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, 2007 to June 30, 2008





                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted
                                                                                                  

ARLINGTON TANKERS LTD

  Ticker: ATB            CUSIP: G04899103


 07/19/07 - Annual


 Meeting for Holders of ADRs

  1     Elect Directors                                                Management       For              Voted - For
  2     Appointment of Moore Stephens P.C. As Independent
         Registered Public Accounting Firm for Fiscal Year Ending
         December 31, 2007 and the Authorization of the Board
         Of Directors, Acting Through the Audit Committee, to
         Determine the Independent Registered Public Accountants       Management       For              Voted - For

NORDIC AMERICAN TANKER SHIPPING LTD.

  Ticker: NAT            CUSIP: G65773106


 07/31/07 - Annual


 Meeting for Holders of ADRs

  1     Elect Directors                                                Management       For              Voted - Split
  1.1   Elect Director Herbjorn Hansson                                Management       For              Voted - Withhold
  1.2   Elect Director Torbjorn Gladso                                 Management       For              Voted - Withhold
  1.3   Elect Director Sir David Gibbons                               Management       For              Voted - Withhold
  1.4   Elect Director Andreas Ove Ugland                              Management       For              Voted - Withhold
  1.5   Elect Director Andrew W. March                                 Management       For              Voted - Withhold
  1.6   Elect Director Paul J. Hopkins                                 Management       For              Voted - Withhold
  1.7   Elect Director Richard Vietor                                  Management       For              Voted - For
  2     Ratify Auditors                                                Management       For              Voted - For

APOLLO INVESTMENT CORPORATION

  Ticker: AINV           CUSIP: 03761U106


 08/07/07 - Annual

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

DEERFIELD CAPITAL CORP

  Ticker: DFR            CUSIP: 244572301


 08/09/07 - Annual

  1     Issue Shares In Connection with an Acquisition                 Management       For              Voted - For
  2     Elect Directors                                                Management       For              Voted - For
  3     Ratify Auditors                                                Management       For              Voted - For
  4     Amend Omnibus Stock Plan                                       Management       For              Voted - For






                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



FAIRPOINT COMMUNICATIONS, INC

  Ticker: FRP            CUSIP: 305560104


 08/22/07 - Annual

  1     Issue Shares In Connection with an Acquisition                 Management       For              Voted - For
  2     Elect Directors                                                Management       For              Voted - For
  3     Ratify Auditors                                                Management       For              Voted - For
  4     Adjourn Meeting                                                Management       For              Voted - For

BCE INC.

  Ticker: BCE            CUSIP: 05534B760


 09/21/07 - Special

  Special Meeting Agenda for Holders of Common Shares and
         Preferred Shares
  1     Approve Acquisition of All Shares By the Purchaser             Management       For              Voted - For

LINN ENERGY, LLC

  Ticker: LINE           CUSIP: 536020100


 11/01/07 - Special

  1     Class D Conversion and Issuance Proposal (As Described
         In Proxy Statement)                                           Management       For              Voted - For

COINMACH SERVICE CORP.

  CUSIP: 19259W206


 11/09/07 - Special

  1     Approve Merger Agreement                                       Management       For              Voted - For

FREESEAS INC

  Ticker: FREE           CUSIP: Y26496102


 12/27/07 - Annual

  This Is A Duplicate Meeting for Ballots Received Via the
         Broadridge North American Ballot Distribution System
  1     Elect Directors                                                Management       For              Voted - For
  2     Ratification of the Appointment of Pricewaterhouse-
         Cooper  S.A. As the Company's Independent Registered
         Public Accounting Firm for the Fiscal Year Ending
         December 31, 2007.                                            Management       For              Voted - For






