United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form N-PX

                     Annual Report of Proxy Voting Record of
                     Chartwell Dividend & Income Fund, Inc.





                  Investment Company Act File Number: 811-08747





                                   Registrant
                     Chartwell Dividend & Income Fund, Inc.
                               1235 Westlakes Dr.
                                    Suite 400
                              Berwyn, PA 19312-2416









                                Agent for Service
                               Winthrop S. Jessup
                     Chartwell Dividend & Income Fund, Inc.
                               1235 Westlakes Dr.
                                    Suite 400
                              Berwyn, PA 19312-2416
                  Registrant's Telephone Number: (610) 296-1400




                      Date of Fiscal Year End: November 30
             Date of Reporting Period: July 1, 2006 to June 30, 2007







                                               Chartwell Dividend & Income Fund, Inc.

  Proposal                                                                           Proposed by Mgt. Position  Registrant Voted
                                                                                                            



ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

  Ticker: ALSK           CUSIP: 01167P101


 07/24/06 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

  Ticker: ALSK           CUSIP: 01167P101


 06/18/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For
  3     Amend Omnibus Stock Plan                                                             Management  For       Voted - Against
  4     Amend Omnibus Stock Plan                                                             Management  For       Voted - For

ALCOA INC.

  Ticker: AA             CUSIP: 013817101


 04/20/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditor                                                                       Management  For       Voted - For

ALESCO FINANCIAL INC.

  Ticker: AFN            CUSIP: 014485106


 12/07/06 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For

ALESCO FINANCIAL INC.

  Ticker: AFN            CUSIP: 014485106


 05/22/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Amend Omnibus Stock Plan                                                             Management  For       Voted - For
  3     Ratify Auditors                                                                      Management  For       Voted - For
  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For
  3     Increase Authorized Common Stock                                                     Management  For       Voted - For
  4     Amend Stock Option Plan                                                              Management  For       Voted - Against

ALTRIA GROUP, INC.

  Ticker: MO             CUSIP: 02209S103


 04/26/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For
  3     Provide for Cumulative Voting                                                        Shareholder Against   Voted - For
  4     Disclose Information on Secondhand Smoke                                             Shareholder Against   Voted - Against
  5     Cease Add Campaigns Oriented to Prevent Youth Smoking                                Shareholder Against   Voted - Against
  6     Cease Production, Promotion, and Marketing of Tobacco Products                       Shareholder Against   Voted - Against
  7     Adopt Animal Welfare Policy                                                          Shareholder Against   Voted - Against






                                               Chartwell Dividend & Income Fund, Inc.

  Proposal                                                                           Proposed by Mgt. Position  Registrant Voted



AMERICAN CAPITAL STRATEGIES, LTD.

  Ticker: ACAS           CUSIP: 024937104   03/16/07


 05/04/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Approve Stock Option Plan                                                            Management  For       Voted - Against
  3     Declassify the Board of Directors                                                    Management  For       Voted - For
  4     Increase Authorized Common Stock                                                     Management  For       Voted - Against
  5     Amend Executive Incentive Bonus Plan                                                 Management  For       Voted - Against
  6     Ratify Auditors                                                                      Management  For       Voted - For
  7     Other Business                                                                       Management  For       Voted - Against

AMSOUTH BANCORPORATION

  CUSIP: 032165102


 10/03/06 - Special


  1     Approve Merger Agreement                                                             Management  For       Voted - For
  2     Adjourn Meeting                                                                      Management  For       Voted - For

APOLLO INVESTMENT CORPORATION

  CUSIP: 03761U106


 08/03/06 - Annual


  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

ARIES MARITIME TRANSPORT LTD.

  Ticker: RAMS           CUSIP: G0474B105


 05/23/07 - Annual


 Meeting for Holders of ADRs

  1     Elect Director Panagiotis Skiadas                                                    Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

ASHLAND INC.

  Ticker: ASH            CUSIP: 044209104


 01/25/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For
  3     Require a Majority Vote for the Election of Directors                                Shareholder Against   Voted - For






                                               Chartwell Dividend & Income Fund, Inc.

