Edgar Filing: GABELLI DIVIDEND & INCOME TRUST

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 9, 2005

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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 Round Hill Room, Hyatt Regency Greenwich, 1800 East Putnam Avenue, Old
Greenwich, Connecticut 06870, on Monday, May 9, 2005, at 12:00 p.m., for the
following purposes:

1. To elect five (5) Trustees of the Trust, three to be elected by the
holders of the Trust's Common Shares and holders of its 5.875%
Series A Cumulative Preferred Shares, Series B Auction Market
Preferred Shares and Series C Auction Market Preferred Shares
("Preferred Stock"), voting together as a single class, and two to
be confirmed and elected by the holders of the Trust's Preferred
Stock, voting as a separate class (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 1, 2005 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, SIGN AND DATE 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 15, 2005

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 9, 2005

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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 9, 2005, at 12:00 p.m., at The Round Hill Room, Hyatt Regency
Greenwich, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870, 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 15, 2005.

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 the Altman Group,
Inc. to assist in the solicitation of proxies for a minimum fee of $2,500 plus
reimbursement of expenses. The costs of the 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 YEAR ENDED DECEMBER 31, 2004, IS AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING TO THE TRUST AT ONE CORPORATE CENTER, RYE,
NEW YORK 10580-1422, 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.

A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Trust
entitled to vote at 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. Absent
the establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned Meeting must take place not more than
120 days after the record date. At such adjourned Meeting, any business may be
transacted which might have been transacted at the original Meeting. If a quorum
is present, a shareholder vote may be taken on one or more of the proposals
properly brought before the Meeting prior to any adjournment if sufficient votes
have been received and it is otherwise appropriate.

The close of business on March 1, 2005 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.

The Trust has two classes of capital stock: common shares, par value
$0.001 per share (the "Common Stock") and preferred shares consisting of (i)
5.875% Series A Cumulative Preferred Shares ("Series A Preferred"), (ii) Series
BAuction Market Preferred Shares ("Series B Preferred") and (iii) Series C
Auction Market Preferred Shares ("Series C Preferred"), each having a par value
of $0.001 per share, (together, the "Preferred Stock") and (together with the
Common Stock, the "Shares"). The holders of Common Stock and Preferred Stock are
each 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 1, 2005, there
were 84,817,505 shares of Common Stock, 3,200,000 shares of Series A Preferred
Stock, 4,000 shares of Series B Preferred Stock and 4,800 shares of Series C
Preferred Stock 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 or Preferred Stock.

SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

PROPOSAL COMMON STOCKHOLDERS PREFERRED STOCKHOLDERS
-------- ------------------- ----------------------

1. Election and Common and Preferred Stockholders, Common and Preferred Stockholders,
Confirmation of voting together as a single class, voting together as a single class,
Trustees vote to elect three Trustees: vote to elect three Trustees:
Frank J. Fahrenkopf, Jr., Frank J. Fahrenkopf, Jr.,
Anthonie C. van Ekris and Anthonie C. van Ekris and
Salvatore J. Zizza Salvatore J. Zizza

Preferred Stockholders,
voting as a separate class,
vote to elect two Trustees
for the remainder of their terms:
Anthony J. Colavita and
James P. Conn

2. Other Business Common and Preferred Stockholders, voting together as a single class.

In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:

PROPOSAL 1: TO ELECT FIVE (5) 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.
Anthony J. Colavita, Frank J. Fahrenkopf, Jr., Anthonie C. van Ekris and
Salvatore J. Zizza have each been nominated by the Board of Trustees for a three
year term to expire at the Trust's 2008 Annual Meeting of Shareholders or until
their successors are duly elected and qualified. James P. Conn has been
nominated by the Board of Trustees for election by the holders of the Trusts'
Preferred Stock to fill the remainder of his term to expire at the Trust's 2006
Annual Meeting of Shareholders or until his successor is 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 investment adviser
with the exception of Edward T. Tokar. The classes of Trustees are indicated
below:

