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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.
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(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:
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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.
- --------------------------------------------------------------------------------
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
-2-
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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 30, 2001
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 18, 2001, 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, 2000 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.
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CHARTWELL DIVIDEND AND INCOME FUND, INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
Wilmington, Delaware
March 30, 2001
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 18, 2001, at 8:30 a.m., for the following
purposes:
1. To elect two Class II Directors to serve until the 2004 Annual Meeting
of Stockholders or thereafter when their respective successors are
elected and qualified.
2. 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, 2001.
3. 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 21, 2001
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
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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 30, 2001
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 18,
2001, 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 21, 2001, the record date for determining the Stockholders
entitled to vote at the Meeting, there were outstanding 15,603,872 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 30, 2001 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, 2000. 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
The Fund's Board of Directors currently consists of five members. In
accordance with the Amended and Restated By-Laws of the Fund ("the By-Laws"),
the terms of the Fund's Board of Directors are staggered. The Board of Directors
is divided into three classes: Class I, Class II and Class III, each class
having a term of three years. Each year the term of office of one class expires.
At the Annual Meeting, stockholders will be asked to elect two Class II
Directors to hold office until the year 2004 Annual Meeting of Stockholders or
thereafter until their respective successors are duly elected and qualified. The
term of office of the Class III Directors, currently consisting of Messrs.
Jessup and Grosz, expires at the Annual Meeting of Stockholders in 2002 or
thereafter until their respective successors are duly
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elected and qualified. The term of office of the Class I Director, Mr. Herlihy,
expires at the Annual Meeting of Stockholders in 2003 or thereafter until his
successor is duly elected and qualified.
In order for any other persons to be nominated for election to the Board of
Directors at this Meeting, the By-Laws require the proposed nominee to notify
the Fund in writing by the tenth day following the day on which notice of the
Meeting is mailed and to provide such written information required by the
Secretary of the Fund. This Proxy Statement is expected to be mailed on March
30, 2001 and, if such occurs, any such notice must be received by the Fund on or
before April 9, 2001.
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
(the "1940 Act").
NOMINEES FOR CLASS II DIRECTORS -- To be elected for a term of three years until
the 2004 Annual Meeting.
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.;
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 56.
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 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 58.
OTHER DIRECTORS:
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 55.
Director of Georgia Banking Company.
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* These Directors are "interested persons" of the Fund as defined in the
Investment Company Act of 1940 because they are partners in the investment
manager (Chartwell Investment Partners, L.P.) and are Officers of the Fund.
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GEORGE W. GROSZ
187 St. Clair Circle, Berwyn, Pennsylvania 19312
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 63.
Director of FBR Family of Funds.
CLASS I DIRECTOR -- Term expires in the year 2003.
KENNETH F. HERLIHY
504 Woodland Court, Wayne, PA, 19087
Director of the Fund
Sculptor, who has worked independently since his retirement from mutual fund
management approximately ten years ago. Age 72.
Messrs. Jessup, Herlihy, Schaffer and Melich have served as Directors of
the Fund since its inception. They were elected by the initial stockholder of
the Fund on June 18, 1998.
No officer or Director of the Fund who is also a Director, officer or
employee of the Manager or any of its parents, received any remuneration from
the Fund during 2000. The other Directors taken as a group were either paid or
had accrued Directors' fees for the fiscal year ended November 30, 2000 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 regularly scheduled meetings and one special
meeting during the Fund's fiscal year ended November 30, 2000. Each Director
attended at least seventy-five (75%) percent of the aggregate number of the
Board and committee meetings held during the period in which he was a Director.
Drinker Biddle & Reath LLP, of which Michael P. Malloy, Secretary of the
Fund, is a partner, received fees during the year ended November 30, 2000 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, 2000:
COMPENSATION TABLE
PENSION OR
RETIREMENT TOTAL
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL COMPENSATION
COMPENSATION AS PART OF BENEFITS UPON FROM FUND
NAME OF PERSON FROM FUND FUND EXPENSES RETIREMENT PAID TO DIRECTORS
- -------------- ------------ ---------------- ---------------- -----------------
Winthrop S. Jessup.................... $-0- $-0- $-0- $-0-
Kenneth F. Herlihy.................... $5,500 $-0- $-0- $5,500
George S. Grosz....................... $5,250 $-0- $-0- $5,250
Bernard P. Schaffer................... $-0- $-0- $-0- $-0-
Kevin A. Melich....................... $-0- $-0- $-0- $-0-
The Fund has a Nominating Committee comprised of Messrs. Herlihy and Grosz.
The Nominating Committee is responsible for considering candidates for election
to the Board of the Fund in the event a position is vacated or created. The
Nominating Committee of the Fund met one time during the fiscal year ended
November 30, 2000, and all members of the Nominating Committee were present. The
Nominating Committee will consider nominees recommended by the Fund's
shareholders. Shareholders who wish to recommend a nominee should send
nominations to the Secretary of the Fund.
