SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
THE GABELLI DIVIDEND & INCOME TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
THE GABELLI DIVIDEND & INCOME TRUST
One Corporate Center
Rye, New York 10580-1422
(914) 921-5070
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 2004
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To the Shareholders of
THE GABELLI DIVIDEND & INCOME TRUST
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Gabelli Dividend & Income Trust (the "Trust") will be held at
The Cole Auditorium, The Greenwich Public Library, 101 West Putnam Avenue,
Greenwich, Connecticut 06830, on Monday, May 10, 2004, at 11:00 a.m., for the
following purposes:
1. To elect three (3) Trustees of the Trust by the holders of the Trust's
Common Stock (PROPOSAL 1); and
2. To consider and vote upon such other matters, including adjournments,
as may properly come before said Meeting or any adjournments thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
The close of business on March 15, 2004 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
TRUST. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
By Order of the Board of Trustees
JAMES E. MCKEE
SECRETARY
April 16, 2004
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Trust involved in validating your
vote if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration.
3. ALL OTHER ACCOUNTS: The capacity of the individuals signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp., Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith, Executor
Estate of Jane Smith John B. Smith, Executor
TELEPHONE/INTERNET VOTING
Various brokerage firms may offer the convenience of providing you voting
instructions via telephone or the Internet for shares held through such firms.
If available, instructions are included with this Proxy Statement and proxy
card.
THE GABELLI DIVIDEND & INCOME TRUST
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ANNUAL MEETING OF SHAREHOLDERS
MAY 10, 2004
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PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of The Gabelli Dividend & Income Trust (the
"Trust") for use at the Annual Meeting of Shareholders of the Trust to be held
on Monday, May 10, 2004, at 11:00 a.m., at The Cole Auditorium, The Greenwich
Public Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830, and at any
adjournments thereof (the "Meeting"). A Notice of Annual Meeting of Shareholders
and proxy card accompany this Proxy Statement, all of which are first being
mailed to Shareholders on or about April 16, 2004.
In addition to the solicitation of proxies by mail, officers of the Trust
and officers and regular employees of EquiServe Trust Company N.A.
("EquiServe"), the Trust's transfer agent, and affiliates of EquiServe or other
representatives of the Trust also may solicit proxies by telephone, telegraph,
Internet or in person. In addition, the Trust has retained Georgeson Shareholder
Communications Inc. pursuant to its standard contract to assist in the
solicitation of proxies for a minimum fee of $5,000 plus reimbursement of
expenses. The costs of proxy solicitation and the expenses incurred in
connection with preparing the Proxy Statement and its enclosures will be paid by
the Trust. The Trust will also reimburse brokerage firms and others for their
expenses in forwarding solicitation materials to the beneficial owners of its
shares.
THE TRUST'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL
STATEMENTS FOR THE FISCAL PERIOD ENDED DECEMBER 31, 2003, IS AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING TO THE TRUST AT ONE CORPORATE CENTER, RYE,
NEW YORK 10580-1422 OR BY CALLING THE TRUST AT 800-422-3554 OR VIA THE INTERNET
AT WWW.GABELLI.COM.
If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the Shares (as defined below) represented thereby will be
voted "FOR" the election of the nominees as Trustees listed in the accompanying
Notice of Annual Meeting of Shareholders, unless instructions to the contrary
are marked thereon, and in the discretion of the proxy holders as to the
transaction of any other business that may properly come before the Meeting. Any
shareholder who has given a proxy has the right to revoke it at any time prior
to its exercise either by attending the Meeting and voting his or her shares in
person or by submitting a letter of revocation or a later-dated proxy to the
Trust at the above address prior to the date of the Meeting.
In the event a quorum is not present at the Meeting, or in the event that
a quorum is present at the Meeting but sufficient votes to approve any of the
proposed items are not received, the persons named as proxies may propose one or
more adjournments of such Meeting to permit further solicitation of proxies. A
shareholder vote may be taken on one or more of the proposals in this Proxy
Statement prior to such adjournment if sufficient votes have been received for
approval and it is otherwise appropriate. Any such adjournment will require the
affirmative vote of a majority of those shares present at the Meeting in person
or by proxy. If a quorum is present, the persons named as proxies will vote
those proxies which they are entitled to vote "FOR" any proposal in favor of
such adjournment and will vote those proxies required to be voted "AGAINST" any
proposal against any such adjournment.
The close of business on March 15, 2004 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.
1
Each Shareholder is entitled to one vote for each full share and an
appropriate fraction of a vote for each fractional share held. On the record
date, March 15, 2004, there were 85,063,205 shares of Common Stock, par value
$0.001 per share, (the "Common Stock" or the "Shares") outstanding.
As of the record date, there were no persons known to the Trust to be
beneficial owners of more than 5% of the Trust's outstanding shares of Common
Stock.
In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:
PROPOSAL 1: TO ELECT THREE (3) TRUSTEES OF THE TRUST
NOMINEES FOR THE BOARD OF TRUSTEES
The Board of Trustees is divided into three classes, each class having a
term of three years. Each year the term of office of one class will expire.
Mario J. Gabelli, Mario d'Urso and Michael J. Melarkey have each been nominated
by the Board of Trustees for a three-year term to expire at the Trust's 2007
Annual Meeting of Shareholders or until their successors are duly elected and
qualified. Each of the Trustees of the Trust has served in that capacity since
the October 23, 2003 organizational meeting of the Trust. All of the Trustees of
the Trust are also directors or trustees of other investment companies for which
Gabelli Funds, LLC (the "Adviser") or its affiliates serve as adviser with the
exception of Mario d'Urso, Michael J. Melarkey, Edward T. Tokar and Salvatore M.
