CWF Chartwell Dividend And Income Fund Common Stock

 CHARTWELL DIVIDEND & INCOME FUND, INC.

 PROPOSAL PROPOSED BY MGT. POSITION REGISTRANT VOTED

APOLLO INVESTMENT CORPORATION

 TICKER: AINV CUSIP: 03761U106

 Meeting Date: 08/05/08 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For

 3 Authorize Company To Sell Shares Below Net Asset Value Management For Voted - For

STAR ASIA FIN LTD

 CUSIP: 855082103

 Meeting Date: 09/11/08 Meeting Type: Special

 Meeting for ADR Holders

 1 The Company Be And Is Hereby Authorised To Take All

 Actions Necessary To Effect A Reverse Share Split Of All

 Outstanding Ordinary Shares Of The Company

 ( Ordinary Shares ) In A Ratio Of Ten Ordinary Shares

 To One Ordinary Share Management For Voted - Against

 2 Prior To The Admission Of The Company's Ordinary

 Shares To Trading On Euronext Or Any Other Exchange

 (Admission) (But, For The Avoidance Of Doubt, Not

 Immediately Thereafter) Management For Voted - Against

 3 Following Admission, The Company Be And Is Hereby

 Authorised, To Make One Or More Market Purchases

 Of The Ordinary Shares Using Any Unused Portion Of

 The Net Proceeds, If Any, Of The Rights Offering Of

 Up To 55,200,200 Ordinary Shares Management For Voted - Against

FREESEAS INC

 TICKER: FREE CUSIP: Y26496102

 Meeting Date: 11/14/08 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 To Approve An Amendment To The Company's Articles Of

 Incorporation To Increase The Number Of Authorized Shares

 Of Common Stock And To Increase The Number Of

 Authorized Shares Of Preferred. Management For Voted - Against

 3 Ratification Of The Appointment Of PriceWaterhouseCoopers

 S.A. As The Company's Independent Registered Public

 Accounting Firm For The Fiscal Year Ending

 December 31, 2008. Management For Voted - For

BANK OF AMERICA CORP.

 TICKER: BAC CUSIP: 060505104

 Meeting Date: 12/05/08 Meeting Type: Special

 1 Issue Shares In Connection With Acquisition Management For Voted - For





2

CHARTWELL DIVIDEND & INCOME FUND, INC.









 PROPOSAL PROPOSED BY MGT. POSITION REGISTRANT VOTED

 2 Amend Omnibus Stock Plan Management For Voted - For

 3 Increase Authorized Common Stock Management For Voted - For

 4 Adjourn Meeting Management For Voted - For

ENERGY TRANSFER PARTNERS L P

 TICKER: ETP CUSIP: 29273R109

 Meeting Date: 12/16/08 Meeting Type: Annual

 1 Approval Of The Terms Of The Energy Transfer Partners, L.P.

 2008 Long-Term Incentive Plan Management For Voted - For

GENERAL MARITIME CORP.

 TICKER: GMR CUSIP: Y2692M103

 Meeting Date: 12/16/08 Meeting Type: Special

 1 Adoption Of Agreement And Plan Of Merger And

 Amalgamation, Dated As Of August 5, 2008, By And

 Among Arlington Tankers Ltd., Galileo Holding

 Corporation, Archer Amalgamation Limited, Galileo

 Merger Corporation And General Maritime Corporation. Management For Voted - For

 2 Approval Of Any Adjournments Or Postponements Of The

 Special Meeting, If Necessary, To Permit Further

 Solicitation Of Proxies If There Are Not Sufficient Votes

 At The Time Of The Special Meeting To Adopt The

 Agreement Described Above As Item 1. Management For Voted - For

PPG INDUSTRIES, INC.

 TICKER: PPG CUSIP: 693506107

 Meeting Date: 04/16/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For

GENERAL ELECTRIC CO.

 TICKER: GE CUSIP: 369604103

 Meeting Date: 04/22/09 Meeting Type: Annual

 1 Elect Directors Management For Split

 1.1 Elect Director James I. Cash, Jr. Management For Voted - For

 1.2 Elect Director William M. Castell Management For Voted - For

 1.3 Elect Director Ann M. Fudge Management For Voted - For

 1.4 Elect Director Susan Hockfield Management For Voted - For

 1.5 Elect Director Jeffrey R. Immelt Management For Voted - For

 1.6 Elect Director Andrea Jung Management For Voted - For

 1.7 Elect Director Alan G. (A.G.) Lafley Management For Voted - Against

 1.8 Elect Director Robert W. Lane Management For Voted - For

 1.9 Elect Director Ralph S. Larsen Management For Voted - For





3

CHARTWELL DIVIDEND & INCOME FUND, INC.









