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.
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / 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.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CHARTWELL DIVIDEND AND INCOME FUND, INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
Wilmington, Delaware
March 22, 2002
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 24, 2002, at 8:30 a.m. Formal notice of the
Annual Meeting appears on the next page and is followed by the Proxy Statement.
The only matter upon which you, as a stockholder of the Fund, are being
asked to vote on is the election of one Class I director to serve for a term of
one year and two Class III directors for a term of three years. The Board of
Directors recommends that you elect to the Board the three current directors who
are standing for election.
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, 2001 has previously been mailed to stockholders of
record. 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.
CHARTWELL DIVIDEND AND INCOME FUND, INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
Wilmington, Delaware
March 22, 2002
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 24, 2002, at 8:30 a.m., for the following
purposes:
1. To elect three directors of the Fund: two directors to hold office for a
term of three years; one director to hold office for a term of one year;
and each to hold office until his successor is duly elected and
qualified.
2. To transact such other business as may properly come before the meeting
or adjournments 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 6, 2002
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
ANNUAL MEETING OF STOCKHOLDERS
OF
CHARTWELL DIVIDEND AND INCOME FUND, INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
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PROXY STATEMENT
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March 22, 2002
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Chartwell Dividend and Income Fund, Inc., a
Maryland corporation (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 24, 2002, at 8:30 a.m., and at any adjournment
thereof (the "Meeting"). This Proxy Statement, the accompanying Notice of Annual
Meeting of Stockholders, and the accompanying proxy are being mailed to
stockholders on or about March 22, 2002.
The Board of Directors has fixed the close of business on March 6, 2002 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Meeting and at any postponement or adjournment thereof (the
"Record Date"). The outstanding voting shares of the Fund as of the Record Date
consisted of 15,876,835 shares of common stock, each share being entitled to one
vote. All properly executed and timely received proxies will be voted at the
Meeting in accordance with the directions marked thereon or otherwise provided
therein. Accordingly, unless instructions to the contrary are marked, proxies
solicited on behalf of the Board of Directors will be voted "FOR" the election
of the three nominees for director (Proposal One). Any stockholder may revoke
his or her proxy at any time prior to the exercise thereof by giving written
notice to the Secretary of the Fund at 400 Bellevue Parkway, Wilmington,
Delaware 19809, by signing another proxy of a later date or by personally voting
at the Meeting.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention") or may represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that the
broker or nominee has not received instructions from the beneficial owner or
other persons entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have discretionary power to vote). The
shares represented by abstentions or broker non-votes will be considered present
at the Meeting for purposes of determining the existence of a quorum for the
transaction of business. With respect to Proposal One, which is a matter to be
determined by a plurality of votes cast on such matter, neither abstentions nor
broker non-votes, not being votes cast, will have any effect on the outcome of
the stockholder vote. If any proposal, other than Proposal One, properly comes
before the Meeting, shares represented by proxies will be voted on such
proposals in the discretion of the person or persons holding the proxies.
A quorum for the Meeting will consist of the presence in person or by proxy
of the holders of a majority of the shares entitled to vote at the Meeting.
Whether or not a quorum is present at the Meeting, if sufficient votes in favor
of the position recommended by the Board of Directors on Proposal One are not
received, the persons named as proxies may, but are under no obligation to, with
no other notice than announcement at the Meeting, propose and vote for one or
more adjournments of the Meeting for up to 120 days after the Record Date 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. Shares represented by
proxies indicating a vote contrary to the position recommended by a majority of
the Board of Directors on Proposal One will be voted against adjournment as to
that proposal.
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.
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, 2001. 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.
ELECTION OF DIRECTORS
(PROPOSAL ONE)
At the Meeting, shareholders will be asked to elect three (3) directors to
the Fund's Board of Directors. The Board of Directors of the Fund, including the
directors who are not interested persons of the Fund, upon the recommendation of
the Fund's Nominating Committee (which is composed entirely of directors who are
not interested persons of the Fund), has nominated C. Warren Ormerod to serve as
a Class I director to hold office until the Annual Meeting of Stockholders in
2003, and Winthrop S. Jessup and George W. Grosz to serve as Class III directors
to hold office until the Annual Meeting of Stockholders in 2005, or thereafter
in each case when their respective successors are duly elected and qualified. It
is the intention of the persons named in the accompanying proxy card to vote in
favor of election of Messrs. Jessup, Grosz and Ormerod.