                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



STAR ASIA FIN LTD

  CUSIP: 855082103


 02/04/08 - S

  1     In Accordance with Article 40 of the Company's Articles of
         Association and Section 37(1)(A) of the Companies
         (Guernsey) Law, 1994 (As Amended), the Authorised
         Share Capital of the Company Be Increased, All As More
         Fully Described In the Proxy Statement.                       Management       For              Voted - Against
  2     Conditional Upon Resolution 1 Having Been Passed By the
         Required Majority, the Directors Be Granted Absolute
         Discretion to Determine the Rights Attaching to the
         Cumulative Convertible Redeemable Preference Shares In
         Accordance with Article 5 of the Company's Bylaws             Management       For              Voted - Against
  3     Conditional Upon Resolution 2 Having Been Passed By the
         Requisite Majority and the Company Successfully Issuing
         and Receiving Full Consideration for Such Number of the
         Cumulative Convertible Redeemable Preference Shares As
         the Directors Determine to Issue...                           Management       For              Voted - Against
  4     Conditional Upon Resolution 2 Having Been Passed By the
         Requisite Majority and the Company Successfully Issuing
         and Receiving Full Consideration for Such Number of the
         Cumulative Convertible Redeemable Preference Shares
         as the Directors In the Absolute ...                          Management       For              Voted - Against

DEERFIELD CAPITAL CORP

  Ticker: DFR            CUSIP: 244331104


 03/11/08 - Special

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

U.S. BANCORP

  Ticker: USB            CUSIP: 902973304


 04/15/08 - Annual

  1     Elect Director Douglas M. Baker, Jr.                           Management       For              Voted - For
  2     Elect Director Joel W. Johnson                                 Management       For              Voted - For
  3     Elect Director David B. O'maley                                Management       For              Voted - For
  4     Elect Director O'dell M. Owens                                 Management       For              Voted - For
  5     Elect Director Craig D. Schnuck                                Management       For              Voted - For
  6     Ratify Auditors                                                Management       For              Voted - For
  7     Advisory Vote to Ratify Named Executive Officers'
         Compensation                                                  Shareholder      Against          Voted - For
  8     Require Independent Board Chairman                             Shareholder      Against          Voted - Against






                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



ANNALY CAPITAL MANAGEMENT INC.

  Ticker: NLY            CUSIP: 035710409


 04/21/08 - Special

  1     Increase Authorized Common Stock                               Management       For              Voted - For

CARNIVAL CORP.

  Ticker: CCL            CUSIP: 143658300


 04/22/08 - Annual


 This Is A Global Meeting for Ballots Received Via the Broadridge North American Ballot Distribution System

  1     Elect Directors                                                Management       For              Voted - For
  2     Ratify Auditors                                                Management       For              Voted - For
  3     To Authorize the Audit Committee of Carnival Plc to Agree
         to the Remuneration of the Independent Auditors.              Management       For              Voted - For
  4     To Receive the Accounts and Reports for Carnival Plc for the
         Financial Year Ended November 30, 2007.                       Management       For              Voted - For
  5     To Approve the Directors Remuneration Report of
         Carnival Plc.                                                 Management       For              Voted - For
  6     To Approve the Issuance By Carnival Plc of Equity or Equity-
         Linked Securities with Preemptive Rights.                     Management       For              Voted - For

 Special Resolutions

  7     To Approve the Dis-Application of Pre-Emption Rights
         for Carnival Plc.                                             Management       For              Voted - For
  8     To Approve A General Authority for Carnival Plc to Buy
         Back Carnival Plc Ordinary Shares In the Open Market.         Management       For              Voted - For

BANK OF AMERICA CORP.

  Ticker: BAC            CUSIP: 060505104


 04/23/08 - 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 Kenneth D. Lewis                                Management       For              Voted - For
  8     Elect Director Monica C. Lozano                                Management       For              Voted - For
  9     Elect Director Walter E. Massey                                Management       For              Voted - For
  10    Elect Director Thomas J. May                                   Management       For              Voted - For
  11    Elect Director Patricia E. Mitchell                            Management       For              Voted - For
  12    Elect Director Thomas M. Ryan                                  Management       For              Voted - For
  13    Elect Director O. Temple Sloan, Jr.                            Management       For              Voted - For






                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



BANK OF AMERICA CORP.  (CONTINUED)

  14    Elect Director Meredith R. Spangler                            Management       For              Voted - For
  15    Elect Director Robert L. Tillman                               Management       For              Voted - For
  16    Elect Director Jackie M. Ward                                  Management       For              Voted - For
  17    Ratify Auditors                                                Management       For              Voted - For
  18    Limit/Prohibit Executive Stock-Based Awards                    Shareholder      Against          Voted - Against
  19    Advisory Vote to Ratify Named Executive Officers'
         Compensation                                                  Shareholder      Against          Voted - For
  20    Limit Executive Compensation                                   Shareholder      Against          Voted - Against
  21    Provide for Cumulative Voting                                  Shareholder      Against          Voted - For
  22    Require Independent Board Chairman                             Shareholder      Against          Voted - For
  23    Amend Articles/Bylaws/Charter -- Call Special Meetings         Shareholder      Against          Voted - For
  24    Report on the Equator Principles                               Shareholder      Against          Voted - Against
  25    Amend Bylaws to Establish A Board Committee
         on Human Rights                                               Shareholder      Against          Voted - Against