  Proposal                                                                           Proposed by Mgt. Position  Registrant Voted



ATLAS ENERGY RESOURCES, LLC

  Ticker: ATN            CUSIP: 049303100


 05/23/07 - Annual

  1.1   Elect Director Edward E. Cohen                                                       Management  For       Voted - For
  1.2   Elect Director Jonathan Z. Cohen                                                     Management  For       Voted - For
  1.3   Elect Director Matthew A. Jones                                                      Management  For       Voted - For
  1.4   Elect Director Richard D. Weber                                                      Management  For       Voted - For
  1.5   Elect Director Walter C. Jones                                                       Management  For       Voted - For
  1.6   Elect Director Ellen F. Warren                                                       Management  For       Voted - For
  1.7   Elect Director Bruce M. Wolf                                                         Management  For       Voted - For

B&G FOODS, INC.

  Ticker: BGS            CUSIP: 05508R205


 05/08/07 - Annual

  1.1   Elect Director David L. Wenner                                                       Management  For       Voted - For
  1.2   Elect Director Robert C. Cantwell                                                    Management  For       Voted - For
  1.3   Elect Director James R. Chambers                                                     Management  For       Voted - For
  1.4   Elect Director Cynthia T. Jamison                                                    Management  For       Voted - For
  1.5   Elect Director Dennis M. Mullen                                                      Management  For       Voted - For
  1.6   Elect Director Alfred Poe                                                            Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

BANK OF AMERICA CORP.

  Ticker: BAC            CUSIP: 060505104


 04/25/07 - Annual

  1     Elect Director William Barnet, III                                                   Management  For       Voted - For
  2     Elect Director Frank P. Bramble, Sr.                                                 Management  For       Voted - For
  3     Elect Director John T. Collins                                                       Management  For       Voted - For
  4     Elect Director Gary L. Countryman                                                    Management  For       Voted - For
  5     Elect Director Tommy R. Franks                                                       Management  For       Voted - For
  6     Elect Director Charles K. Gifford                                                    Management  For       Voted - For
  7     Elect Director W. Steven Jones                                                       Management  For       Voted - For
  8     Elect Director Kenneth D. Lewis                                                      Management  For       Voted - For
  9     Elect Director Monica C. Lozano                                                      Management  For       Voted - For
  10    Elect Director Walter E. Massey                                                      Management  For       Voted - For
  11    Elect Director Thomas J. May                                                         Management  For       Voted - For
  12    Elect Director Patricia E. Mitchell                                                  Management  For       Voted - For
  13    Elect Director Thomas M. Ryan                                                        Management  For       Voted - For
  14    Elect Director O. Temple Sloan, Jr.                                                  Management  For       Voted - For
  15    Elect Director Meredith R. Spangler                                                  Management  For       Voted - For
  16    Elect Director Robert L. Tillman                                                     Management  For       Voted - For
  17    Elect Director Jackie M. Ward                                                        Management  For       Voted - For
  18    Ratify Auditors                                                                      Management  For       Voted - For
  19    Prohibit Executive Stock-Based Awards                                                Shareholder Against   Voted - Against
  20    Change Size of Board of Directors                                                    Shareholder Against   Voted - Against
  21    Separate Chairman and CEO Positions                                                  Shareholder Against   Voted - Against






                                               Chartwell Dividend & Income Fund, Inc.

  Proposal                                                                           Proposed by Mgt. Position  Registrant Voted



BCE INC.

  Ticker: BCE            CUSIP: 05534B760


 06/06/07 - Annual/S

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Deloitte & Touche LLP as Auditors                                             Management  For       Voted - For
  3     Change Company Name to Bell Canada Inc.                                              Management  For       Voted - For
  4     Amend Stock Option Plan                                                              Management  For       Voted - For

CAPITALSOURCE, INC

  Ticker: CSE            CUSIP: 14055X102


 05/03/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

CARRAMERICA REALTY CORP.

  CUSIP: 144418100


 07/11/06 - Special


  1     Approve Merger Agreement                                                             Management  For       Voted - For
  2     Adjourn Meeting                                                                      Management  For       Voted - For

CITIZENS COMMUNICATIONS CO.