 PROPOSAL PROPOSED BY MGT. POSITION REGISTRANT VOTED

 1.10 Elect Director Rochelle B. Lazarus Management For Voted - For

 1.11 Elect Director James J. Mulva Management For Voted - For

 1.12 Elect Director Sam Nunn Management For Voted - For

 1.13 Elect Director Roger S. Penske Management For Voted - Against

 1.14 Elect Director Robert J. Swieringa Management For Voted - For

 1.15 Elect Director Douglas A. Warner III Management For Voted - For

 2 Ratify Auditors Management For Voted - For

 3 Provide For Cumulative Voting Shareholder Against Voted - For

 4 Advisory Vote To Ratify Named Executive Officers'

 Compensation Shareholder Against Voted - For

 5 Evaluate The Potential Conversion Of The Corporation's

 Business Units Into Four Or More Public Corporations

 And Distribute New Shares Shareholder Against Voted - Against

 6 Adopt Policy To Cease The Payments Of Dividends Or

 Equivalent Payments To Senior Executives For Shares

 Not Owned Shareholder Against Voted - For

 7 Submit Severance Agreement (Change In Control) To

 Shareholder Vote Shareholder Against Voted - For

PFIZER INC.

 TICKER: PFE CUSIP: 717081103

 Meeting Date: 04/23/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For

 3 Amend Omnibus Stock Plan Management For Voted - For

 4 Limit/Prohibit Executive Stock-Based Awards Shareholder Against Voted - Against

 5 Advisory Vote To Ratify Named Executive Officers'

 Compensation Shareholder Against Voted - For

 6 Provide For Cumulative Voting Shareholder Against Voted - For

 7 Amend Bylaws -- Call Special Meetings Shareholder Against Voted - For

ABBOTT LABORATORIES

 TICKER: ABT CUSIP: 002824100

 Meeting Date: 04/24/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Approve Omnibus Stock Plan Management For Voted - For

 3 Approve Nonqualified Employee Stock Purchase Plan Management For Voted - For

 4 Ratify Auditors Management For Voted - For

 5 Report On Animal Testing Shareholder Against Voted - Against

 6 Adopt Principles For Health Care Reform Shareholder Against Voted - Against

 7 Advisory Vote To Ratify Named Executive Officers'

 Compensation Shareholder Against Voted - For





4

 CHARTWELL DIVIDEND & INCOME FUND, INC.

 PROPOSAL PROPOSED BY MGT. POSITION REGISTRANT VOTED

AT&T INC

 TICKER: T CUSIP: 00206R102

 Meeting Date: 04/24/09 Meeting Type: Annual

 1 Elect Directors Management For Split

 1.1 Elect Director Randall L. Stephenson Management For Voted - For

 1.2 Elect Director William F. Aldinger III Management For Voted - Against

 1.3 Elect Director Gilbert F. Amelio Management For Voted - Against

 1.4 Elect Director Reuben V. Anderson Management For Voted - For

 1.5 Elect Director James H. Blanchard Management For Voted - Against

 1.6 Elect Director August A. Busch III Management For Voted - For

 1.7 Elect Director Jaime Chico Pardo Management For Voted - For

 1.8 Elect Director James P. Kelly Management For Voted - For

 1.9 Elect Director Jon C. Madonna Management For Voted - For

 1.10 Elect Director Lynn M. Martin Management For Voted - For

 1.11 Elect Director John B. McCoy Management For Voted - For

 1.12 Elect Director Mary S. Metz Management For Voted - For

 1.13 Elect Director Joyce M. Roch Management For Voted - For

 1.14 Elect Director Laura D Andrea Tyson Management For Voted - For

 1.15 Elect Director Patricia P. Upton Management For Voted - Against

 2 Ratify Auditors Management For Voted - For

 3 Increase Authorized Common Stock Management For Voted - For

 4 Report On Political Contributions Shareholder Against Voted - For

 5 Amend Articles/Bylaws/Charter -- Call Special Meetings Shareholder Against Voted - For

 6 Provide For Cumulative Voting Shareholder Against Voted - For

 7 Require Independent Board Chairman Shareholder Against Voted - For

 8 Advisory Vote To Ratify Named Executive Officers'

 Compensation Shareholder Against Voted - For

 9 Exclude Pension Credits From Earnings Performance

 Measure Shareholder Against Voted - For

HONEYWELL INTERNATIONAL, INC.