Salibello. The business address of each Trustee is One Corporate Center, Rye,
New York 10580-1422. The classes of Trustees are indicated below:
NOMINEES TO SERVE UNTIL 2007 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
Mario J. Gabelli, CFA
Mario d'Urso
Michael J. Melarkey
TRUSTEES SERVING UNTIL 2006 ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------------------------
James P. Conn
Karl Otto Pohl
Salvatore M. Salibello
Edward T. Tokar
TRUSTEES SERVING UNTIL 2005 ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------------------------
Anthony J. Colavita
Frank J. Fahrenkopf, Jr.
Anthonie C. van Ekris
Salvatore J. Zizza
Unless authority is withheld, it is the intention of the persons named in
the proxy to vote the proxy "FOR" the election of the nominees named above. Each
nominee has indicated that he has consented to serve as a Trustee if elected at
the Meeting. If a designated nominee declines or otherwise becomes unavailable
for election, however, the proxy confers discretionary power on the persons
named therein to vote in favor of a substitute nominee or nominees.
2
INFORMATION ABOUT TRUSTEES AND OFFICERS
Set forth in the table below are the existing Trustees and Nominees for
election to the Board of the Trust, and officers, including information relating
to their respective positions held with the Trust, a brief statement of their
principal occupations during the past five years and other directorships, if
any.
TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
NAME, POSITION(S) LENGTH OF FUND COMPLEX
ADDRESS 1 TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN BY
AND AGE SERVED 2 DURING PAST FIVE YEARS HELD BY TRUSTEE TRUSTEE
------- -------- ---------------------- --------------- -------
INTERESTED TRUSTEES/NOMINEES 3:
-------------------------------
MARIO J. GABELLI Since 2003* Chairman of the Board and Chief Director of Morgan Group 24
Trustee and Executive Officer of Gabelli Asset Group Holdings, Inc.
Chief Investment Officer Management Inc. and Chief Investment (holding company); Vice
Age: 61 Officer of Gabelli Funds, LLC and Chairman of Lynch
GAMCO Investors, Inc.; Vice Chairman Corporation (diversified
and Chief Executive Officer of Lynch manufacturing)
Interactive Corporation (multimedia
and services)
KARL OTTO POHL Since 2003** Member of the Shareholder Committee Director of Gabelli 33
Trustee of Sal Oppenheim Jr. & Cie, Zurich Asset Management Inc.
Age: 74 (private investment bank); Former (investment management);
President of the Deutsche Bundesbank Chairman, Incentive
and Chairman of its Central Bank Capital and Incentive
Council (1980 - 1991) Asset Management
(Zurich); Director at Sal
Oppenheim Jr.& Cie,
Zurich
EDWARD T. TOKAR Since 2003** Chief Executive Officer of Allied Trustee of LEVCO Series 1
Trustee Capital Management LLC, since Trust; Director of DB
Age: 56 1997; Vice President of Honeywell Hedge Strategies Fund
International Inc., since 1997 LLC; Director of the Topiary
Benefit Plan Investor
Fund LLC
NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------
ANTHONY J. COLAVITA Since 2003*** President and Attorney at law in the -- 35
Trustee law firm of Anthony J.Colavita, P.C.
Age: 68
JAMES P. CONN Since 2003** Former Managing Director and Director of LaQuinta 12
Trustee Chief Investment Officer of Financial Corp. (hotels) and First
Age: 66 Security Assurance Holdings Ltd. Republic Bank
(1992-1998) (insurance holding
company)
MARIO D'URSO Since 2003* Chairman of Mittel Capital Markets -- 1
Trustee S.p.A., since 2001; Senator in the
Age: 63 Italian Parliament (1996-2001)
FRANK J. FAHRENKOPF, JR. Since 2003*** President and Chief Executive Officer Director of First 4
Trustee of the American Gaming Association Republic Bank
Age: 64 since 1995; Partner in the law firm of
Hogan & Hartson; Co-Chairman of the
Commission on Presidential Debates;
Former Chairman of the Republican
National Committee
3
TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
NAME, POSITION(S) LENGTH OF FUND COMPLEX
ADDRESS 1 TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN BY
AND AGE SERVED 2 DURING PAST FIVE YEARS HELD BY TRUSTEE TRUSTEE
------- -------- ---------------------- --------------- -------
NON-INTERESTED TRUSTEES/NOMINEES (CONTINUED):
---------------------------------------------
MICHAEL J. MELARKEY Since 2003* Attorney at law in the law firm -- 1
Trustee of Avansino, Melarkey, Knobel
Age: 53 & Mulligan
SALVATORE M. SALIBELLO Since 2003** Certified Public Accountant and -- 1
Trustee Managing Partner of the accounting
Age: 58 firm Salibello & Broder
ANTHONIE C. VAN EKRIS Since 2003*** Managing Director of BALMAC Director of Aurado 20
Trustee International, Inc. (commodities) Exploration Inc. (oil
Age: 69 and gas operations)
SALVATORE J. ZIZZA Since 2003*** Chairman, Hallmark Electrical Director of Hollis Eden 23
Trustee Supplies Corp. Pharmaceuticals; Director
Age: 58 of Earl Scheib Inc.
(automotive services)
OFFICERS:
---------
BRUCE N. ALPERT Since 2003 Executive Vice President and Chief -- --
President Operating Officer of Gabelli Funds, LLC
Age: 52 since 1988 and an officer of all mutual
funds advised by Gabelli Funds, LLC
and its affiliates. Director and
President of Gabelli Advisers, Inc.