  Ticker: CZN            CUSIP: 17453B101


 05/18/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Approve Executive Incentive Bonus Plan                                               Management  For       Voted - For
  3     Amend Omnibus Stock Plan                                                             Management  For       Voted - For
  4     Ratify Auditors                                                                      Management  For       Voted - For

COINMACH SERVICE CORP.

  Ticker: DRA            CUSIP: 19259W107


 07/27/06 - Annual

  1     Elect Directors                                                                      Management  For       Split Vote
  1.1   Elect Director Stephen R. Kerrigan                                                   Management  For       Voted - Withheld
  1.2   Elect Director James N. Chapman                                                      Management  For       Voted - Withheld
  1.3   Elect Director David A. Donnini                                                      Management  For       Voted - Withheld
  1.4   Elect Director Woody M. McGee                                                        Management  For       Voted - For
  1.5   Elect Director Bruce V. Rauner                                                       Management  For       Voted - Withheld
  1.6   Elect Director John R. Scheessele                                                    Management  For       Voted - For
  1.7   Elect Director William M. Kelly                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For
  3     Other Business                                                                       Management  For       Voted - Against






                                               Chartwell Dividend & Income Fund, Inc.

  Proposal                                                                           Proposed by Mgt. Position  Registrant Voted



COINMACH SERVICE CORP.

  Ticker: DRA            CUSIP: 19259W206


 07/27/06 - Annual

  1     Elect Directors                                                                      Management  For       Split Vote
  1.1   Elect Director Stephen R. Kerrigan                                                   Management  For       Voted - Withheld
  1.2   Elect Director James N. Chapman                                                      Management  For       Voted - Withheld
  1.3   Elect Director David A. Donnini                                                      Management  For       Voted - Withheld
  1.4   Elect Director Woody M. McGee                                                        Management  For       Voted - For
  1.5   Elect Director Bruce V. Rauner                                                       Management  For       Voted - Withheld
  1.6   Elect Director John R. Scheessele                                                    Management  For       Voted - For
  1.7   Elect Director William M. Kelly                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For
  3     Other Business                                                                       Management  For       Voted - Against

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

  Ticker: CNSL           CUSIP: 209034107


 05/08/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

CONSTELLATION ENERGY PARTNERS LLC

  Ticker: CEP            CUSIP: 21038E101


 06/26/07 - Special

  1     Approve Issuance of Shares for a Private Placement                                   Management  For       Voted - For

DEAN FOODS COMPANY

  Ticker: DF             CUSIP: 242370104


 05/18/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Approve Omnibus Stock Plan                                                           Management  For       Voted - Against
  3     Ratify Auditors                                                                      Management  For       Voted - For
  4     Separate Chairman and CEO Positions                                                  Shareholder Against   Voted - For

DIAMOND OFFSHORE DRILLING, INC.

  Ticker: DO             CUSIP: 25271C102


 05/15/07 - Annual

  1     Elect Directors                                                                      Management  For       Split Vote
  1.1   Elect Director James S. Tisch                                                        Management  For       Voted - Withheld
  1.2   Elect Director Lawrence R. Dickerson                                                 Management  For       Voted - Withheld
  1.3   Elect Director Alan R. Batkin                                                        Management  For       Voted - For
  1.4   Elect Director John R. Bolton                                                        Management  For       Voted - For
  1.5   Elect Director Charles L. Fabrikant                                                  Management  For       Voted - Withheld
  1.6   Elect Director Paul G. Gaffney, II                                                   Management  For       Voted - For
  1.7   Elect Director Herbert C. Hofmann                                                    Management  For       Voted - Withheld
  1.8   Elect Director Arthur L. Rebell                                                      Management  For       Voted - Withheld
  1.9   Elect Director Raymond S. Troubh                                                     Management  For       Voted - For
  2     Approve Executive Incentive Bonus Plan                                               Management  For       Voted - For
  3     Ratify Auditors                                                                      Management  For       Voted - For






                                               Chartwell Dividend & Income Fund, Inc.