NOMINEES TO SERVE UNTIL 2008 ANNUAL MEETING OF SHAREHOLDERS

Anthony J. Colavita
Frank J. Fahrenkopf, Jr.
Anthonie C. van Ekris
Salvatore J. Zizza

TRUSTEES SERVING 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

Under the Trust's Declaration of Trust, Statement of Preferences and the
Investment Company Act of 1940, as amended (the "1940 Act"), holders of the
Trust's outstanding Preferred Stock, voting as a separate class, are entitled to
elect two Trustees, and holders of the Trust's outstanding Common Stock and
Preferred Stock, voting as a single class, are entitled to elect the remaining
Trustees, subject to the provisions of the 1940 Act and the Trust's Declaration
of Trust, Statement of Preferences and By-Laws. The holders of the Trust's
outstanding Preferred Stock would be entitled to elect the minimum number of
additional Trustees that would represent a majority of the Trustees in the event
that dividends on the Trust's Preferred Stock are in arrears for two full years.
No dividend arrearages exist as of the date of this Proxy Statement. Messrs.
Colavita and Conn are nominees for election as Trustees at the Meeting to be
elected solely by the holders of the Trust's Preferred Stock. A quorum of the
Preferred Stockholders must be present at the Meeting in order for the proposal
to elect Messrs. Colavita and Conn to be considered.

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.

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 of the Trust, 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 FUND
NAME, POSITION(S) LENGTH OF 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(3):
-----------------------

MARIO J. GABELLI Since 2003*** Chairman of the Board and Chief Director of Morgan 24
Trustee and Executive Officer of Gabelli Asset Group Holdings, Inc.
Chief Investment Officer Management Inc. and Chief Investment (holding company)
Age: 62 Officer-Value Portfolios of Gabelli Funds,
LLC and GAMCO Investors, Inc.;
Chairman and Chief Executive Officer of
Lynch Interactive Corporation (multimedia
and services)

KARL OTTO POHL Since 2003** Member of the Shareholder Committee Director of Gabelli 35
Trustee of Sal. Oppenheim Jr. & Cie (Zurich) Asset Management Inc.;
Age: 75 (private investment bank); Former Chairman of InCentive
President of the Deutsche Bundesbank Capital AG and InCentive
and Chairman of its Central Bank Asset Management AG
Council (1980 - 1991) (Zurich); Director at Sal.
Oppenheim Jr.& Cie.
(Zurich) (private investment
bank)

SALVATORE M. SALIBELLO Since 2003** Certified Public Accountant and -- 2
Trustee Managing Partner of the accounting
Age: 59 firm Salibello & Broder

EDWARD T. TOKAR Since 2003** Senior Managing Director of Beacon Trustee of LEVCO Series 1
Trustee Trust Company since 2004; Chief Trust; Trustee of DB
Age: 57 Executive Officer of Allied Hedge Strategies Fund
Capital Management LLC (1997-2004); LLC; Director of the Topiary
Vice President of Honeywell Benefit Plan Investor
International Inc. (1997-2004) Fund LLC

NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------

ANTHONY J. COLAVITA(4) Since 2003* Partner in the law firm of Anthony J. -- 37
Trustee Colavita, P.C.
Age: 69

JAMES P. CONN(4) Since 2003** Former Managing Director and Director of LaQuinta 14
Trustee Chief Investment Officer of Financial Corp. (hotels) and First
Age: 67 Security Assurance Holdings Ltd. Republic Bank
(insurance holding company)(1992-1998)

MARIO D'URSO Since 2003*** Chairman of Mittel Capital Markets 3
Trustee S.p.A. since 2001; Senator in the Italian
Age: 64 Parliament (1996-2001)

FRANK J. FAHRENKOPF, JR. Since 2003* President and Chief Executive Officer Director of First 5
Trustee of the American Gaming Association; Republic Bank
Age: 65 Partner in the law firm of Hogan &
Hartson; Co-Chairman of the
Commission on Presidential Debates;
Former Chairman of the Republican
National Committee

NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------

MICHAEL J. MELARKEY Since 2003*** Partner in the law firm of Avansino, Director of Southwest Gas 3
Trustee Melarkey, Knobel & Mulligan Corporation (natural gas utility)
Age: 55

ANTHONIE C. VAN EKRIS Since 2003* Chairman of BALMAC Director of Aurado 21
Trustee International Inc. (commodities Energy Inc. (oil and
Age: 70 and futures trading) gas operations)

SALVATORE J. ZIZZA Since 2003* Chairman of Hallmark Electrical Director of Hollis Eden 25
Trustee Supplies Corp. Pharmaceuticals and
Age: 59 Earl Scheib, Inc.
(automotive services)

OFFICERS:
---------

BRUCE N. ALPERT Since 2003 Executive Vice President and Chief -- --
President Operating Officer of Gabelli Funds, LLC
Age: 53 since 1988. Director and President
of Gabelli Advisers, Inc. since 1998.
Officer of all the registered investment
companies in the Gabelli fund complex.

CARTER W. AUSTIN Since 2003 Vice President of the Gabelli Equity
Vice President Trust since 2000. Vice President of
Age: 38 Gabelli Funds, LLC since 1996.

PETER D. GOLDSTEIN Since 2004 Director of Regulatory Affairs for Gabelli
Chief Compliance Officer Asset Management Inc. since 2004; Chief
Age: 51 Compliance Officer of all the registered
investment companies in the Gabelli fund
complex. Vice President of Goldman Sachs
Asset Management from 2000-2004; Deputy
General Counsel of Gabelli Asset Management
Inc. from 1998-2000.

JAMES E. MCKEE Since 2003 Vice President, General Counsel and
Secretary Secretary of Gabelli Asset Management
Age: 41 Inc. since 1999 and of GAMCO
Investors, Inc. since 1993; Secretary of
all the registered investment companies advised by
Gabelli Advisers, Inc. and Gabelli
Funds, LLC.

RICHARD C. SELL, JR. Since 2003 Vice President and Controller of Gabelli
Treasurer & Company, Inc. since 1998.
Age: 55

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(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.

* - Nominee to serve, if elected, until the Trust's 2008 Annual
Meeting of Shareholders and until his successor is duly
elected and qualified.

** - Term continues until the Trust's 2006 Annual Meeting of
Shareholders and until his successor is duly elected and
qualified.

*** - Term continues until the Trust's 2007 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. Messrs.
Gabelli and Pohl are each considered an "interested person" of the Trust
because of their affiliation with Gabelli Funds, LLC which acts as the
Trust's investment adviser, as officers or directors of other Gabelli
Funds or an affiliated entity (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. Mr. Salibello may be considered an "interested person" of the
Trust as a result of being a partner in an accounting firm that provides
professional services to affiliates of the Adviser.

(4) Trustee/nominee elected soley by holders of the Trust's Preferred Stock.

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 in
the Trust beneficially owned by each Trustee and Nominee for election as Trustee
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) IN FUND COMPLEX*(1) (2)

INTERESTED TRUSTEES:
--------------------

Mario J. Gabelli E E

Karl Otto Pohl A A

Salvatore M. Salibello A E

Edward T. Tokar A A

NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------

Anthony J. Colavita** C E

James P. Conn D E

Mario d'Urso A A

Frank J. Fahrenkopf, Jr. A B

Michael J. Melarkey B E

Anthonie C. van Ekris** E E

Salvatore J. Zizza D E

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* 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, 2004.

** Messrs. Colavita and van Ekris each beneficially own less than 1% of the
common stock of Lynch Corporation, having a value of $14,500 and $17,500,
respectively as of December 31, 2004. Mr. van Ekris beneficially owns less
than 1% of the common stock of Lynch Interactive Corporation, having a
value of $76,800 as of December 31, 2004. 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, 2004. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").