 TICKER: HON CUSIP: 438516106

 Meeting Date: 04/27/09 Meeting Type: Annual

 1 Elect Directors Management For Split

 1.1 Elect Director Gordon M. Bethune Management For Voted - Against

 1.2 Elect Director Jaime Chico Pardo Management For Voted - For

 1.3 Elect Director David M. Cote Management For Voted - For

 1.4 Elect Director D. Scott Davis Management For Voted - For

 1.5 Elect Director Linnet F. Deily Management For Voted - For

 1.6 Elect Director Clive R. Hollick Management For Voted - Against

 1.7 Elect Director George Paz Management For Voted - For

 1.8 Elect Director Bradley T. Sheares Management For Voted - Against

 1.9 Elect Director John R. Stafford Management For Voted - Against

 1.10 Elect Director Michael W. Wright Management For Voted - For

 2 Ratify Auditors Management For Voted - For

 3 Provide For Cumulative Voting Shareholder Against Voted - For

 4 Adopt Principles For Health Care Reform Shareholder Against Voted - Against





5

CHARTWELL DIVIDEND & INCOME FUND, INC.









 PROPOSAL PROPOSED BY MGT. POSITION REGISTRANT VOTED

 5 Advisory Vote To Ratify Named Executive Officers'

 Compensation Shareholder Against Voted - For

 6 Adopt Anti Gross-Up Policy Shareholder Against Voted - For

 7 Amend Bylaws-- Call Special Meetings Shareholder Against Voted - For

INTERNATIONAL BUSINESS MACHINES CORP.

 TICKER: IBM CUSIP: 459200101

 Meeting Date: 04/28/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For

 3 Approve Executive Incentive Bonus Plan Management For Voted - For

 4 Provide For Cumulative Voting Shareholder Against Voted - For

 5 Review Executive Compensation Shareholder Against Voted - For

 6 Advisory Vote To Ratify Named Executive Officers'

 Compensation Shareholder Against Voted - For

METLIFE, INC

 TICKER: MET CUSIP: 59156R108

 Meeting Date: 04/28/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Amend Omnibus Stock Plan Management For Voted - For

 3 Ratify Auditors Management For Voted - For

OCCIDENTAL PETROLEUM CORP.

 TICKER: OXY CUSIP: 674599105

 Meeting Date: 05/01/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - Against

 2 Ratify Auditors Management For Voted - For

 3 Provide Right To Call Special Meeting Management For Voted - For

 4 Report On Host Country Social And Environmental Laws Shareholder Against Voted - Against

B&G FOODS, INC.

 TICKER: BGS CUSIP: 05508R106

 Meeting Date: 05/05/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For





6

 CHARTWELL DIVIDEND & INCOME FUND, INC.

 PROPOSAL PROPOSED BY MGT. POSITION REGISTRANT VOTED

HATTERAS FINANCIAL CORP.

 TICKER: HTS CUSIP: 41902R103

 Meeting Date: 05/06/09 Meeting Type: Annual

 1 Elect Directors Management For Split

 1.1 Elect Director Michael R. Hough Management For Voted - For

 1.2 Elect Director Benjamin M. Hough Management For Voted - For

 1.3 Elect Director David W. Berson Management For Voted - For

 1.4 Elect Director Ira G. Kawaller Management For Voted - Withhold

 1.5 Elect Director Jeffrey D. Miller Management For Voted - For

 1.6 Elect Director Thomas D. Wren Management For Voted - For

 2 Ratify Auditors Management For Voted - For

PEPSICO, INC.

 TICKER: PEP CUSIP: 713448108

 Meeting Date: 05/06/09 Meeting Type: Annual

 1 Elect Director S.L. Brown Management For Voted - For

 2 Elect Director I.M. Cook Management For Voted - For

 3 Elect Director D. Dublon Management For Voted - For

 4 Elect Director V.J. Dzau Management For Voted - For

 5 Elect Director R.L. Hunt Management For Voted - For

 6 Elect Director A. Ibarguen Management For Voted - For

 7 Elect Director A.C. Martinez Management For Voted - For

 8 Elect Director I.K. Nooyi Management For Voted - For

 9 Elect Director S.P. Rockefeller Management For Voted - For

 10 Elect Director J.J. Schiro Management For Voted - Against

 11 Elect Director L.G. Trotter Management For Voted - For

 12 Elect Director D.Vasella Management For Voted - For

 13 Elect Director M.D. White Management For Voted - For

 14 Ratify Auditors Management For Voted - For

 15 Amend Executive Incentive Bonus Plan Management For Voted - For

 16 Report On Recycling Shareholder Against Voted - Against

 17 Report On Genetically Engineered Products Shareholder Against Voted - Against

 18 Report On Charitable Contributions Shareholder Against Voted - Against

 19 Advisory Vote To Ratify Named Executive Officers'

 Compensation Shareholder Against Voted - For

VERIZON COMMUNICATIONS

 TICKER: VZ CUSIP: 92343V104

 Meeting Date: 05/07/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For

 3 Advisory Vote To Ratify Named Executive Officers'

 Compensation Management For Voted - For

 4 Approve Omnibus Stock Plan Management For Voted - For

 5 Approve Executive Incentive Bonus Plan Management For Voted - For





7

CHARTWELL DIVIDEND & INCOME FUND, INC.