  Proposal                                                                           Proposed by Mgt. Position  Registrant Voted



ENERGY TRANSFER PARTNERS L P

  Ticker: ETP            CUSIP: 29273R109


 05/01/07 - Special

  1      A Proposal To Approve (A) A Change In The Terms Of Our Class G Units To
         Provide That Each Class G Unit Is Convertible Into One Of Our Common
         Units And (B) The Issuance Of Additional Common Units Upon
         Such Conversion.                                                                    Management  For       Voted - For

GENERAL MARITIME CORP

  Ticker: GMR            CUSIP: Y2692M103


 05/16/07 - Annual


 Meeting for Holders of ADRs

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

HALLIBURTON CO.

  Ticker: HAL            CUSIP: 406216101


 05/16/07 - Annual

  1     Elect Director Kathleen M. Bader                                                     Management  For       Voted - For
  2     Elect Director Alan M. Bennett                                                       Management  For       Voted - For
  3     Elect Director James R. Boyd                                                         Management  For       Voted - For
  4     Elect Director Milton Carroll                                                        Management  For       Voted - For
  5     Elect Director Robert L. Crandall                                                    Management  For       Voted - For
  6     Elect Director Kenneth T. Derr                                                       Management  For       Voted - For
  7     Elect Director S. Malcolm Gillis                                                     Management  For       Voted - For
  8     Elect Director W. R. Howell                                                          Management  For       Voted - For
  9     Elect Director David J. Lesar                                                        Management  For       Voted - For
  10    Elect Director J. Landis Martin                                                      Management  For       Voted - For
  11    Elect Director Jay A. Precourt                                                       Management  For       Voted - For
  12    Elect Director Debra L. Reed                                                         Management  For       Voted - For
  13    Ratify Auditors                                                                      Management  For       Voted - For
  14    Review Human Rights Policies                                                         Shareholder Against   Voted - For
  15    Report on Political Contributions                                                    Shareholder Against   Voted - For
  16    Amend Terms of Existing Poison Pill                                                  Shareholder Against   Voted - Against

HEALTH MANAGEMENT ASSOCIATES, INC.

  Ticker: HMA            CUSIP: 421933102


 05/15/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

ISTAR FINANCIAL INC.

  Ticker: SFI            CUSIP: 45031U101


 05/30/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Approve Executive Incentive Bonus Plan                                               Management  For       Voted - For
  3     Ratify Auditors                                                                      Management  For       Voted - For






                                               Chartwell Dividend & Income Fund, Inc.

  Proposal                                                                           Proposed by Mgt. Position  Registrant Voted



LINN ENERGY, LLC

  Ticker: LINE           CUSIP: 536020100


 01/18/07 - Special

  1     Approve/Amend Conversion of Securities                                               Management  For       Voted - For
  2     Amend Omnibus Stock Plan                                                             Management  For       Voted - For

LINN ENERGY, LLC

  Ticker: LINE           CUSIP: 536020100


 04/05/07 - Special

  1     Class C Conversion And Issuance Proposal (As Defined In Proxy Statement).            Management  For       Voted - For

LINN ENERGY, LLC

  Ticker: LINE           CUSIP: 536020100


 06/19/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

LOEWS CORP.

  CUSIP: 540424207


 08/03/06 - Special

  1     Increase Authorized Common Stock                                                     Management  For       Voted - For
  2     Adjust Par Value of Common Stock                                                     Management  For       Voted - For

LOEWS CORP.

  CUSIP: 540424207


 05/08/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For
  3     Amend Executive Incentive Bonus Plan                                                 Management  For       Voted - For
  4     Provide for Cumulative Voting                                                        Shareholder Against   Voted - Against
  5     Social Proposal                                                                      Shareholder Against   Voted - Against

LTC PROPERTIES, INC.

  Ticker: LTC            CUSIP: 502175102


 05/15/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Approve Omnibus Stock Plan                                                           Management  For       Voted - Against
  3     Ratify Auditors                                                                      Management  For       Voted - For






                                               Chartwell Dividend & Income Fund, Inc.