MCG CAPITAL CORP

  Ticker: MCGC           CUSIP: 58047P107


 04/23/08 - Annual

  1     Elect Directors                                                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
  4     Amend Restricted Stock Plan                                    Management       For              Voted - For
  5     Amend Non-Employee Director Restricted Stock Plan              Management       For              Voted - For

BAKER HUGHES INCORPORATED

  Ticker: BHI            CUSIP: 057224107


 04/24/08 - 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     Other Business                                                 Management       For              Voted - Against

PFIZER INC.

  Ticker: PFE            CUSIP: 717081103


 04/24/08 - Annual

  1     Elect Director Dennis A. Ausiello                              Management       For              Voted - For
  2     Elect Director Michael S. Brown                                Management       For              Voted - For
  3     Elect Director M. Anthony Burns                                Management       For              Voted - For
  4     Elect Director Robert N. Burt                                  Management       For              Voted - For
  5     Elect Director W. Don Cornwell                                 Management       For              Voted - For
  6     Elect Director William H. Gray, III                            Management       For              Voted - For






                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



PFIZER INC.  (CONTINUED)

  7     Elect Director Constance J. Horner                             Management       For              Voted - For
  8     Elect Director William R. Howell                               Management       For              Voted - For
  9     Elect Director James M. Kilts                                  Management       For              Voted - For
  10    Elect Director Jeffrey B. Kindler                              Management       For              Voted - For
  11    Elect Director George A. Lorch                                 Management       For              Voted - For
  12    Elect Director Dana G. Mead                                    Management       For              Voted - For
  13    Elect Director Suzanne Nora Johnson                            Management       For              Voted - For
  14    Elect Director William C. Steere, Jr.                          Management       For              Voted - For
  15    Ratify Auditors                                                Management       For              Voted - For
  16    Prohibit Executive Stock-Based Awards                          Shareholder      Against          Voted - Against
  17    Require Independent Board Chairman                             Shareholder      Against          Voted - For

AT&T INC

  Ticker: T              CUSIP: 00206R102


 04/25/08 - Annual

  1     Elect Director Randall L. Stephenson                           Management       For              Voted - For
  2     Elect Director William F. Aldinger III                         Management       For              Voted - For
  3     Elect Director Gilbert F. Amelio                               Management       For              Voted - For
  4     Elect Director Reuben V. Anderson                              Management       For              Voted - For
  5     Elect Director James H. Blanchard                              Management       For              Voted - For
  6     Elect Director August A. Busch III                             Management       For              Voted - For
  7     Elect Director James P. Kelly                                  Management       For              Voted - For
  8     Elect Director Jon C. Madonna                                  Management       For              Voted - For
  9     Elect Director Lynn M. Martin                                  Management       For              Voted - For
  10    Elect Director John B. Mccoy                                   Management       For              Voted - For
  11    Elect Director Mary S. Metz                                    Management       For              Voted - For
  12    Elect Director Joyce M. Roche                                  Management       For              Voted - For
  13    Elect Director Laura D' Andrea Tyson                           Management       For              Voted - For
  14    Elect Director Patricia P. Upton                               Management       For              Voted - For
  15    Ratify Auditors                                                Management       For              Voted - For
  16    Report on Political Contributions                              Shareholder      Against          Voted - For
  17    Exclude Pension Credits from Earnings
         Performance Measure                                           Shareholder      Against          Voted - For
  18    Require Independent Lead Director                              Shareholder      Against          Voted - For
  19    Establish SERP Policy                                          Shareholder      Against          Voted - For
  20    Advisory Vote to Ratify Named Executive Officers'
         Compensation                                                  Shareholder      Against          Voted - For