Pursuant to the Charter and By-Laws of the Fund, the Board of Directors is
divided into three classes, as nearly equal in number as possible. Each
director, after a transition period, serves for three years with one class being
elected each year. Each year the term of office of one class will expire. The
Board of Directors is currently comprised of six directors, whose class and term
of office are as follows: Class I: Messrs. Kenneth F. Herlihy and C. Warren
Ormerod -- term expires in 2003; Class II: Messrs. Bernard P. Schaffer and Kevin
A. Melich -- term expires in 2004; and Class III: Messrs. Winthrop S. Jessup and
George W. Grosz -- term expires in 2002. All of the current members of the Board
of Directors except for Mr. Ormerod have previously been elected by the Fund's
shareholders.
Two of the directors, Messrs. Jessup and Grosz, are standing for
re-election by shareholders to serve as Class III directors until the Fund's
2005 Annual Meeting of Shareholders and until their respective successors have
been elected and qualified. Mr. Ormerod is standing for election by shareholders
to serve as a Class I director until the Fund's 2003 Annual Meeting of
Shareholders and until his successor has been elected and qualified. Mr. Ormerod
was appointed to the Board on October 17, 2001 by the Board of Directors, acting
upon the recommendation of the Nominating Committee, to fill a newly created
vacancy resulting from an increase in the size of the Board. Pursuant to the
By-Laws of the Fund, Mr. Ormerod must be elected by the shareholders of the Fund
at the Fund's next annual meeting. Each nominee has indicated his intention to
continue to serve if elected and has consented to being named in the Proxy
Statement. The Board of Directors of the Fund knows of no reason why any of
these nominees will be unable to serve, but in the event of any such inability,
the proxies received will be voted for such substituted nominees as the Board of
Directors may recommend.
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
22, 2002 and, if such occurs, any such notice must be received by the Fund on or
before April 1, 2002.
2
Certain information concerning the Fund's directors, including the nominees
for election as directors, is set forth below.
DOLLAR RANGE OF
POSITION(S) HELD WITH THE FUND; YEAR TERM SHARES HELD IN THE
PRINCIPAL OCCUPATIONS AS A FUND AS OF
NAME, (AGE) AND DURING PAST FIVE YEARS; DIRECTOR DIRECTOR DECEMBER 31,
ADDRESS OF DIRECTOR(1) OTHER DIRECTORSHIPS WILL EXPIRE SINCE 2001(2)
---------------------- ------------------------------- ----------- -------- ------------------
DISINTERESTED DIRECTORS
C. Warren Ormerod (65)......... Director of the Fund; Chairman Class I 2001 $-0-
and Managing Director, (2003++)
NorthStar Asset Management
(since 2000); Managing Partner,
Stratton Management Company
(1992-2000); Executive Vice
President, Continental Bancorp
(1968-1992).
George W. Grosz (64)........... Director of the Fund; Class III 2000 Over $100,000
Consultant (since 1996); (2005++)
President and CEO of Meridian
Asset Management Co
(1994-1996); Director, FBR
Family of Funds (1998-2001);
Director, FBR National Bank &
Trust Company (since 2001);
Director, Guardian Trust
Company FSB (a wholly owned
subsidiary of Guardian Life
Insurance Company of America)
(since 1999).
Kenneth F. Herlihy (73)........ Director of the Fund; Sculptor, Class I 1998 $-0-
who has worked independently (2003)
since his retirement from the
mutual fund industry in 1987.
INTERESTED DIRECTORS*
Winthrop S. Jessup (56)........ Chairman of the Board, Class III 1998 $10,001-$50,000
President and Director of the (2005++)
Fund (since 1998); Partner,
Chartwell Investment Partners,
L.P. and Chartwell G.P., Inc.
(since 1997); and various
positions with Delaware
Management Company, Inc. and
certain affiliated companies,
most recently the positions of
Executive Vice President and
Director (1977 to 1997);
Director, Georgia Banking
Company (since 1998).
3
DOLLAR RANGE OF
POSITION(S) HELD WITH THE FUND; YEAR TERM SHARES HELD IN THE
PRINCIPAL OCCUPATIONS AS A FUND AS OF
NAME, (AGE) AND DURING PAST FIVE YEARS; DIRECTOR DIRECTOR DECEMBER 31,
ADDRESS OF DIRECTOR(1) OTHER DIRECTORSHIPS WILL EXPIRE SINCE 2001(2)
---------------------- ------------------------------- ----------- -------- ------------------
Bernard P. Schaffer (57)....... Director and Vice President of Class II 1998 $10,001-$50,000
the Fund (since 1998); Partner (2004)
and Portfolio Manager of
Chartwell Investment Partners,
L.P. and Partner of Chartwell
G.P., Inc. (since 1997);
Portfolio Manager of Delaware
Investment Advisers, a division
of Delaware Management Company,
Inc. (1990 to 1997); Senior
Vice President of Prudential
Securities (1988 until 1990);
and Associate Managing
Director, Wertheim Schroder &
Co. (1978-1988).
