United States Securities and Exchange Commission Washington, D.C. 20549 Form N-PX Annual Report of Proxy Voting Record of Chartwell Dividend & Income Fund, Inc. Investment Company Act File Number: 811-08747 Registrant Chartwell Dividend & Income Fund, Inc. 1235 Westlakes Dr. Suite 400 Berwyn, PA 19312-2416 Agent for Service Winthrop S. Jessup Chartwell Dividend & Income Fund, Inc. 1235 Westlakes Dr. Suite 400 Berwyn, PA 19312-2416 Registrant's Telephone Number: (610) 296-1400 Date of Fiscal Year End: November 30 Date of Reporting Period: July 1, 2006 to June 30, 2007 Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Mgt. Position Registrant Voted ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. Ticker: ALSK CUSIP: 01167P101 07/24/06 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. Ticker: ALSK CUSIP: 01167P101 06/18/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Amend Omnibus Stock Plan Management For Voted - Against 4 Amend Omnibus Stock Plan Management For Voted - For ALCOA INC. Ticker: AA CUSIP: 013817101 04/20/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditor Management For Voted - For ALESCO FINANCIAL INC. Ticker: AFN CUSIP: 014485106 12/07/06 - Annual 1 Elect Directors Management For Voted - For ALESCO FINANCIAL INC. Ticker: AFN CUSIP: 014485106 05/22/07 - Annual 1 Elect Directors Management For Voted - For 2 Amend Omnibus Stock Plan Management For Voted - For 3 Ratify Auditors Management For Voted - For 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Increase Authorized Common Stock Management For Voted - For 4 Amend Stock Option Plan Management For Voted - Against ALTRIA GROUP, INC. Ticker: MO CUSIP: 02209S103 04/26/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Provide for Cumulative Voting Shareholder Against Voted - For 4 Disclose Information on Secondhand Smoke Shareholder Against Voted - Against 5 Cease Add Campaigns Oriented to Prevent Youth Smoking Shareholder Against Voted - Against 6 Cease Production, Promotion, and Marketing of Tobacco Products Shareholder Against Voted - Against 7 Adopt Animal Welfare Policy Shareholder Against Voted - Against Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Mgt. Position Registrant Voted AMERICAN CAPITAL STRATEGIES, LTD. Ticker: ACAS CUSIP: 024937104 03/16/07 05/04/07 - Annual 1 Elect Directors Management For Voted - For 2 Approve Stock Option Plan Management For Voted - Against 3 Declassify the Board of Directors Management For Voted - For 4 Increase Authorized Common Stock Management For Voted - Against 5 Amend Executive Incentive Bonus Plan Management For Voted - Against 6 Ratify Auditors Management For Voted - For 7 Other Business Management For Voted - Against AMSOUTH BANCORPORATION CUSIP: 032165102 10/03/06 - Special 1 Approve Merger Agreement Management For Voted - For 2 Adjourn Meeting Management For Voted - For APOLLO INVESTMENT CORPORATION CUSIP: 03761U106 08/03/06 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For ARIES MARITIME TRANSPORT LTD. Ticker: RAMS CUSIP: G0474B105 05/23/07 - Annual Meeting for Holders of ADRs 1 Elect Director Panagiotis Skiadas Management For Voted - For 2 Ratify Auditors Management For Voted - For ASHLAND INC. Ticker: ASH CUSIP: 044209104 01/25/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Require a Majority Vote for the Election of Directors Shareholder Against Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Mgt. Position Registrant Voted ATLAS ENERGY RESOURCES, LLC Ticker: ATN CUSIP: 049303100 05/23/07 - Annual 1.1 Elect Director Edward E. Cohen Management For Voted - For 1.2 Elect Director Jonathan Z. Cohen Management For Voted - For 1.3 Elect Director Matthew A. Jones Management For Voted - For 1.4 Elect Director Richard D. Weber Management For Voted - For 1.5 Elect Director Walter C. Jones Management For Voted - For 1.6 Elect Director Ellen F. Warren Management For Voted - For 1.7 Elect Director Bruce M. Wolf Management For Voted - For B&G FOODS, INC. Ticker: BGS CUSIP: 05508R205 05/08/07 - Annual 1.1 Elect Director David L. Wenner Management For Voted - For 1.2 Elect Director Robert C. Cantwell Management For Voted - For 1.3 Elect Director James R. Chambers Management For Voted - For 1.4 Elect Director Cynthia T. Jamison Management For Voted - For 1.5 Elect Director Dennis M. Mullen Management For Voted - For 1.6 Elect Director Alfred Poe Management For Voted - For 2 Ratify Auditors Management For Voted - For BANK OF AMERICA CORP. Ticker: BAC CUSIP: 060505104 04/25/07 - Annual 1 Elect Director William Barnet, III Management For Voted - For 2 Elect Director Frank P. Bramble, Sr. Management For Voted - For 3 Elect Director John T. Collins Management For Voted - For 4 Elect Director Gary L. Countryman Management For Voted - For 5 Elect Director Tommy R. Franks Management For Voted - For 6 Elect Director Charles K. Gifford Management For Voted - For 7 Elect Director W. Steven Jones Management For Voted - For 8 Elect Director Kenneth D. Lewis Management For Voted - For 9 Elect Director Monica C. Lozano Management For Voted - For 10 Elect Director Walter E. Massey Management For Voted - For 11 Elect Director Thomas J. May Management For Voted - For 12 Elect Director Patricia E. Mitchell Management For Voted - For 13 Elect Director Thomas M. Ryan Management For Voted - For 14 Elect Director O. Temple Sloan, Jr. Management For Voted - For 15 Elect Director Meredith R. Spangler Management For Voted - For 16 Elect Director Robert L. Tillman Management For Voted - For 17 Elect Director Jackie M. Ward Management For Voted - For 18 Ratify Auditors Management For Voted - For 19 Prohibit Executive Stock-Based Awards Shareholder Against Voted - Against 20 Change Size of Board of Directors Shareholder Against Voted - Against 21 Separate Chairman and CEO Positions Shareholder Against Voted - Against Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Mgt. Position Registrant Voted BCE INC. Ticker: BCE CUSIP: 05534B760 06/06/07 - Annual/S 1 Elect Directors Management For Voted - For 2 Ratify Deloitte & Touche LLP as Auditors Management For Voted - For 3 Change Company Name to Bell Canada Inc. Management For Voted - For 4 Amend Stock Option Plan Management For Voted - For CAPITALSOURCE, INC Ticker: CSE CUSIP: 14055X102 05/03/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For CARRAMERICA REALTY CORP. CUSIP: 144418100 07/11/06 - Special 1 Approve Merger Agreement Management For Voted - For 2 Adjourn Meeting Management For Voted - For CITIZENS COMMUNICATIONS CO. Ticker: CZN CUSIP: 17453B101 05/18/07 - Annual 1 Elect Directors Management For Voted - For 2 Approve Executive Incentive Bonus Plan Management For Voted - For 3 Amend Omnibus Stock Plan Management For Voted - For 4 Ratify Auditors Management For Voted - For COINMACH SERVICE CORP. Ticker: DRA CUSIP: 19259W107 07/27/06 - Annual 1 Elect Directors Management For Split Vote 1.1 Elect Director Stephen R. Kerrigan Management For Voted - Withheld 1.2 Elect Director James N. Chapman Management For Voted - Withheld 1.3 Elect Director David A. Donnini Management For Voted - Withheld 1.4 Elect Director Woody M. McGee Management For Voted - For 1.5 Elect Director Bruce V. Rauner Management For Voted - Withheld 1.6 Elect Director John R. Scheessele Management For Voted - For 1.7 Elect Director William M. Kelly Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Other Business Management For Voted - Against Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Mgt. Position Registrant Voted COINMACH SERVICE CORP. Ticker: DRA CUSIP: 19259W206 07/27/06 - Annual 1 Elect Directors Management For Split Vote 1.1 Elect Director Stephen R. Kerrigan Management