                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



WELLS FARGO AND COMPANY

  Ticker: WFC            CUSIP: 949746101


 04/29/08 - Annual

  1     Elect Director John S. Chen                                    Management       For              Voted - For
  2     Elect Director Lloyd H. Dean                                   Management       For              Voted - For
  3     Elect Director Susan E. Engel                                  Management       For              Voted - For
  4     Elect Director Enrique Hernandez, Jr.                          Management       For              Voted - For
  5     Elect Director Robert L. Joss                                  Management       For              Voted - For
  6     Elect Director Richard M. Kovacevich                           Management       For              Voted - For
  7     Elect Director Richard D. Mccormick                            Management       For              Voted - For
  8     Elect Director Cynthia H. Milligan                             Management       For              Voted - Against
  9     Elect Director Nicholas G. Moore                               Management       For              Voted - For
  10    Elect Director Philip J. Quigley                               Management       For              Voted - Against
  11    Elect Director Donald B. Rice                                  Management       For              Voted - Against
  12    Elect Director Judith M. Runstad                               Management       For              Voted - For
  13    Elect Director Stephen W. Sanger                               Management       For              Voted - For
  14    Elect Director John G. Stumpf                                  Management       For              Voted - For
  15    Elect Director Susan G. Swenson                                Management       For              Voted - For
  16    Elect Director Michael W. Wright                               Management       For              Voted - Against
  17    Ratify Auditors                                                Management       For              Voted - For
  18    Amend Executive Incentive Bonus Plan                           Management       For              Voted - For
  19    Amend Omnibus Stock Plan                                       Management       For              Voted - For
  20    Require Independent Board Chairman                             Shareholder      Against          Voted - For
  21    Advisory Vote to Ratify Named Executive Officers'
         Compensation                                                  Shareholder      Against          Voted - For
  22    Pay for Superior Performance                                   Shareholder      Against          Voted - For
  23    Report on Human Rights Investment Policies                     Shareholder      Against          Voted - Against
  24    Adopt EEO Policy Without Reference to Sexual Orientation       Shareholder      Against          Voted - Against
  25    Report on Racial and Ethnic Disparities In Loan Pricing        Shareholder      Against          Voted - Against

CAPITALSOURCE, INC

  Ticker: CSE            CUSIP: 14055X102


 05/01/08 - Annual

  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 Omnibus Stock Plan                                       Management       For              Voted - Against






                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



VERIZON COMMUNICATIONS

  Ticker: VZ             CUSIP: 92343V104


 05/01/08 - Annual

  1     Elect Director Richard L. Carrion                              Management       For              Voted - For
  2     Elect Director M. Frances Keeth                                Management       For              Voted - For
  3     Elect Director Robert W. Lane                                  Management       For              Voted - For
  4     Elect Director Sandra O. Moose                                 Management       For              Voted - For
  5     Elect Director Joseph Neubauer                                 Management       For              Voted - For
  6     Elect Director Donald T. Nicolaisen                            Management       For              Voted - For
  7     Elect Director Thomas H. O'brien                               Management       For              Voted - For
  8     Elect Director Clarence Otis, Jr.                              Management       For              Voted - For
  9     Elect Director Hugh B. Price                                   Management       For              Voted - For
  10    Elect Director IVan G. Seidenberg                              Management       For              Voted - For
  11    Elect Director John W. Snow                                    Management       For              Voted - For
  12    Elect Director John R. Stafford                                Management       For              Voted - For
  13    Ratify Auditors                                                Management       For              Voted - For
  14    Prohibit Executive Stock-Based Awards                          Shareholder      Against          Voted - Against
  15    Amend EEO Policy to Prohibit Discrimination Based
         on Gender Identity                                            Shareholder      Against          Voted - Against
  16    Require Independent Board Chairman                             Shareholder      Against          Voted - Against

B&G FOODS, INC.

  Ticker: BGS            CUSIP: 05508R106


 05/06/08 - Annual

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

B&G FOODS, INC.

  Ticker: BGS            CUSIP: 05508R205


 05/06/08 - Annual

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

BRISTOL-MYERS SQUIBB CO.