CARTER W. AUSTIN Since 2003 Vice President of the Gabelli Equity -- --
Vice President Trust since 2000. Vice President of
Age: 36 Gabelli Funds, LLC since 1996.
MATTHEW A. HULTQUIST Since 2003 Assistant Vice President of Gabelli -- --
Vice President and Asset Management Company since 2001.
Ombudsman Prior to 2001, student at Wake Forest
Age: 24 University.
JAMES E. MCKEE Since 2003 Vice President, General Counsel and -- --
Secretary Secretary of Gabelli Asset Management
Age: 40 Inc. since 1999 and of GAMCO
Investors, Inc. since 1993; Secretary of
all investment companies advised by
Gabelli Advisers, Inc. and Gabelli
Funds, LLC.
RICHARD C. SELL, JR. Since 2003 Vice President, Controller of Gabelli -- --
Treasurer & Company, Inc. since 1998
Age: 53
-------------
1 Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
2 The Trust's Board of Trustees is divided into three classes, each class
having a term of three years. Each year the term of office of one class
expires and the successor or successors elected to such class serve for a
three year term. The three year term for each class expires as follows:
* Nominee to serve until the Trust's 2007 Annual Meeting of Shareholders
and until his successor is duly elected and qualified.
** Term expires at the Trust's 2006 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.
*** Term expires at the Trust's 2005 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.
3 "Interested person" of the Trust, as defined in the 1940 Act, as amended.
Messrs. Gabelli and Pohl are each considered an "interested person"
because of their affiliation with Gabelli Funds, LLC which acts as the
Trust's investment adviser, as officers or directors of Gabelli Funds or
an affiliated company (and in the case of Mr. Gabelli, as a controlling
shareholder). Mr. Tokar is an "interested person" of the Trust as a result
of his son's employment by an affiliate of the Investment Adviser.
4
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE TRUST AND THE FUND COMPLEX FOR EACH
TRUSTEE AND NOMINEE FOR ELECTION AS TRUSTEE
Set forth in the table below is the dollar range of equity securities held
in the Trust and the aggregate dollar range of equity securities in the Fund
complex beneficially owned by each Trustee and Nominee for election as Trustee.
NAME OF TRUSTEE/NOMINEE DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES HELD SECURITIES HELD
IN THE TRUST*(1)(2) IN FUND COMPLEX*
INTERESTED TRUSTEES/NOMINEES:
-----------------------------
Mario J. Gabelli E E
Karl Otto Pohl A A
Edward T. Tokar A A
NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------
Anthony J. Colavita** B E
James P. Conn E E
Mario d'Urso A A
Frank J. Fahrenkopf, Jr. A B
Michael J. Melarkey C E
Salvatore M. Salibello A E
Anthonie C. van Ekris** C E
Salvatore J. Zizza D E
--------------------------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. Over $100,000
All shares were valued as of December 31, 2003.
** Messrs. Colavita and van Ekris each beneficially own less than 1% of the
common stock of Lynch Corporation, having a value of $10,450 and $12,540,
respectively, as of December 31, 2003. Mr. van Ekris beneficially owns
less than 1% of the common stock of Lynch Interactive Corporation, having
a value of $57,240 as of December 31, 2003. Lynch Corporation and Lynch
Interactive Corporation may be deemed to be controlled by Mario J. Gabelli
and in that event would be deemed to be under common control with the
Trust's Adviser.
(1) This information has been furnished by each Trustee and Nominee for
election as Trustee as of December 31, 2003. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").
Set forth in the table below is the amount of shares beneficially owned by
each Trustee and Officer of the Trust.
AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF TRUSTEE/NOMINEE BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
----------------------- ------------------------ ---------------
INTERESTED TRUSTEES/NOMINEES:
-----------------------------
Mario J. Gabelli 2,363,205 (3) 2.8%
Karl Otto Pohl 0 *
Edward T. Tokar 0 *
5
AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF TRUSTEE/NOMINEE BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
----------------------- ------------------------ ---------------
NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------
Anthony J. Colavita 500 (4) *
James P. Conn 5,000 *
Mario d'Urso 0 *
Frank J. Fahrenkopf, Jr. 0 *
Michael J. Melarkey 2,000 *
Salvatore M. Salibello 0 *
Anthonie C. van Ekris 9,500 *
Salvatore J. Zizza 4,000 (5) *
--------------------------
(1) This information has been furnished by each Trustee and Nominee for
election as Trustee as of December 31, 2003. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the 1934 Act.
(2) An asterisk indicates that the ownership amount constitutes less than 1%
of the total shares outstanding.
(3) Includes 2,363,205 shares owned by affiliates of the Adviser for which Mr.
Gabelli disclaims beneficial ownership.
(4) Includes 500 shares owned by Mr. Colavita's spouse.
(5) Includes 3,000 shares owned by Mr. Zizza's three sons.
The Trust pays each Trustee not affiliated with the Adviser or its
affiliates, a fee of $12,000 per year plus $1,500 per meeting attended in person
and $1,000 per telephonic meeting or Committee meeting, together with the
Trustees' actual out-of-pocket expenses relating to their attendance at such
meetings. In addition, effective in 2004, the Audit Committee Chairman receives
an annual fee of $3,000 and the Nominating Committee Chairman receives an annual
fee of $2,000. The aggregate remuneration (not including out-of-pocket expenses)
paid by the Trust to such Trustee during the year ended December 31, 2003
amounted to $28,060. During the year ended December 31, 2003, the Trustees of
the Trust met three times, one of which was a special meeting of Trustees. Each
Trustee then serving in such capacity attended at least 75% of the meetings of
Trustees and of any Committee of which he is a member.