  Proposal                                                                           Proposed by Mgt. Position  Registrant Voted



MARATHON OIL CORP

  Ticker: MRO            CUSIP: 565849106


 04/25/07 - Annual

  1     Elect Director Charles F. Bolden, Jr.                                                Management  For       Voted - For
  2     Elect Director Charles R. Lee                                                        Management  For       Voted - For
  3     Elect Director Dennis H. Reilley                                                     Management  For       Voted - For
  4     Elect Director John W. Snow                                                          Management  For       Voted - For
  5     Elect Director Thomas J. Usher                                                       Management  For       Voted - For
  6     Ratify Auditors                                                                      Management  For       Voted - For
  7     Approve Omnibus Stock Plan                                                           Management  For       Voted - For
  8     Reduce Supermajority Vote Requirement                                                Management  For       Voted - For
  9     Increase Authorized Common Stock                                                     Management  For       Voted - For

MCG CAPITAL CORP

  Ticker: MCGC           CUSIP: 58047P107


 05/09/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

NATIONAL CITY CORP.

  Ticker: NCC            CUSIP: 635405103


 04/24/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For
  3     Pay For Superior Performance                                                         Shareholder Against   Voted - For

NEWCASTLE INVT CORP

  Ticker: NCT            CUSIP: 65105M108


 05/17/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

NORTHSTAR REALTY FINANCE CORP

  Ticker: NRF            CUSIP: 66704R100


 05/24/07 - Annual

  1     Elect Directors                                                                      Management  For       Split Vote
  1.1   Elect Director William V. Adamski                                                    Management  For       Voted - For
  1.2   Elect Director Preston C. Butcher                                                    Management  For       Voted - Withheld
  1.3   Elect Director David T. Hamamoto                                                     Management  For       Voted - For
  1.4   Elect Director Judith A. Hannaway                                                    Management  For       Voted - For
  1.5   Elect Director Wesley D. Minami                                                      Management  For       Voted - For
  1.6   Elect Director Louis J. Paglia                                                       Management  For       Voted - For
  1.7   Elect Director W. Edward Scheetz                                                     Management  For       Voted - For
  1.8   Elect Director Frank V. Sica                                                         Management  For       Voted - Withheld
  2     Ratify Auditors                                                                      Management  For       Voted - For
  3     Amend Omnibus Stock Plan                                                             Management  For       Voted - For






                                               Chartwell Dividend & Income Fund, Inc.

  Proposal                                                                           Proposed by Mgt. Position  Registrant Voted



OLD NATIONAL BANCORP

  Ticker: ONB            CUSIP: 680033107


 05/17/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Declassify the Board of Directors                                                    Management  For       Voted - For
  3     Amend Articles---Deletion of Article IV                                              Management  For       Voted - For
  4     Ratify Auditors                                                                      Management  For       Voted - For

ONEOK PARTNERS LP

  Ticker: OKS            CUSIP: 68268N103


 05/10/07 - Special

  1     A Proposal To Approve A Change In The Terms Of The Class B Units Of
         Oneok Partners, L.P. To Provide For The Conversion Of All Outstanding
         Class B Units Into The Same Number Of Common Units Of Oneok
         Partners, L.P. And The Issuance Of Additional Common Units                          Management  For       Voted - For
  2     Amend The Partnership Agreement To: (A) Permit The General Partner And
         Its Affiliates To Vote The Limited Partnership Interests In Any Proposal To
         Remove The General Partner And (B) Provide For The Payment Of Fair
         Market Value To The General Partner For                                             Management  For       Voted - For
  3     A Proposal To Adjourn The Special Meeting To A Later Date, If Necessary,
         To Solicit Additional Proxies If There Are Not                                      Management  For       Voted - For

PRECISION DRILLING TRUST

  Ticker: PD.U           CUSIP: 740215108


 05/09/07 - Annual/S

  1     Elect Robert J.S. Gibson, Patrick M. Murray and Allen R. Hagerman as
         Trustees of the Trust                                                               Management  For       Voted - For
  2     Elect W.C. (Mickey) Dunn, Brian A. Felesky, Robert J.S. Gibson,
         Allen R. Hagerman. Stephen J.J. Letwin, Patrick M. Murray,
         Frederick W. Pheasey, Robert L. Phillips, and Hank B. Swartout as Directors
         of Precision Drilling Corporation                                                   Management  For       Voted - For
  3     Ratify KPMG LLP as Auditors                                                          Management  For       Voted - For
  4     Approve Deferred Trust Unit Plan                                                     Management  For       Voted - For
  5     Approve Unitholder Rights Plan                                                       Management  For       Voted - For

REDDY ICE HOLDINGS, INC.