  Ticker: BMY            CUSIP: 110122108


 05/06/08 - Annual

  1     Elect Director Lewis B. Campbell                               Management       For              Voted - For
  2     Elect Director James M. Cornelius                              Management       For              Voted - For
  3     Elect Director Louis J. Freeh                                  Management       For              Voted - For
  4     Elect Director Laurie H. Glimcher                              Management       For              Voted - For






                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



BRISTOL-MYERS SQUIBB CO.  (CONTINUED)

  5     Elect Director Michael Grobstein                               Management       For              Voted - For
  6     Elect Director Leif Johansson                                  Management       For              Voted - For
  7     Elect Director Alan J. Lacey                                   Management       For              Voted - For
  8     Elect Director Vicki L. Sato                                   Management       For              Voted - For
  9     Elect Director Togo D. West, Jr.                               Management       For              Voted - For
  10    Elect Director R. Sanders Williams                             Management       For              Voted - For
  11    Ratify Auditors                                                Management       For              Voted - For
  12    Increase Disclosure of Executive Compensation                  Shareholder      Against          Voted - Against

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

  Ticker: CNSL           CUSIP: 209034107


 05/06/08 - Annual

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

REYNOLDS AMERICAN INC

  Ticker: RAI            CUSIP: 761713106


 05/06/08 - Annual

  1     Elect Directors                                                Management       For              Voted - For
  2     Ratify Auditors                                                Management       For              Voted - For
  3     Adopt Human Rights Protocol for the Company
         and Its Suppliers                                             Shareholder      Against          Voted - For
  4     Adopt Principles for Health Care Reform                        Shareholder      Against          Voted - Against
  5     Implement the "Two Cigarette" Marketing Approach               Shareholder      Against          Voted - Against

REGAL ENTERTAINMENT GROUP

  Ticker: RGC            CUSIP: 758766109


 05/07/08 - Annual

  1     Elect Directors                                                Management       For              Voted - Split
  1.1   Elect Director Stephen A. Kaplan                               Management       For              Voted - Withhold
  1.2   Elect Director Jack Tyrrell                                    Management       For              Voted - For
  1.3   Elect Director Nestor R. Weigand, Jr.                          Management       For              Voted - For
  2     Approve Executive Incentive Bonus Plan                         Management       For              Voted - For
  3     Ratify Auditors                                                Management       For              Voted - For

WINDSTREAM CORP.

  Ticker: WIN            CUSIP: 97381W104


 05/08/08 - Annual

  1     Elect Directors                                                Management       For              Voted - For
  2     Ratify Auditors                                                Management       For              Voted - For
  3     Advisory Vote to Ratify Named Executive
         Officers' Compensation                                        Shareholder      Against          Voted - For






                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



ENTERCOM COMMUNICATIONS CORP.

  Ticker: ETM            CUSIP: 293639100


 05/13/08 - Annual

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

PACKAGING CORPORATION OF AMERICA

  Ticker: PKG            CUSIP: 695156109


 05/13/08 - Annual

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

GENERAL MARITIME CORP

  Ticker: GMR            CUSIP: Y2692M103


 05/14/08 - Annual


 This Is A Duplicate Meeting for Ballots Received Via the Broadridge North American Ballot Distribution System

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

AIRCASTLE LTD

  Ticker: AYR            CUSIP: G0129K104


 05/15/08 - Annual


 This Is A Duplicate Meeting for Ballots Received Via the Broadridge North
American Ballot Distribution System.

  1     Elect Directors                                                Management       For              Voted - For
  2     Appoint Ernst & Young Llp As the Company's Independent
         Registered Public Accounting Firm to Audit the Company's
         Financial Statements for Fiscal Year 2008 and Authorize the
         Directors of Aircastle Limited, Acting By the
         Audit Committee.                                              Management       For              Voted - For

CITIZENS COMMUNICATIONS CO.

  Ticker: CZN            CUSIP: 17453B101


 05/15/08 - Annual

  1     Elect Directors                                                Management       For              Voted - For
  2     Change Company Name                                            Management       For              Voted - For
  3     Replace Enumerated Purposes Clause                             Management       For              Voted - For
  4     Advisory Vote to Ratify Named Executive Officers'
         Compensation                                                  Shareholder      Against          Voted - For
  5     Ratify Auditors                                                Management       For              Voted - For






                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



LIBERTY PROPERTY TRUST

  Ticker: LRY            CUSIP: 531172104


 05/15/08 - Annual

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

THE DOW CHEMICAL COMPANY

  Ticker: DOW            CUSIP: 260543103


 05/15/08 - Annual

  1     Elect Directors                                                Management       For              Voted - For
  2     Ratify Auditors                                                Management       For              Voted - For
  3     Report on Potential Links Between Company
         Products and Asthma                                           Shareholder      Against          Voted - Against
  4     Report on Environmental Remediation In Midland Area            Shareholder      Against          Voted - For
  5     Report on Genetically Engineered Seed                          Shareholder      Against          Voted - Against
  6     Pay for Superior Performance                                   Shareholder      Against          Voted - For

AMERICAN CAPITAL STRATEGIES, LTD.