AUDIT COMMITTEE REPORT
The role of the Trust's Audit Committee is to assist the Board of Trustees
in its oversight of (i) the quality and integrity of the Trust's financial
statements reporting process and the independent audit and reviews therof; (ii)
the Trust's accounting and financial reporting policies and practices, its
internal controls and, as appropriate, the internal controls of certain service
providers; (iii) the Trust's compliance with legal and regulatory requirements;
and (iv) the independent auditor's qualifications, independence and performance.
The Audit Committee is also required to prepare an audit committee report
pursuant to the rules of the Securities and Exchange Commission (the "SEC") for
inclusion in the Trust's annual proxy statement. The Audit Committee operates
pursuant to the Audit Committee Charter (the "Charter") that was most recently
reviewed and approved by the Board of Trustees on February 25, 2004. The Charter
is attached as Appendix A to this Proxy Statement. As set forth in the Charter,
management is responsible for maintaining appropriate systems for accounting and
internal control, and the Trust's independent accountants are responsible for
planning and carrying out proper audits and reviews. The independent accountants
are ultimately accountable to the Board of Trustees and to the Audit Committee,
as representatives of shareholders. The independent accountants for the Trust
report directly to the Audit Committee.
In performing its oversight function, at a meeting held on February 20,
2004, the Audit Committee reviewed and discussed with management of the Trust
and the independent accountants, PricewaterhouseCoopers LLP
("PricewaterhouseCoopers"), the audited financial statements of the Trust as of
and for the fiscal period ended December 31, 2003, and discussed the audit of
such financial statements with the independent accountants.
In addition, the Audit Committee discussed with the independent
accountants the accounting principles applied by the Trust and such other
matters brought to the attention of the Audit Committee by the independent
accountants required by Statement of Auditing Standards No. 61, COMMUNICATIONS
WITH AUDIT COMMITTEES, as currently modified or supplemented. The Audit
Committee also received from the independent accountants the written disclosures
and statements required by the SEC's independence rules, delineating
6
relationships between the independent accountants and the Trust and discussed
the impact that any such relationships might have on the objectivity and
independence of the independent accountants.
As set forth above, and as more fully set forth in the Charter, the Audit
Committee has significant duties and powers in its oversight role with respect
to the Trust's financial reporting procedures, internal control systems, and the
independent audit process.
The members of the Audit Committee are not, and do not represent
themselves to be, professionally engaged in the practice of auditing or
accounting and are not employed by the Trust for accounting, financial
management or internal control purposes. Moreover, the Audit Committee relies on
and makes no independent verification of the facts presented to it or
representations made by management or independent verification of the facts
presented to it or representations made by management or the Trust's independent
accountants. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and/or financial reporting principles and policies, or internal
controls and procedures, designed to assure compliance with accounting standards
and applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Trust's financial statements has been carried out in accordance
with generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.
Based on its consideration of the audited financial statements and the
discussions referred to above with management and the Trust's independent
accountants, and subject to the limitations on the responsibilities and role of
the Audit Committee set forth in the Charter and those discussed above, the
Audit Committee recommended to the Board of Trustees that the Trust's audited
financial statements be included in the Trust's Annual Report for the fiscal
period ended December 31, 2003.
SUBMITTED BY THE AUDIT COMMITTEE OF THE TRUST'S BOARD OF TRUSTEES
Salvatore J. Zizza, Chairman
Frank J. Fahrenkopf, Jr.
Anthonie C. van Ekris
February 25, 2004
The Audit Committee met once during the fiscal period ended December 31,
2003. The Audit Committee is composed of three of the Trust's independent (as
such term is defined by the New York Stock Exchange, Inc.'s listing standards
(the "NYSE Listing Standards")) Trustees, namely Messrs. Fahrenkopf, van Ekris
and Zizza.
NOMINATING COMMITTEE
The Board of Trustees has a Nominating Committee composed of three
independent (as such term is defined by the NYSE Listing Standards) Trustees,
namely Messrs. Colavita, Melarkey and Zizza. The Nominating Committee did not
meet during the fiscal period ended December 31, 2003. The Nominating Committee
is responsible for identifying and recommending to the Board of Trustees
individuals believed to be qualified to become Board members in the event that a
position is vacated or created. The Nominating Committee will consider Trustee
candidates recommended by shareholders. In considering candidates submitted by
shareholders, the Nominating Committee will take into consideration the needs of
the Board of Trustees, the qualifications of the candidate and the interests of
shareholders. The Nominating Committee may also take into consideration the
number of shares held by the recommending shareholder and the length of time
that such shares have been held. To have a candidate considered by the
Nominating Committee, a shareholder must submit the recommendation in writing
and must include the following information:
o The name of the shareholder and evidence of the person's ownership
of shares of the Trust, including the number of shares owned and the
length of time of ownership;
o The name of the candidate, the candidate's resume or a listing of
his or her qualifications to be a Trustee of the Trust and the
person's consent to be named as a Trustee if selected by the
Nominating Committee and nominated by the Board of Trustees; and
o If requested by the Nominating Committee, a completed and signed
Trustees questionnaire.
7
The shareholder recommendation and information described above must be
sent to the Trust's Secretary c/o Gabelli Funds, LLC, James E. McKee and must be
received by the Secretary no less than 120 days prior to the anniversary date of
the Trust's most recent annual meeting of shareholders or, if the meeting has
moved by more than 30 days, a reasonable amount of time before the meeting.