 PROPOSAL PROPOSED BY MGT. POSITION REGISTRANT VOTED

 6 Prohibit Executive Stock-Based Awards Shareholder Against Voted - Against

 7 Amend Articles/Bylaws/Charter -- Call Special Meetings Shareholder Against Voted - For

 8 Require Independent Board Chairman Shareholder Against Voted - Against

 9 Provide For Cumulative Voting Shareholder Against Voted - For

 10 Adopt A Policy In Which The Company Will Not Make Or

 Promise To Make Any Death Benefit Payments To Senior

 Executives Shareholder Against Voted - For

3M CO

 TICKER: MMM CUSIP: 88579Y101

 Meeting Date: 05/12/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For

 3 Amend Bylaws-- Call Special Meetings Shareholder Against Voted - For

 4 Stock Retention/Holding Period Shareholder Against Voted - For

COPANO ENERGY LLC

 TICKER: CPNO CUSIP: 217202100

 Meeting Date: 05/14/09 Meeting Type: Annual

 1.1 Elect Director James G. Crump Management For Voted - For

 1.2 Elect Director Ernie L. Danner Management For Voted - For

 1.3 Elect Director John R. Eckel, Jr. Management For Voted - For

 1.4 Elect Director Scott A. Griffiths Management For Voted - For

 1.5 Elect Director Michael L. Johnson Management For Voted - For

 1.6 Elect Director T. William Porter Management For Voted - For

 1.7 Elect Director William L. Thacker Management For Voted - For

 2 Amend Omnibus Stock Plan Management For Voted - For

 3 Ratify Auditors Management For Voted - For

FRONTIER COMMUNICATIONS CORP.

 TICKER: FTR CUSIP: 35906A108

 Meeting Date: 05/14/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Approve Omnibus Stock Plan Management For Voted - For

 3 Advisory Vote To Ratify Named Executive Officers'

 Compensation Shareholder Against Voted - For

 4 Ratify Auditors Management For Voted - For





8

 CHARTWELL DIVIDEND & INCOME FUND, INC.

 PROPOSAL PROPOSED BY MGT. POSITION REGISTRANT VOTED

GENERAL MARITIME CORP.

 TICKER: GMR CUSIP: Y2693R101

 Meeting Date: 05/14/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Deloitte And Touche LLP As Auditors Management For Voted - For

SCHERING-PLOUGH CORP.

 TICKER: SGP CUSIP: 806605101

 Meeting Date: 05/18/09 Meeting Type: 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 Amend Articles/Bylaws/Charter -- Call Special Meetings Shareholder Against Voted - For

JPMORGAN CHASE & CO.

 TICKER: JPM CUSIP: 46625H100

 Meeting Date: 05/19/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For

 3 Advisory Vote To Ratify Named Executive Officers'

 Compensation Management For Voted - For

 4 Disclose Prior Government Service Shareholder Against Voted - Against

 5 Provide For Cumulative Voting Shareholder Against Voted - For

 6 Amend Articles/Bylaws/Charter -- Call Special Meetings Shareholder Against Voted - For

 7 Report On Predatory Lending Policies Shareholder Against Voted - Against

 8 Amend Key Executive Performance Plan Shareholder Against Voted - For

 9 Stock Retention/Holding Period Shareholder Against Voted - For

 10 Prepare Carbon Principles Report Shareholder Against Voted - Against

ACE LTD.

 TICKER: ACE CUSIP: H0023R105

 Meeting Date: 05/20/09 Meeting Type: Annual

 1 Election Of Director: Michael G. Atieh Management For Voted - Against

 2 Election Of Director: Mary A. Cirillo Management For Voted - For

 3 Election Of Director: Bruce L. Crockett Management For Voted - Against

 4 Election Of Director: Thomas J. Neff Management For Voted - Against

 5 Approval Of The Annual Report Management For Voted - For

 6 Approval Of The Statutory Financial Statements Of

 Ace Limited Management For Voted - For

 7 Approval Of The Consolidated Financial Statements Management For Voted - For

 8 Allocation Of Disposable Profit Management For Voted - For

 9 Discharge Of The Board Of Directors Management For Voted - For





9

CHARTWELL DIVIDEND & INCOME FUND, INC.