The Fund has a standing Audit Committee of the Board comprised of Messrs.
Herlihy and Grosz. Each member of the Audit Committee is independent and
financially literate. The Board expects to appoint a third
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member to the Audit Committee by June 14, 2001. The Fund's Board of Directors
has adopted a written charter for the Audit Committee which is attached to this
Proxy Statement as Exhibit A.
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 Audit Committee met one time during the fiscal year ended
November 30, 2000, and all members of the Audit Committee were present.
AUDIT COMMITTEE REPORT
Pursuant to a meeting of the Audit Committee on January 17, 2001, the
Fund's Audit Committee reports that it has: (i) reviewed and discussed the
Fund's audited financial statements with management; (ii) discussed with the
independent auditors 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; and (iii) received written confirmation from
PricewaterhouseCoopers that it is independent and written disclosures regarding
such independence as required by Independence Standards Board Standard No. 1,
and discussed with the auditors the auditors' independence. Based on the review
and discussions referred to in items (i) through (iii) above, 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, 2000.
The Audit Committee
Kenneth F. Herlihy
George W. Grosz
The Board of Directors recommends that Stockholders vote FOR the election
of Messrs. Schaffer and Melich as Class II Directors to serve until the 2004
Annual Meeting of Stockholders and until the election and qualification of their
successors.
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Stockholders are asked to act upon a proposal to ratify the appointment
by the Directors of PricewaterhouseCoopers LLP as the Fund's independent
auditors for the fiscal year ending November 30, 2001.
For the fiscal year ended November 30, 2000, 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. In recommending the approval of
PricewaterhouseCoopers LLP as the Fund's independent auditors, the Audit
Committee determined that the provision of tax-related services by
PricewaterhouseCoopers LLP to the Fund was compatible with maintaining
PricewaterhouseCoopers LLP's independence.
The following table sets forth the aggregate fees billed by the independent
auditors for the Fund's most recent fiscal year for professional services
rendered for: (i) the audit of the Fund's annual financial statements and the
review of financial statements included in the Fund's reports to stockholders
("Audit Fees"); (ii) financial information systems design and implementation
services provided to the Fund, its investment adviser and entities that control,
are controlled by or under common control with the investment adviser that
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provides services to the Fund ("Financial Information Systems Design"); and
(iii) all other services provided to the Fund, its investment adviser and
entities that control, are controlled by or under common control with the
investment adviser that provides services to the Fund ("Other Fees"):
AUDIT FEES FINANCIAL INFORMATION DESIGN FEES OTHER FEES
- ---------- --------------------------------- ----------
$32,500 -0- $23,000
Representatives of PricewaterhouseCoopers LLP are expected to be present by
telephone at the Meeting with the opportunity to make a statement, if they
desire to do so, and be able to respond to appropriate questions from
Stockholders.
The Board of Directors recommends that Stockholders vote FOR the
ratification of PricewaterhouseCoopers LLP as the Fund's independent auditors
for its fiscal year ending November 30, 2001.
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 are not votes cast and will have no effect on
either proposal. Broker "non-votes" (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as abstentions.
In the event that a quorum is not present at the Meeting or at any
adjournment thereof, or in the event that a quorum is present at the Meeting but
sufficient votes to approve any of the proposals are not received, the persons
named as proxies, or their substitutes, may propose and vote for one or more
adjournments of the Meeting to permit the further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the Meeting in person or by
proxy. If a quorum is present, the persons named as proxies will vote those
proxies which they are entitled to vote FOR any of the proposals in favor of
such adjournments, and will vote those proxies required to be voted AGAINST all
proposals against any such adjournments. A shareholder vote may be taken with
respect to the Fund on any of the (but not all) Proposals prior to any such
adjournment as to which sufficient votes have been received for approval.
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 30, 2001, and,
if such occurs, any such notice must be received by the Fund on or before April
9, 2001.
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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 45.
G. GREGORY HAGAR
Vice President of the Fund.
Partner, Chief Financial Officer 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 32.
LESLIE M. VARRELMAN
Vice President of the Fund.
Director of Fixed Income for Chartwell Investment Partners L.P. since 1997; from
1994 to 1997, Vice President of Meridian Investment Company; and from 1981 to
1994, Vice President and Portfolio Manager of CoreStates Investment Advisers.
Age 41.
MICHAEL P. MALLOY
Secretary of the Fund
Partner of the law firm of Drinker Biddle & Reath LLP, Philadelphia,
Pennsylvania. Age 41.
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 55.
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.
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SECURITY OWNERSHIP
The following table sets forth, as of March 15, 2001, 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:
NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED* OF CLASS
- ---- ------------------- --------
Winthrop S. Jessup................................ 3,781 **
Kenneth F. Herlihy................................ 0 N/A
George W. Grosz................................... 1,000 **
Bernard P. Schaffer............................... 2,440 **
Kevin A. Melich................................... 0 N/A
Timothy J. Riddle................................. 3,200 **
G. Gregory Hagar.................................. 1,391 **
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............. 11,812 **
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* Unless otherwise indicated the beneficial owner has sole voting and
investment power.