The Nominating Committee believes that the minimum qualifications for
serving as a Trustee of the Trust are that the individual demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to the Board of Trustees' oversight of the business and affairs of
the Trust and have an impeccable record and reputation for honest and ethical
conduct in both his or her professional and personal activities. In addition,
the Nominating Committee examines a candidate's specific experiences and skills,
time availability in light of other commitments, potential conflicts of interest
and independence from management and the Trust. The Nominating Committee also
seeks to have the Board of Trustees represent a diversity of backgrounds and
experience.
The Trust's Nominating Committee has not adopted a charter. In the event
that a charter is adopted in the future, it will be available at that time on
the Trust's website (www.gabelli.com).
OTHER BOARD-RELATED MATTERS
The Board of Trustees has established the following procedures in order to
facilitate communications between the Board and the shareholders of the Trust
and other interested parties.
RECEIPT OF COMMUNICATIONS
-------------------------
Shareholders and other interested parties may contact the Board or any
member of the Board by mail or electronically. To communicate with the Board or
any member of the Board, correspondence should be addressed to the Board or the
Board members with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Trust at One Corporate Center, Rye,
NY 10580-1422. To communicate with the Board electronically, shareholders may
send email to gabellifundsboard@gabelli.com.
FORWARDING THE COMMUNICATIONS
-----------------------------
All communications received will be opened by the office of the General
Counsel of the Adviser for the sole purpose of determining whether the contents
represent a message to one or more Trustees. The office of the General Counsel
will forward promptly to the addressee(s) any contents that relate to the Trust
and that are not in the nature of advertising, promotion of a product or
service, or patently offensive material. In the case of communications to the
Board of Trustees or any committee or group of members of the Board, the General
Counsel's office will make sufficient copies of the contents to send to each
Trustee who is a member of the group or committee to which the envelope or
e-mail is addressed.
The Trust does not expect Trustees or Nominees for election as Trustee to
attend the Annual Meeting of Shareholders. The Trust has not had a Shareholder
meeting and accordingly has not maintained information regarding attendance of
Trustees at shareholder meetings in previous years.
The following table sets forth certain information regarding the
compensation of the Trust's Trustees and officers for the fiscal period ended
December 31, 2003. Officers of the Trust who are employed by the Adviser receive
no compensation or expense reimbursement from the Trust.
8
COMPENSATION TABLE
FOR THE FISCAL PERIOD ENDED DECEMBER 31, 2003
TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION THE TRUST AND FUND
NAME OF PERSON AND POSITION FROM THE TRUST* COMPLEX PAID TO TRUSTEES AND OFFICERS**
--------------------------- --------------- ---------------------------------------
INTERESTED TRUSTEES/NOMINEES:
-----------------------------
MARIO J. GABELLI $0 $0 (24)
Trustee and
Chief Investment Officer
KARL OTTO POHL $0 $0 (33)
Trustee
EDWARD T. TOKAR $2,951 $2,951 (1)
Trustee
NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------
ANTHONY J. COLAVITA $2,951 $160,543 (35)
Trustee
JAMES P. CONN $2,951 $58,451 (12)
Trustee
MARIO D'URSO $2,951 $2,951 (1)
Trustee
FRANK J. FAHRENKOPF, JR. $3,451 $34,951 (4)
Trustee
MICHAEL J. MELARKEY $2,951 $2,951 (1)
Trustee
SALVATORE M. SALIBELLO $2,951 $2,951 (1)
Trustee
ANTHONIE C. VAN EKRIS $3,451 $73,293 (20)
Trustee
SALVATORE J. ZIZZA $3,451 $82,043 (11)
Trustee
------------------
* For the period from the Trust's commencement of operations through
December 31, 2003.
** Represents the total compensation paid to such persons during the calendar
year ended December 31, 2003 by investment companies (including the Trust)
or portfolios thereof from which such person receives compensation that
are considered part of the same fund complex as the Trust because they
have common or affiliated advisers. The number in parentheses represents
the number of such investment companies and portfolios.
REQUIRED VOTE
The election of each of the listed nominees for Trustee of the Trust
requires the affirmative vote of the holders of a plurality of the Shares of the
Trust represented at the Meeting if a quorum is present.
THE BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH
NOMINEE.
ADDITIONAL INFORMATION
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers, 1177 Avenue of the Americas, New York, NY
10036, has been selected to serve as the Trust's independent accountants for the
Trust's fiscal year ending December 31, 2004. PricewaterhouseCoopers acted as
the Trust's independent accountants for the fiscal period ended December 31,
2003. The Trust knows of no direct financial or material indirect financial
interest of PricewaterhouseCoopers in the Trust. A representative of
PricewaterhouseCoopers will not be present at the Meeting, but will be available
by telephone and will have an opportunity to make a statement, if asked, and
will be available to respond to appropriate questions.
9
Set forth in the table below are audit fees and non-audit related fees
billed to the Trust by PricewaterhouseCoopers for professional services received
during and for the Trust's fiscal period ended December 31, 2003. The Trust was
not in existence prior to 2003.
FISCAL PERIOD ENDED AUDIT-RELATED ALL
DECEMBER 31 AUDIT FEES* FEES TAX FEES** OTHER FEES
----------- ----------- ---- ---------- ----------
2003 $63,666 -- $2,350 --
-------------
* Includes non-recurring fees billed to the Trust by PricewaterhouseCoopers
in connection with the initial offering of Common Stock of the Trust.
** "Tax Fees" are those fees billed by PricewaterhouseCoopers in connection
with tax compliance services, including primarily the review of the
Trust's income tax returns.