 PROPOSAL PROPOSED BY MGT. POSITION REGISTRANT VOTED

 10 Amendment Of Articles Of Association Relating To

 Special Auditor Management For Voted - For

 11 Election Of PriceWaterhouseCoopers Ag (Zurich) As Our

 Statutory auditor Until Our Next Annual Ordinary

 General Meeting Management For Voted - For

 12 Ratification Of Appointment Of Independent Registered

 Public accounting Firm PriceWaterhouseCoopers Llp Management For Voted - For

 13 Election Of Bdo Visura (Zurich) As Special Auditing Firm

 until Our Next Annual Ordinary General Meeting Management For Voted - For

 14 Approval Of The Payment Of A Dividend In The Form Of

 A distribution Through A Reduction Of The Par Value

 Of Our Shares Management For Voted - For

MFA FINANCIAL INC

 TICKER: MFA CUSIP: 55272X102

 Meeting Date: 05/21/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For

THE WILLIAMS COMPANIES, INC.

 TICKER: WMB CUSIP: 969457100

 Meeting Date: 05/21/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For

 3 Declassify The Board Of Directors Shareholder Against Voted - For

EXXON MOBIL CORP.

 TICKER: XOM CUSIP: 30231G102

 Meeting Date: 05/27/09 Meeting Type: 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 Amend Articles/Bylaws/Charter -- Call Special Meetings Shareholder Against Voted - For

 5 Reincorporate In Another State [From New Jersey To

 North Dakota] Shareholder Against Voted - Against

 6 Require Independent Board Chairman Shareholder Against Voted - For

 7 Advisory Vote To Ratify Named Executive Officers'

 Compensation Shareholder Against Voted - For

 8 Compare CEO Compensation To Average U.S. Per

 Capita Income Shareholder Against Voted - Against

 9 Review Anti-Discrimination Policy On Corporate

 Sponsorships And Executive Perks Shareholder Against Voted - Against

 10 Amend EEO Policy To Prohibit Discrimination Based On

 Sexual Orientation And Gender Identity Shareholder Against Voted - For

 11 Adopt Quantitative GHG Goals For Products And Operations Shareholder Against Voted - For





10

CHARTWELL DIVIDEND & INCOME FUND, INC.









 PROPOSAL PROPOSED BY MGT. POSITION REGISTRANT VOTED

 12 Report On Climate Change Impacts On Emerging Countries Shareholder Against Voted - Against

 13 Adopt Policy To Increase Renewable Energy Shareholder Against Voted - For

LIMITED BRANDS

 TICKER: LTD CUSIP: 532716107

 Meeting Date: 05/28/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For

 3 Amend Omnibus Stock Plan Management For Voted - For

 4 Declassify The Board Of Directors Management None Voted - For

ANNALY CAPITAL MANAGEMENT INC.

 TICKER: NLY CUSIP: 035710409

 Meeting Date: 05/29/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For

CATERPILLAR INC.

 TICKER: CAT CUSIP: 149123101

 Meeting Date: 06/10/09 Meeting Type: Annual

 1 Elect Directors Management For Voted - For

 2 Ratify Auditors Management For Voted - For

 3 Declassify The Board Of Directors Shareholder Against Voted - For

 4 Require A Majority Vote For The Election Of Directors Shareholder Against Voted - For

 5 Report On Foreign Military Sales Shareholder Against Voted - Against

 6 Adopt Simple Majority Vote Standard Shareholder Against Voted - For

 7 Limitation On Compensation Consultant Services Shareholder Against Voted - For

 8 Require Independent Board Chairman Shareholder Against Voted - For

 9 Report On Lobbying Priorities Shareholder Against Voted - Against

MCG CAPITAL CORP

 TICKER: MCGC CUSIP: 58047P107

 Meeting Date: 06/17/09 Meeting Type: Annual

 1 Elect Directors Management For Split

 1.1 Elect Director A. Hugh Ewing, III Management For Voted - Withhold

 1.2 Elect Director Kenneth J. O'Keefe Management For Voted - Withhold

 1.3 Elect Director Gavin Saitowitz Management For Voted - For

 2 Ratify Auditors Management For Voted - For

 3 Approve Sale Of Common Shares Below Net Asset Value Management For Voted - For

By: /s/ Winthrop S. Jessup President

Date: August 31, 2009