  Ticker: ACAS           CUSIP: 024937104


 05/19/08 - Annual

  1     Elect Directors                                                Management       For              Voted - For
  2     Adopt Majority Voting for Uncontested Election
         of Directors                                                  Management       For              Voted - For
  3     Approve Stock Option Plan                                      Management       For              Voted - For
  4     Amend Incentive Bonus Plan                                     Management       For              Voted - Against
  5     Approve Issuance of Convertible Debt Securities or
         Preferred Stock                                               Management       For              Voted - For
  6     Change Company Name                                            Management       For              Voted - For
  7     Ratify Auditors                                                Management       For              Voted - For
  8     Other Business                                                 Management       For              Voted - Against

ANNALY CAPITAL MANAGEMENT INC.

  Ticker: NLY            CUSIP: 035710409


 05/20/08 - 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



JPMORGAN CHASE & CO.

  Ticker: JPM            CUSIP: 46625H100


 05/20/08 - Annual

  1     Elect Director Crandall C. Bowles                              Management       For              Voted - For
  2     Elect Director Stephen B. Burke                                Management       For              Voted - For
  3     Elect Director David M. Cote                                   Management       For              Voted - For
  4     Elect Director James S. Crown                                  Management       For              Voted - For
  5     Elect Director James Dimon                                     Management       For              Voted - For
  6     Elect Director Ellen V. Futter                                 Management       For              Voted - For
  7     Elect Director William H. Gray, III                            Management       For              Voted - For
  8     Elect Director Laban P. Jackson, Jr.                           Management       For              Voted - For
  9     Elect Director Robert I. Lipp                                  Management       For              Voted - For
  10    Elect Director David C. Novak                                  Management       For              Voted - For
  11    Elect Director Lee R. Raymond                                  Management       For              Voted - For
  12    Elect Director William C. Weldon                               Management       For              Voted - For
  13    Ratify Auditors                                                Management       For              Voted - For
  14    Amend Omnibus Stock Plan                                       Management       For              Voted - Against
  15    Amend Executive Incentive Bonus Plan                           Management       For              Voted - For
  16    Report on Government Service of Employees                      Shareholder      Against          Voted - Against
  17    Report on Political Contributions                              Shareholder      Against          Voted - For
  18    Require Independent Board Chairman                             Shareholder      Against          Voted - Against
  19    Advisory Vote to Ratify Named Executive Officers'
         Compensation                                                  Shareholder      Against          Voted - For
  20    Require More Director Nominations Than Open Seats              Shareholder      Against          Voted - Against
  21    Report on Human Rights Investment Policies                     Shareholder      Against          Voted - Against
  22    Report on Lobbying Activities                                  Shareholder      Against          Voted - Against

MFA MORTGAGE INVESTMENTS INC

  Ticker: MFA            CUSIP: 55272X102


 05/21/08 - Annual

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

GATEHOUSE MEDIA INC

  Ticker: GHS            CUSIP: 367348109


 05/22/08 - 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



OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC

  Ticker: OZM            CUSIP: 67551U105


 05/27/08 - Annual

  1     Elect Directors                                                Management       For              Voted - Split
  1.1   Elect Director Allan S. Bufferd                                Management       For              Voted - For
  1.2   Elect Director Joel Frank                                      Management       For              Voted - Withhold
  2     Ratify Auditors                                                Management       For              Voted - For

EXXON MOBIL CORP.