The Trust's Audit Committee Charter requires that the Audit Committee
pre-approve all audit and non-audit services to be provided by the auditors to
the Trust, and all non-audit services to be provided by the auditors to the
Trust's investment adviser and service providers controlling, controlled by or
under common control with the Trust's investment adviser ("affiliates") that
provide on-going services to the Trust (a "Covered Services Provider"), if the
engagement relates directly to the operations and financial reporting of the
Trust. The Audit Committee may delegate its responsibility to pre-approve any
such audit and permissible non-audit services to the Chairman of the Audit
Committee, and the Chairman must report to the Audit Committee, at its next
regularly scheduled meeting after the Chairman's pre-approval of such services,
his decision(s). The Audit Committee may also establish detailed pre-approval
policies and procedures for pre-approval of such services in accordance with
applicable laws, including the delegation of some or all of the Audit
Committee's pre-approval responsibilities to other persons (other than the
Adviser or the Trust's officers). Pre-approval by the Audit Committee of any
permissible non-audit services is not required so long as: (i) the aggregate
amount of all such permissible non-audit services provided to the Trust, the
Adviser and any Covered Services Provider constitutes not more than 5% of the
total amount of revenues paid by the Trust to its independent auditors during
the fiscal year in which the permissible non-audit services are provided; (ii)
the permissible non-audit services were not recognized by the Trust at the time
of the engagement to be non-audit services; and (iii) such services are promptly
brought to the attention of the Audit Committee and approved by the Audit
Committee or the Chairman prior to the completion of the audit. All of the
audit, audit-related and tax services described above for which
PricewaterhouseCoopersbilled the Trust fees for the fiscal period ended December
31, 2003 were pre-approved by the Audit Committee.
For the Trust's fiscal period ended December 31, 2003,
PricewaterhouseCoopershas represented to the Trust that it did not provide any
non-audit services (or bill any fees for such services) to the Trust's
investment adviser or any affiliates thereof that provide services to the
Trust.
THE INVESTMENT ADVISER AND ADMINISTRATOR
Gabelli Funds, LLC is the Trust's Adviser and Administrator and its
business address is One Corporate Center, Rye, New York 10580-1422.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the
rules thereunder, require the Trust's officers and Trustees, officers and
Directors of the Adviser, affiliated persons of the Adviser, and persons who own
more than 10% of a registered class of the Trust's securities, to file reports
of ownership and changes in ownership with the SEC and the New York Stock
Exchange, Inc. and to furnish the Trust with copies of all Section 16(a) forms
they file. Based solely on the Trust's review of the copies of such forms it
receives, the Trust believes that during the calendar year ended 2003, such
persons complied with all such applicable filing requirements.
BROKER NON-VOTES AND ABSTENTIONS
The affirmative vote of a plurality of votes cast for each Trustee by the
holders entitled to vote for a particular Trustee is necessary for the election
of a Trustee. Abstentions or broker non-votes will not be counted as votes cast
and will have no effect on the result of the vote. Abstentions or broker
non-votes, how-
10
ever, will be considered to be present at the Meeting for purposes of
determining the existence of a quorum.
Shareholders of the Trust will be informed of the voting results of the Meeting
in the Trust's Semi-Annual Report dated June 30, 2004.
OTHER MATTERS TO COME BEFORE THE MEETING
The Trustees of the Trust do not intend to present any other business at
the Meeting, nor are they aware that any shareholder intends to do so. If,
however, any other matters, including adjournments, are properly brought before
the Meeting, the persons named in the accompanying form of proxy will vote
thereon in accordance with their judgment.
SHAREHOLDER PROPOSALS
All proposals by shareholders of the Trust, which are intended to be
presented at the Trust's next Annual Meeting of Shareholders to be held in 2005,
must be received by the Trust for consideration for inclusion in the Trust's
proxy statement and proxy relating to that meeting no later than December 18,
2004. There are additional requirements regarding proposals of shareholders, and
a shareholder contemplating submission of a proposal is referred to Rule 14a-8
under the 1934 Act.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
11
APPENDIX A
----------
THE GABELLI DIVIDEND & INCOME TRUST
(THE "TRUST")
AUDIT COMMITTEE CHARTER
I. ORGANIZATION AND QUALIFICATION OF COMMITTEE MEMBERS
------------------------------------------------------
There shall be an audit committee (the "Committee") of the Board of
Directors (the "Board") which shall be composed of at least three members of the
Board, each of whom is independent, i.e. not an "interested person" of the
Trust, as that term is defined in Section 2(a)(19) of the Investment Company Act
of 1940. In addition, the members shall not receive any compensation from the
Trust, or any subsidiary thereof, if applicable, except compensation for
services as a member of the Trust's Board or a committee of the Board. With
respect to closed-end funds listed on the NYSE, each member must also meet the
independence requirements of audit committee members, as currently set forth in
Section 303.01 of the NYSE's listing standards. Members shall have no
relationships with the Trust or its investment adviser, administrator or
custodian that may interfere with the exercise of their independence from
management of the Trust. The members and the Committee chair shall be elected by
the full Board.
The members shall be "financially literate," i.e. have the ability to
understand fundamental financial statements. With respect to a closed-end fund
listed on the NYSE, at least one member shall have accounting or related
financial management expertise, as the Board interprets such qualification in
its business judgment. The Board shall determine annually whether any member of
the Committee is an "audit committee financial expert" (ACFE) as defined in Item
3 of Form N-CSR. The Board may presume that an ACFE has the requisite accounting
or related financial management expertise, with respect to a closed-end fund
listed on the NYSE. The designation of a person as an ACFE shall not impose any
greater responsibility or liability on that person than the responsibility or
liability imposed on such person as a member of the Committee.