For Voted - Withheld 1.2 Elect Director James N. Chapman Management For Voted - Withheld 1.3 Elect Director David A. Donnini Management For Voted - Withheld 1.4 Elect Director Woody M. McGee Management For Voted - For 1.5 Elect Director Bruce V. Rauner Management For Voted - Withheld 1.6 Elect Director John R. Scheessele Management For Voted - For 1.7 Elect Director William M. Kelly Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Other Business Management For Voted - Against CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. Ticker: CNSL CUSIP: 209034107 05/08/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For CONSTELLATION ENERGY PARTNERS LLC Ticker: CEP CUSIP: 21038E101 06/26/07 - Special 1 Approve Issuance of Shares for a Private Placement Management For Voted - For DEAN FOODS COMPANY Ticker: DF CUSIP: 242370104 05/18/07 - Annual 1 Elect Directors Management For Voted - For 2 Approve Omnibus Stock Plan Management For Voted - Against 3 Ratify Auditors Management For Voted - For 4 Separate Chairman and CEO Positions Shareholder Against Voted - For DIAMOND OFFSHORE DRILLING, INC. Ticker: DO CUSIP: 25271C102 05/15/07 - Annual 1 Elect Directors Management For Split Vote 1.1 Elect Director James S. Tisch Management For Voted - Withheld 1.2 Elect Director Lawrence R. Dickerson Management For Voted - Withheld 1.3 Elect Director Alan R. Batkin Management For Voted - For 1.4 Elect Director John R. Bolton Management For Voted - For 1.5 Elect Director Charles L. Fabrikant Management For Voted - Withheld 1.6 Elect Director Paul G. Gaffney, II Management For Voted - For 1.7 Elect Director Herbert C. Hofmann Management For Voted - Withheld 1.8 Elect Director Arthur L. Rebell Management For Voted - Withheld 1.9 Elect Director Raymond S. Troubh Management For Voted - For 2 Approve Executive Incentive Bonus Plan Management For Voted - For 3 Ratify Auditors Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Mgt. Position Registrant Voted ENERGY TRANSFER PARTNERS L P Ticker: ETP CUSIP: 29273R109 05/01/07 - Special 1 A Proposal To Approve (A) A Change In The Terms Of Our Class G Units To Provide That Each Class G Unit Is Convertible Into One Of Our Common Units And (B) The Issuance Of Additional Common Units Upon Such Conversion. Management For Voted - For GENERAL MARITIME CORP Ticker: GMR CUSIP: Y2692M103 05/16/07 - Annual Meeting for Holders of ADRs 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For HALLIBURTON CO. Ticker: HAL CUSIP: 406216101 05/16/07 - Annual 1 Elect Director Kathleen M. Bader Management For Voted - For 2 Elect Director Alan M. Bennett Management For Voted - For 3 Elect Director James R. Boyd Management For Voted - For 4 Elect Director Milton Carroll Management For Voted - For 5 Elect Director Robert L. Crandall Management For Voted - For 6 Elect Director Kenneth T. Derr Management For Voted - For 7 Elect Director S. Malcolm Gillis Management For Voted - For 8 Elect Director W. R. Howell Management For Voted - For 9 Elect Director David J. Lesar Management For Voted - For 10 Elect Director J. Landis Martin Management For Voted - For 11 Elect Director Jay A. Precourt Management For Voted - For 12 Elect Director Debra L. Reed Management For Voted - For 13 Ratify Auditors Management For Voted - For 14 Review Human Rights Policies Shareholder Against Voted - For 15 Report on Political Contributions Shareholder Against Voted - For 16 Amend Terms of Existing Poison Pill Shareholder Against Voted - Against HEALTH MANAGEMENT ASSOCIATES, INC. Ticker: HMA CUSIP: 421933102 05/15/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For ISTAR FINANCIAL INC. Ticker: SFI CUSIP: 45031U101 05/30/07 - Annual 1 Elect Directors Management For Voted - For 2 Approve Executive Incentive Bonus Plan Management For Voted - For 3 Ratify