Kevin A. Melich (59)........... Director and Vice President of Class II 1998 $10,001-$50,000
the Fund (since 1998); Managing (2004)
Partner and Portfolio Manager
of Chartwell Investment
Partners, L.P. and of Chartwell
G.P., Inc. (since 1997);
Portfolio Manager of Delaware
Investment Advisers, a division
of Delaware Management Company,
Inc. (1983 to 1997); and Vice
President, A.B. Laffer
Associates (economics
consulting firm) (1981-1983).
---------------
* These directors are considered to be "interested persons" of the Fund as
defined in the Investment Company Act of 1940 because they are partners in
the investment adviser (Chartwell Investment Partners, L.P.) and are
officers of the Fund.
++ If elected or re-elected at the Meeting.
(1) Each director may be contacted by writing to the director, c/o Chartwell
Investment Partners, 1235 Westlakes Drive, Suite 330, Berwyn, Pennsylvania
19312, Attn: G. Gregory Hagar.
(2) The information concerning the dollar value of shares beneficially owned by
each director is based on statements furnished to the Fund by each
director. All shares represented in this table are owned with sole voting
and investment power. The Fund is not part of a family of investment
companies. None of the disinterested directors or their family members
owned beneficially or of record any securities of the Fund's investment
adviser or any person directly or indirectly controlling, controlled by, or
under common control with the investment adviser.
Officers of the Fund
The following table shows certain information about the officers of the
Fund. 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.
NAME, (AGE) POSITION(S) HELD WITH
AND ADDRESS OF OFFICER THE FUND* PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
---------------------- --------------------- ----------------------------------------------
Winthrop S. Jessup (56)................... Chairman of the See biography above.
1235 Westlakes Drive, Suite 330 Board, President and
Berwyn, Pennsylvania 19312 Director (since 1998)
4
NAME, (AGE) POSITION(S) HELD WITH
AND ADDRESS OF OFFICER THE FUND* PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
---------------------- --------------------- ----------------------------------------------
Bernard P. Schaffer (57).................. Vice President and See biography above.
1235 Westlakes Drive, Suite 330 Director (since 1998)
Berwyn, Pennsylvania 19312
Kevin A. Melich (59)...................... Vice President and See biography above.
1235 Westlakes Drive, Suite 330 Director (since 1998)
Berwyn, Pennsylvania 19312
Timothy J. Riddle (46).................... Vice President and Partner of Chartwell Investment Partners L.P.
1235 Westlakes Drive, Suite 330 Treasurer (since and of Chartwell G.P., Inc. (since 1997); and
Berwyn, Pennsylvania 19312 1998) Senior Vice President in Client Services for
Delaware Investment Advisers, a division of
Delaware Management Company, Inc. (1986 to
1997).
G. Gregory Hagar (33)..................... Vice President (since Partner, Chief Financial Officer of Chartwell
1235 Westlakes Drive, Suite 330 1998) Investment Partners L.P. (since 1997);
Berwyn, Pennsylvania 19312 National Accounting and System Adviser of
Commonwealth Land Title Insurance Company
(1996-1997); and Supervisor of the Financial
Services Group of Hemming Morse CPAs and
Consultants (1992-1996).
Leslie M. Varrelman (42).................. Vice President (since Director of Fixed Income for Chartwell
1235 Westlakes Drive, Suite 330 1998) Investment Partners L.P. (since 1997); Vice
Berwyn, Pennsylvania 19312 President of Meridian Investment Company
(1994-1997); and Vice President and Portfolio
Manager of CoreStates Investment Advisers
(1981-1994).
Michael P. Malloy (42).................... Secretary (since Partner in the law firm of Drinker Biddle &
One Logan Square 1998) Reath LLP (since 1993).
18th and Cherry Streets
Philadelphia, Pennsylvania 19103
Maria E. Pollack (56)..................... Assistant Secretary Director of Client Administration for
1235 Westlakes Drive, Suite 330 (since 1998) Chartwell Investment Partners L.P. (since
Berwyn, Pennsylvania 19312 1997); and various positions with Delaware
Investment Advisers, a division of Delaware
Management Company, Inc., most recently the
position of Assistant Vice President (1982 to
1997).