** Less than 1%.
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
and officers, persons who own ten percent (10%) or more of the Fund's Common
Stock, and the Fund's investment adviser and its directors and officers, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange. 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 the Fund's directors
and officers, the Fund's investment adviser and its directors and officers have
complied with the applicable filing requirements during the fiscal year ended
November 30, 2000.
STOCKHOLDER PROPOSALS -- 2002 ANNUAL MEETING
A Stockholder who intends to present a proposal which relates to a proper
subject for Stockholder action at the 2002 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 26, 2001. Any such
proposals, as well as any questions relating thereto, should be directed to the
Fund to the attention of its President.
March 30, 2001
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.
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EXHIBIT A
AUDIT COMMITTEE CHARTER
CHARTWELL DIVIDEND AND INCOME FUND, INC.
ORGANIZATION
The members of the Audit Committee of the Board of Directors ("Directors")
of the Chartwell Dividend and Income Fund, Inc. (the "Fund") are selected by the
full Board of Directors of the Fund. The members of the Audit Committee shall
consist of not less than three persons (except as otherwise provided below) who
are not "interested persons" (as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended) of the Fund and who are "independent" within
the meaning of the audit committee rules of any securities exchange on which the
Fund's shares are listed for trading. Each member of the Audit Committee shall
be financially literate, as such qualification is interpreted by the Board of
Directors in its business judgment, or must become financially literate within a
reasonable period of time after his or her appointment to the Audit Committee.
At least one member of the Audit Committee must have accounting or related
financial management expertise, as the Board of Directors interprets such
qualification in its business judgment. If the Fund currently has less than
three members on its Audit Committee, it must have three members not later than
June 14, 2001.
STATEMENT OF POLICY
The Fund's Audit Committee oversees the financial reporting process for the
Fund. The Fund's Board of Directors and the Audit Committee have the authority
and responsibility to select, evaluate and, where appropriate, recommend to
shareholders the selection or replacement of the outside auditors.
RESPONSIBILITIES OF THE AUDIT COMMITTEE
- The Audit Committee's role is one of oversight and review and not of
direct management of the audit process. The Fund's Board and Audit
Committee note that the outside auditors are ultimately accountable to
the Board and the Audit Committee.
- The Fund's Audit Committee shall record minutes of its meetings and
reporting significant matters to the full Board of Directors. The Audit
Committee shall meet no less frequently than annually, to determine the
firm to be recommended to be employed as the Fund's independent
accountants and the proposed terms of such engagement, to discuss and
approve the scope of the next year's audit of the financial statements,
and to review the results of the audit for the prior year.
- The Audit Committee will consider management's recommendations for
appointment of the Fund's independent accountants. Committee members
shall evaluate the independent accountant's performance, costs,
organizational capability and independence from management. The Audit
Committee will obtain from the independent accountants a formal written
statement delineating relationships between the independent accountants
and the Fund consistent with Independence Standards Board Standard I. The
Committee will then make recommendations to the full Board of Directors
regarding the selection of independent accountants.
- The Fund's Audit Committee is responsible for (i) reviewing and
discussing with management and the auditors the Fund's audited financial
statements; and (ii) discussing with the auditors the matters required to
be discussed by Statement on Auditing Standards No. 61, as may be
modified or supplemented. The Audit Committee shall confirm that the
independent auditors are satisfied with the disclosure and content of the
Fund's audited financial statements and shall advise the Board of
Directors with respect to its recommendation as to the inclusion of the
Fund's audited financial statements in its Annual Report to Shareholders.
- In reviewing the activities of the independent auditors, the Fund's Audit
Committee shall inquire about the independent auditors' judgments about
the quality, not just the acceptability, of the Fund's accounting
principles as applied in its financial statements, including such issues
as the clarity, consistency and completeness of the Fund's accounting
information contained in the financial statements and the related
disclosures.
- The Audit Committee of the Fund shall review and reassess the adequacy of
this Charter on an annual basis.
8
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PROXY
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 18, 2001 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.
[SEE REVERSE SIDE] [SEE REVERSE SIDE]
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
1. Election of Directors:
Nominees: (01) Bernard P. Schaffer (Class II)
(02) Kevin A. Melich (Class II)
FOR all nominees [ ] [ ] WITHHOLD AUTHORITY
listed above to vote for all nominees
listed above
[ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above.)
FOR AGAINST ABSTAIN
2. Proposal to ratify the selection [ ] [ ] [ ]
of PricewaterhouseCoopers LLP
as independent auditors for the
Fund for its fiscal year ending
November 30, 2001.
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.
IMPORTANT - Joint owners must EACH sign. When signing as
attorney, trustee, executor, administrator, guardian, or corporate
officer, please give your FULL title.
Signature: Date: Signature: Date:
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