Auditors Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Mgt. Position Registrant Voted LINN ENERGY, LLC Ticker: LINE CUSIP: 536020100 01/18/07 - Special 1 Approve/Amend Conversion of Securities Management For Voted - For 2 Amend Omnibus Stock Plan Management For Voted - For LINN ENERGY, LLC Ticker: LINE CUSIP: 536020100 04/05/07 - Special 1 Class C Conversion And Issuance Proposal (As Defined In Proxy Statement). Management For Voted - For LINN ENERGY, LLC Ticker: LINE CUSIP: 536020100 06/19/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For LOEWS CORP. CUSIP: 540424207 08/03/06 - Special 1 Increase Authorized Common Stock Management For Voted - For 2 Adjust Par Value of Common Stock Management For Voted - For LOEWS CORP. CUSIP: 540424207 05/08/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Amend Executive Incentive Bonus Plan Management For Voted - For 4 Provide for Cumulative Voting Shareholder Against Voted - Against 5 Social Proposal Shareholder Against Voted - Against LTC PROPERTIES, INC. Ticker: LTC CUSIP: 502175102 05/15/07 - Annual 1 Elect Directors Management For Voted - For 2 Approve Omnibus Stock Plan Management For Voted - Against 3 Ratify Auditors Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Mgt. Position Registrant Voted MARATHON OIL CORP Ticker: MRO CUSIP: 565849106 04/25/07 - Annual 1 Elect Director Charles F. Bolden, Jr. Management For Voted - For 2 Elect Director Charles R. Lee Management For Voted - For 3 Elect Director Dennis H. Reilley Management For Voted - For 4 Elect Director John W. Snow Management For Voted - For 5 Elect Director Thomas J. Usher Management For Voted - For 6 Ratify Auditors Management For Voted - For 7 Approve Omnibus Stock Plan Management For Voted - For 8 Reduce Supermajority Vote Requirement Management For Voted - For 9 Increase Authorized Common Stock Management For Voted - For MCG CAPITAL CORP Ticker: MCGC CUSIP: 58047P107 05/09/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For NATIONAL CITY CORP. Ticker: NCC CUSIP: 635405103 04/24/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Pay For Superior Performance Shareholder Against Voted - For NEWCASTLE INVT CORP Ticker: NCT CUSIP: 65105M108 05/17/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For NORTHSTAR REALTY FINANCE CORP Ticker: NRF CUSIP: 66704R100 05/24/07 - Annual 1 Elect Directors Management For Split Vote 1.1 Elect Director William V. Adamski Management For Voted - For 1.2 Elect Director Preston C. Butcher Management For Voted - Withheld 1.3 Elect Director David T. Hamamoto Management For Voted - For 1.4 Elect Director Judith A. Hannaway Management For Voted - For 1.5 Elect Director Wesley D. Minami Management For Voted - For 1.6 Elect Director Louis J. Paglia Management For Voted - For 1.7 Elect Director W. Edward Scheetz Management For Voted - For 1.8 Elect Director Frank V. Sica Management For Voted - Withheld 2 Ratify Auditors Management For Voted - For 3 Amend Omnibus Stock Plan Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Mgt. Position Registrant Voted OLD NATIONAL BANCORP Ticker: ONB CUSIP: 680033107 05/17/07 - Annual 1 Elect Directors Management For Voted - For 2 Declassify the Board of Directors Management For Voted - For 3 Amend Articles---Deletion of Article IV Management For Voted - For 4 Ratify Auditors Management For Voted - For ONEOK PARTNERS LP Ticker: OKS CUSIP: 68268N103 05/10/07 - Special 1 A Proposal To Approve A Change In The Terms Of The Class B Units Of Oneok Partners, L.P. To Provide For The Conversion Of All Outstanding Class B Units Into The Same Number Of Common Units Of Oneok Partners, L.P. And The Issuance Of Additional Common Units Management For Voted - For 2 Amend The Partnership Agreement To: (A) Permit The General Partner And Its Affiliates To Vote The Limited Partnership Interests In Any Proposal To Remove The