(2) The "Fund Complex" includes all Funds that are considered part of the same
fund complex as the Trust because they have common or affiliated
investment advisers.

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:
--------------------

Mario J. Gabelli 2,625,805 (3) 3.1%
Karl Otto Pohl 0 *
Salvatore M. Salibello 0 *
Edward T. Tokar 0 *

NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------

Anthony J. Colavita 1,500 (4) *
James P. Conn 5,000 *
Mario d'Urso 0 *
Frank J. Fahrenkopf, Jr. 0 *
Michael J. Melarkey 2,091 *
Anthonie C. van Ekris 9,500 *
Salvatore J. Zizza 4,000 (5) *

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(1) This information has been furnished by each Trustee and Nominee for
election as Trustee as of December 31, 2004. "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 2,625,805 shares owned by affiliates of the Adviser for which Mr.
Gabelli disclaims beneficial ownership.

(4) Includes 500 shares owned by Mr. Colavita's spouse and 1,000 shares owned
by Mr. Colavita's son

(5) Includes 3,000 shares owned by Mr. Zizza's sons.

The Trust pays each Trustee who is 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
Trustee's actual out-of-pocket expenses relating to his attendance at such
meetings. In addition, the Audit Committee Chairman receives an annual fee of
$3,000, the Proxy Voting Committee Chairman receives an annual fee of $1,500 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 Trustees during the year ended December 31, 2004 amounted to $194,500.
During the year ended December 31, 2004, the Trustees of the Trust met six
times, two of which were special meetings 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 of its
service providers; (iii) the Trust's compliance with legal and regulatory
requirements; and (iv) the independent registered public accounting firm's
qualifications, independence and performance. The Audit Committee also is
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 16, 2005.

Pursuant to the Charter, the Audit Committee is responsible for conferring
with the Trust's independent registered public accounting firm, reviewing annual
financial statements, approving the selection of the Trust's independent
registered public accounting firm and overseeing the Trust's internal controls.
The Charter also contains provisions relating to the pre-approval by the Audit
Committee of certain non-audit services to be provided by PricewaterhouseCoopers
LLP ("PricewaterhouseCoopers") to the Trust and to the Adviser and certain of
its affiliates. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting the Trust. As set forth in
the Charter, management is responsible for maintaining appropriate systems for
accounting and internal control, and the Trust's independent registered public

accounting firm is responsible for planning and carrying out proper audits and
reviews. The independent registered public accounting firm is ultimately
accountable to the Board of Trustees and to the Audit Committee, as
representatives of shareholders. The independent registered public accounting
firm for the Trust report directly to the Audit Committee.

In performing its oversight function, at a meeting held on February 11,
2005, the Audit Committee reviewed and discussed with management of the Trust
and PricewaterhouseCoopers the audited financial statements of the Trust as of
and for the fiscal year ended December 31, 2004, and discussed the audit of such
financial statements with the independent registered public accounting firm.

In addition, the Audit Committee discussed with the independent registered
public accounting firm the accounting principles applied by the Trust and such
other matters brought to the attention of the Audit Committee by the independent
registered public accounting firm 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 registered
public accounting firm the written disclosures and statements required by the
SEC's independence rules, delineating relationships between the independent
registered public accounting firm and the Trust and discussed the impact that
any such relationships might have on the objectivity and independence of the
independent registered public accounting firm.

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
registered public accounting firm. 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 the Standards of the Public Company Accounting
Oversight Board of the United States) or that the financial statements are
presented in accordance with generally accepted accounting principles (United
States of America).

Based on its consideration of the audited financial statements and the
discussions referred to above with management and the Trust's independent
registered public accounting firm, 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 Trust's Board of
Trustees that the Trust's audited financial statements be included in the
Trust's Annual Report for the fiscal year ended December 31, 2004.

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 16, 2005

The Audit Committee met twice during the fiscal year ended December 31,
2004. 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. Each member of the Audit Committee has been determined by the Board
of Trustees to be financially literate.

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 met once
during the fiscal year ended December 31, 2004. 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 recommend a candidate for consideration 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 shareholders
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.