  Ticker: XOM            CUSIP: 30231G102


 05/28/08 - Annual

  1     Elect Directors                                                Management       For              Voted - For
  2     Ratify Auditors                                                Management       For              Voted - For
  3     Amend Bylaws to Prohibit Precatory Proposals                   Shareholder      Against          Voted - Against
  4     Require Director Nominee Qualifications                        Shareholder      Against          Voted - Against
  5     Require Independent Board Chairman                             Shareholder      Against          Voted - For
  6     Approve Distribution Policy                                    Shareholder      Against          Voted - Against
  7     Advisory Vote to Ratify Named Executive Officers'
         Compensation                                                  Shareholder      Against          Voted - For
  8     Compare CEO Compensation to Company's Lowest
         Paid U.S. Workers                                             Shareholder      Against          Voted - Against
  9     Claw-Back of Payments Under Restatements                       Shareholder      Against          Voted - Against
  10    Review Anti-Discrimination Policy on Corporate
         Sponsorships and Executive Perks                              Shareholder      Against          Voted - Against
  11    Report on Political Contributions                              Shareholder      Against          Voted - For
  12    Amend EEO Policy to Prohibit Discrimination Based on
         Sexual Orientation and Gender Identity                        Shareholder      Against          Voted - For
  13    Report on Community Environmental Impacts of Operations        Shareholder      Against          Voted - Against
  14    Report on Potential Environmental Damage from Drilling In
         the Arctic National Wildlife Refuge                           Shareholder      Against          Voted - Against
  15    Adopt Greenhouse Gas Emissions Goals for Products
         and Operations                                                Shareholder      Against          Voted - For
  16    Report on Carbon Dioxide Emissions Information at
         Gas Stations                                                  Shareholder      Against          Voted - Against
  17    Report on Climate Change Impacts on Emerging Countries         Shareholder      Against          Voted - Against
  18    Report on Energy Technologies Development                      Shareholder      Against          Voted - Against
  19    Adopt Policy to Increase Renewable Energy                      Shareholder      Against          Voted - For

ISTAR FINANCIAL INC.

  Ticker: SFI            CUSIP: 45031U101


 05/28/08 - Annual

  1     Elect Directors                                                Management       For              Voted - For
  2     Amend Deferred Compensation Plan                               Management       For              Voted - For
  3     Ratify Auditors                                                Management       For              Voted - For






                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



SOUTHERN COMPANY

  Ticker: SO             CUSIP: 842587107


 05/28/08 - Annual

  1     Elect Directors                                                Management       For              Voted - For
  2     Ratify Auditors                                                Management       For              Voted - For
  3     Adopt Majority Voting and Eliminate Cumulative Voting
         for Uncontested Election of Directors                         Management       For              Voted - For
  4     Eliminate Cumulative Voting                                    Management       For              Voted - For
  5     Adopt Quantitative GHG Goals from Operations                   Shareholder      Against          Voted - Against

LINN ENERGY, LLC

  Ticker: LINE           CUSIP: 536020100


 05/29/08 - Annual

  1.1   Elect Director Michael C. Linn                                 Management       For              Voted - For
  1.2   Elect Director George A. Alcorn                                Management       For              Voted - For
  1.3   Elect Director Terrence S. Jacobs                              Management       For              Voted - For
  1.4   Elect Director Jeffrey C. Swoveland                            Management       For              Voted - For
  1.5   Elect Director Joseph P. Mccoy                                 Management       For              Voted - For
  2     Ratify Auditors                                                Management       For              Voted - For
  3     Amend Omnibus Stock Plan                                       Management       For              Voted - For

BROOKDALE SENIOR LIVING INC.

  Ticker: BKD            CUSIP: 112463104


 06/05/08 - Annual

  1     Elect Directors                                                Management       For              Voted - Split
  1.1   Elect Director Wesley R. Edens                                 Management       For              Voted - Withhold
  1.2   Elect Director Frank M. Bumstead                               Management       For              Voted - For
  2     Ratify Auditors                                                Management       For              Voted - For
  3     Approve Qualified Employee Stock Purchase Plan                 Management       For              Voted - Against

FAIRPOINT COMMUNICATIONS, INC

  Ticker: FRP            CUSIP: 305560104


 06/18/08 - Annual

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






                                                Chartwell Dividend & Income Fund, Inc.

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



STAR ASIA FIN LTD

  CUSIP: 855082103


 06/25/08 - Annual

  1     Approve Annual Financial Statements for the Period from
         21st February 2007 (Inception) to 31st December 2007          Management       For              Voted - For
  2     Elect Directors                                                Management       For              Voted - Withhold
  3     Re-Appoint Ernst & Young Llp As Independent Auditors
         for 2008 and Fix Their Compensation                           Management       For              Voted - For









                                   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, 2008