General Partner And (B) Provide For The Payment Of Fair Market Value To The General Partner For Management For Voted - For 3 A Proposal To Adjourn The Special Meeting To A Later Date, If Necessary, To Solicit Additional Proxies If There Are Not Management For Voted - For PRECISION DRILLING TRUST Ticker: PD.U CUSIP: 740215108 05/09/07 - Annual/S 1 Elect Robert J.S. Gibson, Patrick M. Murray and Allen R. Hagerman as Trustees of the Trust Management For Voted - For 2 Elect W.C. (Mickey) Dunn, Brian A. Felesky, Robert J.S. Gibson, Allen R. Hagerman. Stephen J.J. Letwin, Patrick M. Murray, Frederick W. Pheasey, Robert L. Phillips, and Hank B. Swartout as Directors of Precision Drilling Corporation Management For Voted - For 3 Ratify KPMG LLP as Auditors Management For Voted - For 4 Approve Deferred Trust Unit Plan Management For Voted - For 5 Approve Unitholder Rights Plan Management For Voted - For REDDY ICE HOLDINGS, INC. Ticker: FRZ CUSIP: 75734R105 05/17/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Amend Omnibus Stock Plan Management For Voted - For REGAL ENTERTAINMENT GROUP Ticker: RGC CUSIP: 758766109 05/09/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Mgt. Position Registrant Voted REYNOLDS AMERICAN INC Ticker: RAI CUSIP: 761713106 05/11/07 - Annual 1 Elect Directors Management For Voted - For 2 Increase Authorized Common Stock Management For Voted - For 3 Ratify Auditors Management For Voted - For SEASPAN CORP Ticker: SSW CUSIP: Y75638109 04/16/07 - Annual Meeting for Holders of ADRs 1 Elect Directors Management For Split Vote 1.1 Elect Director Gerry Wang Management For Voted - Withheld 1.2 Elect Director Peter Lorange Management For Voted - For 1.3 Elect Director Barry R. Pearl Management For Voted - For 2 Ratify Auditors Management For Voted - For SUNOCO, INC. Ticker: SUN CUSIP: 86764P109 05/03/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For TECHNOLOGY INVESTMENT CAPITAL CORP. Ticker: TICC CUSIP: 878717305 06/05/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For TEPPCO PARTNERS - LP Ticker: TPP CUSIP: 872384102 12/08/06 - Special 1 Amend Articles/Bylaws/Charter-Organization-Related Management For Did Not Vote 2 Reduce Supermajority Vote Requirement Management For Did Not Vote 3 Amend Articles/Bylaws/Charter-Conflicts and Duties Amendment Management For Did Not Vote 4 Amend Articles/Bylaws/Charter-Organization-Provide for Registration Rights Management For Did Not Vote 5 Company Specific-Issuance of Units to the General Partner Management For Did Not Vote 6 Approve Omnibus Stock Plan Management For Did Not Vote 7 Company-Specific-Approve the Terms of Unit Purchase Plan Management For Did Not Vote Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Mgt. Position Registrant Voted TOTAL SA CUSIP: 89151E109 05/11/07 - Annual Meeting for Holders of ADRs 1 Approval Of Parent Company Financial Statements Management For Voted - For 2 Approval Of Consolidated Financial Statements Management For Voted - For 3 Allocation Of Earnings, Declaration Of Dividend Management For Voted - For 4 Agreements Covered By Article L. 225-38 Of The French Commercial Code Management For Voted - For 5 Authorization For The Board Of Directors To Trade Shares Of The Company Management For Voted - For 6 Renewal Of The Appointment Of Mr. Thierry Desmarest As A Director Management For Voted - Against 7 Renewal Of The Appointment Of Mr. Thierry De Rudder As A Director Management For Voted - Against 8 Renewal Of The Appointment Of Mr. Serge Tchuruk As A Director Management For Voted - Against 9 Appointment Of A Director Representing Employee Shareholders In Application Of Article 11 Of The Articles Of Association Management For Voted - Against 10 Appointment Of A Director Representing Employee Shareholders In Application Of Article 11 Of The Articles Of Association