983, Vice President of A.B. Laffer Associates, an economics
consulting firm; and from 1964 to 1981, Portfolio Manager of Security Trust Co.
Age 57.
CLASS III DIRECTORS -- Term expires in the year 2002.
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; and from 1977 to 1997, various positions with Delaware Management Company,
Inc. and certain affiliated companies, most recently the positions of Executive
Vice President and Director. Age 54.
Messrs. Jessup, Herlihy, Schaffer and Melich have served as Directors of
the Fund since its inception.
No officer or Director of the Fund, who was also a partner, officer or
employee of the Manager, or any of its parents, received any remuneration from
the Fund during 1999. The other Directors taken as a group were paid Directors'
fees for the fiscal year ended November 30, 1999 in the aggregate amount of
$10,750. 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 four meetings during the Fund's fiscal year ended November 30,
1999. Mr. Melich did not attend two 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, 1999 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 during the Fund's fiscal year
ended November 30, 1999:
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.................... $5,250 $-0- $-0- $5,250
William Kronenberg III................ $5,500 $-0- $-0- $5,500
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
independent auditors with respect to the Fund's management practices, review the
impact of changes in
- ---------------
* 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 in its general partner
(Chartwell G.P.) and are officers of the Fund.
3
<PAGE> 9
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 during the fiscal year ended November 30, 1999, and all
members of the Audit Committee were present. Mr. Grosz will replace Mr.
Kronenberg on the Committee if Mr. Grosz is elected as a Director at the
Meeting.
The Fund has a Nominating Committee consisting of Messrs. Herlihy and
Kronenberg. The Nominating Committee is responsible for considering candidates
for election to the Board of the Company in the event a position is vacated or
created. The Nominating Committee of the Company was constituted in July 1999
and did not meet during the fiscal year ended November 30, 1999. Mr. Grosz will
replace Mr. Kronenberg on the Committee if Mr. Grosz is elected as a Director at
the Meeting. The Nominating Committee will consider nominees recommended by the
Company's shareholders. Shareholders who wish to recommend a nominee should send
nominations to the Secretary of the Company.
The Board of Directors recommends that Stockholders vote FOR: the election
of Mr. Herlihy as a Class I Director to serve until the 2003 Annual Meeting of
Stockholders; and the election of Mr. Grosz as a Class III Director to serve
until the 2002 Annual Meeting of Stockholders, and until the election and
qualification of their respective 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, 2000.
For the fiscal year ended November 30, 1999, 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 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, 2000.
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
4
<PAGE> 10
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 on any
of the (but not all) proposals prior to any such adjournment as to which
sufficient votes have been received for approval.
3. 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 24, 2000, and,
if such occurs, any such notice must be received by the Fund on or before April
3, 2000.
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.
MANAGEMENT
Information concerning the names, ages, positions with the Fund, current
affiliations, and principal occupations of the principal officers of the Fund is
set out below.
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 44.
G. GREGORY HAGAR
Vice President of the Fund.
Partner, Finance & Administration of Chartwell Investment Partners L.P. since
1997; from 1996 to 1997, National Accounting and System Adviser of Commonwealth
Land Title Insurance Company; and from 1992 to 1996, Supervisor of the Financial
Services Group of Hemming Morse CPAs and Consultants. Age 31.
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 40.
5
<PAGE> 11
MICHAEL P. MALLOY
Secretary of the Fund.
Partner of the law firm of Drinker Biddle & Reath LLP, Philadelphia,
Pennsylvania. Age 40.
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 54.
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 February 1, 2000, beneficial
ownership of the Fund's shares by (1) each Director and named officer, (2) each
nominee as a Director and (3) all Directors, nominees as a Director and officers
as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED* OF CLASS
- ---- ------------------- --------
<S> <C> <C>
Winthrop S. Jessup................................ 3,337 **
Kenneth F. Herlihy................................ 0 N/A
George W. Grosz................................... 1,000 **
William Kronenberg III............................ 0 N/A
Bernard P. Schaffer............................... 2,159 **
Kevin A. Melich................................... 0 N/A
Timothy J. Riddle................................. 3,200 **
G. Gregory Hagar.................................. 1,706 **
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............. 11,402 **
</TABLE>
- ---------------
* Unless otherwise indicated the beneficial owner has sole voting and
investment power.
** Less than 1%.
STOCKHOLDER PROPOSALS -- 2001 ANNUAL MEETING
A Stockholder who intends to present a proposal which relates to a proper
subject for Stockholder action at the 2001 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 25, 2000. Any such
proposals, as well as any questions relating thereto, should be directed to the
Fund to the attention of its President.
March 24, 2000
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.
6
<PAGE> 12
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 19, 2000 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 III
<S> <C>
Kenneth F. Herlihy George W. Grosz
</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> 13
(2) Proposal to ratify the selection of PricewaterhouseCoopers LLP as
independent auditors for the Fund for its fiscal year ending November 30, 2000.
[ ] 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 SHAREHOLDERS 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.