  Ticker: FRZ            CUSIP: 75734R105


 05/17/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For
  3     Amend Omnibus Stock Plan                                                             Management  For       Voted - For

REGAL ENTERTAINMENT GROUP

  Ticker: RGC            CUSIP: 758766109


 05/09/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For






                                               Chartwell Dividend & Income Fund, Inc.

  Proposal                                                                           Proposed by Mgt. Position  Registrant Voted



REYNOLDS AMERICAN INC

  Ticker: RAI            CUSIP: 761713106


 05/11/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Increase Authorized Common Stock                                                     Management  For       Voted - For
  3     Ratify Auditors                                                                      Management  For       Voted - For

SEASPAN CORP

  Ticker: SSW            CUSIP: Y75638109


 04/16/07 - Annual


 Meeting for Holders of ADRs

  1     Elect Directors                                                                      Management  For       Split Vote
  1.1   Elect Director Gerry Wang                                                            Management  For       Voted - Withheld
  1.2   Elect Director Peter Lorange                                                         Management  For       Voted - For
  1.3   Elect Director Barry R. Pearl                                                        Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

SUNOCO, INC.

  Ticker: SUN            CUSIP: 86764P109


 05/03/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

TECHNOLOGY INVESTMENT CAPITAL CORP.

  Ticker: TICC           CUSIP: 878717305


 06/05/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For

TEPPCO PARTNERS - LP

  Ticker: TPP            CUSIP: 872384102


 12/08/06 - Special

  1     Amend Articles/Bylaws/Charter-Organization-Related                                   Management  For       Did Not Vote
  2     Reduce Supermajority Vote Requirement                                                Management  For       Did Not Vote
  3     Amend Articles/Bylaws/Charter-Conflicts and Duties Amendment                         Management  For       Did Not Vote
  4     Amend Articles/Bylaws/Charter-Organization-Provide for Registration Rights           Management  For       Did Not Vote
  5     Company Specific-Issuance of Units to the General Partner                            Management  For       Did Not Vote
  6     Approve Omnibus Stock Plan                                                           Management  For       Did Not Vote
  7     Company-Specific-Approve the Terms of Unit Purchase Plan                             Management  For       Did Not Vote






                                               Chartwell Dividend & Income Fund, Inc.

  Proposal                                                                           Proposed by Mgt. Position  Registrant Voted