With respect to a closed-end fund listed on the NYSE, in the event a
member simultaneously serves on the audit committees of more than three public
companies, the Board must determine that such simultaneous service would not
impair the ability of such member to effectively serve on the Trust's audit
committee.
II. STATEMENT OF PRINCIPLE
--------------------------
The function of the Committee is to assist the Board in fulfilling its
oversight responsibilities relating to the Trust's accounting and financial
reporting policies and practices. It is management's responsibility to maintain
appropriate systems for accounting and internal control and for the presentation
and integrity of the Trust's financial statements. It is the independent
accountants' responsibility to plan and carry out proper audits and reviews. The
independent accountants are ultimately accountable to the Board and to the
Committee, as representatives of shareholders.
The independent accountants for the Trust shall report directly to the
Committee.
III. DUTIES AND RESPONSIBILITIES
--------------------------------
A. GENERAL
----------
1. oversee the quality and integrity of the Trust's accounting and
financial statement reporting process and the independent audit and
reviews thereof;
2. review and evaluate any issues raised by the independent accountants
or management regarding the accounting or financial reporting policies
and practices of the Trust, its internal controls, and, as
appropriate, the internal controls of certain service providers; and
to resolve disagreements between management and the independent
accountants regarding financial reporting; and act as a liaison
between the Trust's independent accountants and the full Board; and
3. with respect to a closed-end fund listed on the NYSE, oversee, or, as
appropriate, assist Board oversight of, (a) the Trust's compliance
with legal and regulatory requirements; and (b) the performance of
the Trust's internal audit function, if applicable.
12
B. SPECIFIC
-----------
1. (a) approve the selection, retention, termination and
compensation of independent accountants and the audit and
non-audit services to be rendered prior to their engagement to
provide such services, and, in connection therewith, to
evaluate the qualifications, independence and performance of
the independent accountants;
(b) when required by applicable rules, to pre-approve all audit
and permissible non-audit services to be provided by the
independent accountants to the Trust, to its investment
adviser and to any entity controlling, controlled by or under
common control with the investment adviser that provides
ongoing services to the Trust ("Covered Services Provider"),
if the engagement relates directly to the operations and
financial reporting of the Trust; and
(c) the Committee may delegate its responsibility to pre-approve
any such audit and permissible non-audit services to the chair
of the Committee, in accordance with applicable laws, pursuant
to the details of pre-approval policies and procedures adopted
by the Committee.
2. ensure receipt from the independent accountants of a formal written
statement delineating all the relationships between them and the
Trust, consistent with Independence Standards Board Standard 1;
evaluate the independence of the accountants; and actively engage in
a dialogue with them regarding matters that might reasonably be
expected to affect their independence;
3. consider in consultation with the independent accountants, the scope
and plan of upcoming external audits to assure completeness of
coverage and effective use of audit resources;
4. meet with the Trust's independent accountants, at least twice a year
and more often if required, to review the conduct and results of
each audit and review of the Trust's financial statements, and
discuss the matters stated in SAS 61 "Communications with Audit
Committees," as amended by SAS 89 and 90, and any other
communications required to be discussed with the Committee pursuant
to applicable laws and regulations, including their:
(a) conclusions and recommendations on the adequacy of the
internal controls both of the Trust and its service providers
together with the responses of the appropriate management,
including the status of previous audit recommendations;
(b) reasoning in accepting or questioning sensitive accounting
estimates by management;
(c) reasoning in not recognizing material audit adjustments
proposed by them;
(d) judgments about the quality and appropriateness, (not just the
acceptability), of the Trust's critical accounting principles
used, including the degree of aggressiveness or conservatism
in the application of such principles in its financial
reporting;
(e) views as to the adequacy and clarity of disclosures in the
Trust's financial statements in relation to generally accepted
accounting principles;
(f) views of how the use of generally acceptable alternatives to
critical accounting and tax principles, disclosure practices
and valuation policies, preferred by them, would have affected
the financial statements;
(g) conclusions regarding any serious disagreements, difficulties
or disputes with management encountered during the course of
the audit;
(h) discussion of any significant risks to which the Trust is, or
might be exposed, and the steps management has taken to
minimize such risks;
(i) discussion of any significant changes to the audit plan;
(j) discussion of other matters related to the conduct of the
audit required to be communicated to the Committee under
generally accepted auditing standards;
(k) material written communications to the management of the Trust
such as any management letter or schedules of unrecognized
audit adjustments; and
(l) non-audit services provided by the Trust's independent
accountants to the Trust's investment adviser or any adviser
affiliate that provides ongoing services to the Trust, which
services were not pre-approved by the Committee (and
consideration by the Committee of whether the performance of
such services is compatible with maintaining the independent
accountant's independence).