---------------
* Each individual listed above has served as an officer of the Fund since its
inception and was initially elected at the organizational meeting of the Board
of Directors of the Fund on June 16, 1998.
Stock Ownership
To the knowledge of the Fund's management, as of the Record Date, the
current directors and officers of the Fund owned, as a group, less than 1% of
the outstanding shares of the Fund. As of this date, no person, to the knowledge
of the Fund's management, owned beneficially more than 5% of the voting shares
of the Fund.
5
Compensation of Directors
No officer or director of the Fund who is also a director, officer or
employee of the investment adviser or its affiliates received any remuneration
from the Fund during 2001. The other directors taken as a group were either paid
or had accrued directors' fees for the fiscal year ended November 30, 2001 in
the aggregate amount of $12,250. 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.
Each non-interested director of the Fund is reimbursed for reasonable travel and
out-of-pocket expenses associated with attending Board and committee 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, 2001 for
services rendered as the Fund's legal counsel.
The following table provides information concerning the compensation paid
by the Fund to directors for services rendered during the Fund's fiscal year
ended November 30, 2001. The Fund has no bonus, profit sharing, pension or
retirement plans.
COMPENSATION TABLE
PENSION OR
RETIREMENT TOTAL
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL COMPENSATION
COMPENSATION AS PART OF FUND BENEFITS UPON FROM FUND PAID
NAME OF PERSON FROM FUND EXPENSES RETIREMENT TO DIRECTORS*
-------------- ------------ ---------------- ---------------- --------------
George W. Grosz..................... $5,250 $-0- $-0- $5,250
Kenneth F. Herlihy.................. $5,750 $-0- $-0- $5,750
Winthrop S. Jessup.................. $ -0- $-0- $-0- $ -0-
Kevin A. Melich..................... $ -0- $-0- $-0- $ -0-
C. Warren Ormerod**................. $1,250 $-0- $-0- $1,250
Bernard P. Schaffer................. $ -0- $-0- $-0- $ -0-
---------------
* The Fund is not part of a Fund Complex.
** Mr. Ormerod was appointed to the Board of Directors on October 17, 2001.
Committees and Board of Directors' Meetings
The Fund has a standing Audit Committee of the Board comprised entirely of
directors who are not "interested persons" of the Fund, the Fund's investment
adviser or their affiliates within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"). In addition, all members of the Audit
Committee are "independent" as defined in the New York Stock Exchange applicable
listing standards, and each member is financially literate with at least one
having accounting or financial management expertise. Currently, Messrs. Herlihy,
Grosz and Ormerod serve as members of the Audit Committee. The Audit Committee
held one meeting during the fiscal year ended November 30, 2001. The Fund has
adopted a written Audit Committee Charter.
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 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 Fund also has a standing Nominating Committee of the Board comprised
entirely of directors who are not "interested persons" of the Fund, the Fund's
investment adviser or their affiliates for purposes of the 1940 Act. The
Nominating Committee is responsible for considering candidates for election to
the Board of
6
the Fund in the event a position is vacated or created. The Nominating Committee
will consider nominees recommended by the Fund's shareholders if a vacancy were
to exist. Shareholders who wish to recommend a nominee should send a written
request addressed to the Secretary of the Fund which includes biographical data
and sets forth the qualifications of the proposed nominee. The current members
of the Nominating Committee are Messrs. Herlihy, Grosz and Ormerod. The
Nominating Committee held one meeting during the fiscal year ended November 30,
2001. The Fund has no compensation committee of the Board of Directors or any
committee performing similar functions.
The Board of Directors formally created a standing Valuation Committee of
the Board on January 23, 2002. The Valuation Committee is authorized to act for
the Board of Directors in connection with the valuation of portfolio securities
held by the Fund in accordance with the Fund's valuation procedures. Messrs.
Jessup, Schaffer and Melich serve on the Valuation Committee. The Valuation
Committee did not exist, and therefore did not meet, during the Fund's fiscal
year most recently ended.
During the Fund's last fiscal year, the Board of Directors held four
regularly scheduled meetings. For the fiscal year ended November 30, 2001, each
of the directors then in office attended at least 75% of the total number of
meetings of the Board of Directors and of all Committees of the Board held
during the period on which he served.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES TO SERVE AS A DIRECTOR OF THE FUND.