Against Against Mgmt 11 Appointment Of A Director Representing Employee Shareholders In Application Of Article 11 Of The Articles Of Association Against Against Mgmt 12 Determination Of The Total Amount Of Directors Compensation Management For Voted - For 13 Delegation Of Authority Granted To The Board Of Directors To Increase Capital By Issuing Common Shares Or Any Securities Providing Access To Capital While Maintaining Shareholders Preferential Subscription Rights Management For Voted - For 14 Delegation Of Authority Granted To The Board Of Directors To Increase Capital By Issuing Common Shares Or Any Securities Providing Access To Capital Without Preferential Subscription Rights Management For Voted - Against 15 Delegation Of Authority Granted To The Board Of Directors To Increase Capital Under The Conditions Provided For In Article 443-5 Of The French Labor Code Management For Voted - For 16 Authorization To Grant Subscription Or Purchase Options For The Company's Stock To Certain Employees Of The Group As Well As To The Management Of The Company Or Of Other Group Companies Management For Voted - For 17 Authorization To Be Granted To The Board Of Directors To Reduce Capital By Canceling Shares Management For Voted - For 18 Amendment Of Article 13, Paragraph 2, Of The Company S Articles Of Association With Regard To The Methods That May Be Used To Participate In Board Of Directors Meetings Management For Voted - For 19 Amendment Of Article 17-2 Of The Company S Articles Of Association To Take Into Account New Rules From The Decree Of December 11, 2006 Relating To The Company S Book-Based System For Recording Shares For Shareholders Wishing To Participate In Any Form Whatever Management For Voted - For 20 Amendment Of Article 17-2 Of The Company S Articles Of Association To Take Into Account Rules Relating To Electronic Signatures In The Event Of A Vote Cast Via Telecommunication Management For Voted - For 21 New Procedure To Nominate The Employee-Shareholder Director Shareholder Against Voted - For 22 Authorization To Grant Restricted Shares Of The Company To Group Employees Shareholder Against Voted - For 23 Amendment Of Article 18, Paragraph 7 Of The Company S Articles Of Association In View Of Deleting The Statutory Clause Limiting Voting Rights Shareholder Against Voted - For Chartwell Dividend & Income Fund, Inc. Proposal Proposed by Mgt. Position Registrant Voted WACHOVIA CORP. Ticker: WB CUSIP: 929903102 04/17/07 - Annual 1 Elect Directors Management For Voted - For 2 Declassify the Board of Directors Management For Voted - For 3 Company Specific--Provide for Majority Voting Management For Voted - For 4 Ratify Auditors Management For Voted - For 5 Approve Report of the Compensation Committee Shareholder Against Voted - For 6 Require Director Nominee Qualifications Shareholder Against Voted - Against 7 Report on Political Contributions Shareholder Against Voted - Against 8 Separate Chairman and CEO Positions Shareholder Against Voted - Against WASHINGTON MUTUAL, INC Ticker: WM CUSIP: 939322103 04/17/07 - Annual 1 Elect Directors Management For Voted - For 2 Ratify Auditors Management For Voted - For 3 Establish SERP Policy Shareholder Against Voted - For 4 Require a Majority Vote for the Election of Directors Shareholder Against Voted - For 5 Require Director Nominee Qualifications Shareholder Against Voted - Against WINDSTREAM CORP. Ticker: WIN CUSIP: 97381W104 05/09/07 - Annual 1 Elect Directors Management For Voted - For 2 Approve Executive Incentive Bonus Plan Management For Voted - For 3 Ratify Auditors Management For Voted - For 4 Stock Retention/Holding Period Shareholder Against Voted - Against Signatures Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Chartwell Dividend & Income Fund, Inc. By: /s/ Winthrop S. Jessup President Date: August 31, 2007