5. meet periodically with the Trust's independent accountants in
separate executive sessions to discuss any other matters or
communications required under applicable laws or which they or the
Committee deem advisable or appropriate to discuss;
13
6. meet periodically with management in separate executive sessions,
including to review with the Trust's principal executive officer
and/or principal financial officer in connection with required
certifications on Form N-CSR any significant deficiencies in the
design or operation of internal control over financial reporting or
material weaknesses therein and any reported evidence of fraud
involving management or other employees who have a significant role
in the Trust's internal control over financial reporting;
7. with respect to closed-end funds listed on the NYSE, meet
periodically with the Trust's internal auditors (or other personnel
responsible for the internal audit function), if applicable, in
separate executive sessions;
8. authorize and oversee investigations into any matters within the
Committee's scope of responsibilities, or as specifically delegated
to the Committee by the Board;
9. consider and evaluate the effect upon the Trust of significant
changes in accounting principles, practices, controls or procedures
proposed or contemplated by management or the independent
accountants;
10. review management's discussion and analysis of financial statements
to be included in the Trust's annual report;
11. establish procedures for the receipt, retention and treatment of
complaints received by the Trust relating to accounting, internal
accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of the Trust and its affiliates of
concerns about accounting or auditing matters pertaining to the
Trust, and to address reports from attorneys or auditors of possible
violations of federal or state law or fiduciary duty;
12. with respect to closed-end funds listed on the NYSE, discuss the
Trust's earnings press releases, as applicable, as well as financial
information and earnings guidance provided to analysts and ratings
agencies;
13. with respect to closed-end funds listed on the NYSE, at least
annually, obtain and review a report by the independent accountant
describing: the firm's internal quality-control procedures; any
material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities, within
the preceding five years, respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any such
issues; and (to assess the auditor's independence) all relationships
between the independent auditor and the Trust;
14. with respect to closed-end funds listed on the NYSE, set clear
hiring policies for employees or former employees of the independent
accountants; and
15. with respect to closed-end funds, provide the audit committee report
required by Item 306 of Regulation S-K for proxy statements relating
to the election of Trustees; and
16. report to the Board on a regular and timely basis.
IV. ADDITIONAL PROVISIONS
-------------------------
The Trust shall provide appropriate funding (as determined by the
Committee) for it to carry out its duties and its responsibilities, including:
(a) for payment of compensation to the Trust's independent accountants or other
public accounting firm providing audit, review or attest services for the Trust,
(b) for payment of compensation to any special counsel and other advisors
employed by the Committee, (c) for the ordinary administrative expenses of the
Committee, and (d) for continuing education programs to enable Committee members
to keep abreast of industry and regulatory development and to gain continuing
insights to best practices of audit committees. In performing its duties the
Committee shall consult, as it deems appropriate, with the members of the Board,
officers and employees of the Trust, the investment adviser, the Trust's counsel
and the Trust's other service providers.
On an annual basis, the Committee shall review and reassess the adequacy
of this charter and recommend to the full Board any changes the Committee deems
appropriate. In addition, on an annual basis, the Committee shall evaluate its
performance as a whole and that of its individual members to assess whether it
is functioning effectively.
Adopted as of: November 19, 2003, as amended on February 25, 2004
14
3774-PS-2004
THE GABELLI DIVIDEND & INCOME TRUST
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Mario J. Gabelli, James E. McKee and Bruce N.
Alpert, and each of them, attorneys and proxies of the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The Gabelli Dividend & Income Trust
(the "Trust") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Trust to be held at The Cole Auditorium, The Greenwich
Public Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday,
May 10, 2004 at 11:00 a.m., and at any adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Meeting and Proxy Statement and
hereby instructs said attorneys and proxies to vote said shares as indicated
herein. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
A majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
the election of the nominees as Trustees and in the discretion of the proxy
holder as to any other matter that may properly come before the Meeting. Please
refer to the Proxy Statement for a discussion of Proposal No. 1.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please sign this proxy exactly as your name(s) appear(s) in the records of the
Trust. If joint owners, either may sign. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ ___________________________________
_____________________________________ ___________________________________
_____________________________________ ___________________________________
THE GABELLI DIVIDEND & INCOME TRUST
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Mario J. Gabelli, James E. McKee and Bruce N.
Alpert, and each of them, attorneys and proxies of the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The Gabelli Dividend & Income Trust
(the "Trust") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Trust to be held at The Cole Auditorium, The Greenwich
Public Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday,
May 10, 2004 at 11:00 a.m., and at any adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Meeting and Proxy Statement and
hereby instructs said attorneys and proxies to vote said shares as indicated
herein. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
A majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
the election of the nominees as Trustees and in the discretion of the proxy
holder as to any other matter that may properly come before the Meeting. Please
refer to the Proxy Statement for a discussion of Proposal No. 1.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please sign this proxy exactly as your name(s) appear(s) in the records of the
Trust. If joint owners, either may sign. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ ___________________________________
_____________________________________ ___________________________________
_____________________________________ ___________________________________
X PLEASE MARK 3774
VOTES AS IN
THIS EXAMPLE.
1. To elect three (3) Trustees of the Trust:
(01) MARIO J. GABELLI
(02) MARIO d' URSO
(03) MICHAEL J. MELARKEY
For All
Nominees_______ Withhold_______
For All
Except__________________________________________________________________________
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above.)
--------------------------------------------------------------------------------
THE GABELLI DIVIDEND & INCOME TRUST
--------------------------------------------------------------------------------
Mark box at right if an address change or comment has been noted on the reverse
side of this card._____
Please be sure to sign and date this proxy.
Signature:_________________ Date:______ Co-owner:_________________ Date:______
X PLEASE MARK 3774
VOTES AS IN
THIS EXAMPLE.
1. To elect three (3) Trustees of the Trust:
(01) MARIO J. GABELLI
(02) MARIO d' URSO
(03) MICHAEL J. MELARKEY
For All
Nominees_______ Withhold_______
For All
Except__________________________________________________________________________
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above.)
--------------------------------------------------------------------------------
THE GABELLI DIVIDEND & INCOME TRUST
--------------------------------------------------------------------------------
Mark box at right if an address change or comment has been noted on the reverse
side of this card._____
Please be sure to sign and date this proxy.
Signature:_________________ Date:______ Signature:_________________ Date:______