AUDIT COMMITTEE REPORT
AND AUDITOR FEES
Report of the Audit Committee
At a meeting held on January 23, 2002, the Board of Directors of the Fund,
including a majority of the directors who are not "interested persons" of the
Fund for purposes of the 1940 Act, acting upon the recommendation of the Audit
Committee, selected PricewaterhouseCoopers LLP as independent auditors to
examine the financial statements of the Fund for the fiscal year ending November
30, 2002. The Audit Committee has received the written disclosures and the
letter from PricewaterhouseCoopers LLP required by Independence Standards Board
No. 1 and has discussed with PricewaterhouseCoopers LLP their independence with
respect to the Fund. The Fund knows of no direct financial or material indirect
interest of PricewaterhouseCoopers LLP in the Fund.
The Fund's financial statements for the fiscal year ended November 30, 2001
were audited by PricewaterhouseCoopers LLP. The Audit Committee has reviewed and
discussed the Fund's audited financial statements with management of the Fund.
The Audit Committee has further discussed with PricewaterhouseCoopers LLP the
matters (such as the quality of the Fund's accounting principals and internal
controls) required to be discussed by Statement of Accounting Standards No. 61.
Based on the foregoing review and discussions, the Audit Committee recommended
to the Board of Directors (and the Board approved) that the audited financial
statements be included in the Fund's annual report for the Fund's fiscal year
ended November 30, 2001.
Kenneth F. Herlihy, Chairman of the
Audit Committee
George W. Grosz, Member of the
Audit Committee
C. Warren Ormerod, Member of the
Audit Committee
7
Audit Fees
The aggregate fees paid to PricewaterhouseCoopers LLP for the Fund's most
recent fiscal year for the audit of the Fund's annual financial statements and
the review of financial statements included in the Fund's reports to
stockholders was $34,125.
Financial Information Systems Design and Implementation Services
There were no professional services rendered by PricewaterhouseCoopers LLP
to the Fund, the investment adviser or affiliated entities that provide services
to the Fund for the fiscal year ended November 30, 2001 relating to financial
design and implementation.
All Other Fees
The aggregate fees billed for professional services rendered by
PricewaterhouseCoopers LLP for all other services to the Fund, the Fund's
investment adviser and affiliated entities that provide services to the Fund
amounted to $24,100. Non-audit services consisted of preparation of the Fund's
federal income, federal excise and applicable state tax returns, review of the
Fund's status under Subchapter M of the Internal Revenue Code of 1986 and
agreed-upon procedures for rating agencies to verify compliance with asset
maintenance tests with respect to the Fund's commercial paper program. In
recommending the approval of PricewaterhouseCoopers LLP as the Fund's
independent auditors, the Audit Committee determined that the provision of
non-audit services by PricewaterhouseCoopers LLP to the Fund was compatible with
maintaining PricewaterhouseCoopers LLP's independence.
In reliance on Rule 32a-4 under the 1940 Act, the Fund is not seeking
shareholder ratification of the selection of its independent auditors.
Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the Meeting but have been given the opportunity to make a statement if they so
desire and will be available by telephone should any matter arise requiring
their presence.
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 22, 2002, and,
if such occurs, any such notice must be received by the Fund on or before April
1, 2002.
ADDITIONAL INFORMATION
Investment Adviser and Administrator
Chartwell Investment Partners, L.P. serves as investment adviser for the
Fund and is located at 1235 Westlakes Drive, Suite 330, Berwyn, Pennsylvania
19312. 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
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
and Section 30(h) of the 1940 Act in combination require the Fund's directors,
officers, investment adviser, affiliates of the investment adviser, and persons
who beneficially own more than 10% of the Fund's outstanding securities
("Reporting Persons"), to file reports of ownership and changes in ownership
with the Securities and Exchange
8
Commission (the "SEC") and the New York Stock Exchange. Such persons are
required by SEC regulations to furnish the Fund with copies of all such filings.
Based solely on a review of the copies of these reports furnished to the Fund
and representations that no other reports were required to be filed, the Fund
believes that its Reporting Persons complied with the applicable filing
requirements during the fiscal year ended November 30, 2001.
Stockholder Proposals -- 2003 Annual Meeting
A Stockholder who intends to present a proposal which relates to a proper
subject for Stockholder action at the 2003 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 23, 2002. Any such
proposals, as well as any questions relating thereto, should be directed to the
Fund to the attention of its President.
March 22, 2002
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
9
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 24, 2002 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 matter, and upon any other matter which
may properly come before the Annual Meeting, at their discretion.
1. ELECTION OF DIRECTORS:
Class One Director
(term expires 2003):
C. Warren Ormerod
Class Three Directors
(term expires 2005):
Winthrop S. Jessup
George W. Grosz
____ FOR all nominees listed above
____ 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.)
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF ALL
NOMINEES.
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 ALL NOMINEES IN PROPOSAL 1. 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.