TOTAL SA

  CUSIP: 89151E109


 05/11/07 - Annual


 Meeting for Holders of ADRs

  1     Approval Of Parent Company Financial Statements                                      Management  For       Voted - For
  2     Approval Of Consolidated Financial Statements                                        Management  For       Voted - For
  3     Allocation Of Earnings, Declaration Of Dividend                                      Management  For       Voted - For
  4     Agreements Covered By Article L. 225-38 Of The French Commercial Code                Management  For       Voted - For
  5     Authorization For The Board Of Directors To Trade Shares Of The Company              Management  For       Voted - For
  6     Renewal Of The Appointment Of Mr. Thierry Desmarest As A Director                    Management  For       Voted - Against
  7     Renewal Of The Appointment Of Mr. Thierry De Rudder As A Director                    Management  For       Voted - Against
  8     Renewal Of The Appointment Of Mr. Serge Tchuruk As A Director                        Management  For       Voted - Against
  9     Appointment Of A Director Representing Employee Shareholders In
         Application Of Article 11 Of The Articles Of Association                            Management  For       Voted - Against
  10    Appointment Of A Director Representing Employee Shareholders In
         Application Of Article 11 Of The Articles Of Association                            Against     Against   Mgmt
  11    Appointment Of A Director Representing Employee Shareholders In
         Application Of Article 11 Of The Articles Of Association                            Against     Against   Mgmt
  12    Determination Of The Total Amount Of Directors Compensation                          Management  For       Voted - For
  13    Delegation Of Authority Granted To The Board Of Directors To Increase
         Capital By Issuing Common Shares Or Any Securities Providing Access To
         Capital While Maintaining Shareholders Preferential Subscription Rights             Management  For       Voted - For
  14    Delegation Of Authority Granted To The Board Of Directors To Increase
         Capital By Issuing Common Shares Or Any Securities Providing Access To
         Capital Without Preferential Subscription Rights                                    Management  For       Voted - Against
  15    Delegation Of Authority Granted To The Board Of Directors To Increase
         Capital Under The Conditions Provided For In Article 443-5 Of The
         French Labor Code                                                                   Management  For       Voted - For
  16    Authorization To Grant Subscription Or Purchase Options For The Company's
         Stock To Certain Employees Of The Group As Well As To The Management
         Of The Company Or Of Other Group Companies                                          Management  For       Voted - For
  17    Authorization To Be Granted To The Board Of Directors To Reduce Capital
         By Canceling Shares                                                                 Management  For       Voted - For
  18    Amendment Of Article 13, Paragraph 2, Of The Company S Articles Of
         Association With Regard To The Methods That May Be Used To Participate
         In Board Of Directors Meetings                                                      Management  For       Voted - For
  19    Amendment Of Article 17-2 Of The Company S Articles Of Association To
         Take Into Account New Rules From The Decree Of December 11, 2006
         Relating To The Company S Book-Based System For Recording Shares For
         Shareholders Wishing To Participate In Any Form Whatever                            Management  For       Voted - For
  20    Amendment Of Article 17-2 Of The Company S Articles Of Association To
         Take Into Account Rules Relating To Electronic Signatures In The Event Of
         A Vote Cast Via Telecommunication                                                   Management  For       Voted - For
  21    New Procedure To Nominate The Employee-Shareholder Director                          Shareholder Against   Voted - For
  22    Authorization To Grant Restricted Shares Of The Company To
         Group Employees                                                                     Shareholder Against   Voted - For
  23    Amendment Of Article 18, Paragraph 7 Of The Company S Articles Of
         Association In View Of Deleting The Statutory Clause Limiting
         Voting Rights                                                                       Shareholder Against   Voted - For






                                               Chartwell Dividend & Income Fund, Inc.

  Proposal                                                                           Proposed by Mgt. Position  Registrant Voted



WACHOVIA CORP.

  Ticker: WB             CUSIP: 929903102


 04/17/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Declassify the Board of Directors                                                    Management  For       Voted - For
  3     Company Specific--Provide for Majority Voting                                        Management  For       Voted - For
  4     Ratify Auditors                                                                      Management  For       Voted - For
  5     Approve Report of the Compensation Committee                                         Shareholder Against   Voted - For
  6     Require Director Nominee Qualifications                                              Shareholder Against   Voted - Against
  7     Report on Political Contributions                                                    Shareholder Against   Voted - Against
  8     Separate Chairman and CEO Positions                                                  Shareholder Against   Voted - Against

WASHINGTON MUTUAL, INC

  Ticker: WM             CUSIP: 939322103


 04/17/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Ratify Auditors                                                                      Management  For       Voted - For
  3     Establish SERP Policy                                                                Shareholder Against   Voted - For
  4     Require a Majority Vote for the Election of Directors                                Shareholder Against   Voted - For
  5     Require Director Nominee Qualifications                                              Shareholder Against   Voted - Against

WINDSTREAM CORP.

  Ticker: WIN            CUSIP: 97381W104


 05/09/07 - Annual

  1     Elect Directors                                                                      Management  For       Voted - For
  2     Approve Executive Incentive Bonus Plan                                               Management  For       Voted - For
  3     Ratify Auditors                                                                      Management  For       Voted - For
  4     Stock Retention/Holding Period                                                       Shareholder Against   Voted - Against









                                   Signatures

     Pursuant to the  requirements  of the  Investment  Company Act of 1940, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


Chartwell Dividend & Income Fund, Inc.

By: /s/ Winthrop S. Jessup
President
Date: August 31, 2007