The shareholder recommendation and information described above must be
sent to James E. McKee the Trust's Secretary, c/o Gabelli Funds, LLC, 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 adopted a charter on May 12, 2004, and
amended the charter on November 17, 2004. The charter can be found on the
Trust's website at 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 member(s) 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 an e-mail 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 or otherwise

objectionable 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 following table sets forth certain information regarding the
compensation of the Trust's Trustees and officers for the fiscal year ended
December 31, 2004. Mr. Austin is employed by the Trust and is not employed by
the Adviser (although he may receive incentive-based variable compensation from
affiliates of the Adviser). Officers of the Trust who are employed by the
Adviser receive no compensation or expense reimbursement from the Trust.

COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

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:
--------------------

MARIO J. GABELLI $0 $0 (24)
Trustee and
Chief Investment Officer
KARL OTTO POHL $0 $5,085 (34)
Trustee
SALVATORE M. SALIBELLO $20,000 $25,085 (2)
Trustee
EDWARD T. TOKAR $21,500 $21,500 (1)
Trustee

NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------

ANTHONY J. COLAVITA $22,500 $216,835 (36)
Trustee
JAMES P. CONN $21,500 $83,210 (13)
Trustee
MARIO D'URSO $20,000 $25,085 (2)
Trustee
FRANK J. FAHRENKOPF, JR. $21,000 $53,500 (4)
Trustee
MICHAEL J. MELARKEY $20,500 $25,585 (2)
Trustee
ANTHONIE C. VAN EKRIS $21,000 $103,375 (20)
Trustee
SALVATORE J. ZIZZA $26,500 $137,179 (24)
Trustee

OFFICER:
--------

CARTER W. AUSTIN $183,334 $276,667 (2)
Vice President

----------
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 2004 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 investment 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 applicable
class or classes of 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 COMMONAND PREFERRED SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH NOMINEE.

ADDITIONAL INFORMATION

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers, 300 Madison Avenue, New York, NY 10017, has been
selected to serve as the Trust's independent registered public accounting firm
for the Trust's fiscal year ending December 31, 2005. PricewaterhouseCoopers
acted as the Trust's independent registered public accounting firm for the
fiscal year ended December 31, 2004. 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.

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 and the fiscal
year ended December 31, 2004.

FISCAL PERIOD/
YEAR ENDED AUDIT-RELATED ALL
DECEMBER 31 AUDIT FEES FEES** TAX FEES*** OTHER FEES

2003 $65,784* -- $2,450 --
2004 $95,022 $13,800 $2,550 $ --

----------
* Includes non-recurring fees billed by PricewaterhouseCoopers to the Trust
in connection with the initial offering of Common Stock as well as the
initial offering of each series of Preferred Stock of the Trust.

** "Audit-Related Fees" are those fees billed to the Trust by
PricewaterhouseCoopers in connection with the preparation of Preferred
Shares Reports to Moody's Investors Service, Inc. and Standard & Poor's
Ratings Services.

*** "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 independent
registered public accounting firm to the Trust, and all non-audit services to be
provided by the independent registered public accounting firm to the Trust's
Adviser and service providers controlling, controlled by or under common control
with the Trust's 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 his decision(s) to the Audit Committee, at its next regularly scheduled
meeting after the Chairman's pre-approval of such services. 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 registered public accounting firm 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 PricewaterhouseCoopers billed the Trust fees for the
fiscal period ended December 31, 2003 and the fiscal year ended December 31,
2004 were pre-approved by the Audit Committee.

For the Trust's fiscal year ended December 31, 2004,
PricewaterhouseCoopers has represented to the Trust that it did not provide any
non-audit services (or bill any fees for such services) to the 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
received for the calendar year ended December 31, 2004, the Trust believes that
during the year ended 2004, such persons complied with all such applicable
filing requirements.

BROKER NON-VOTES AND ABSTENTIONS

For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but that have
not been voted. Accordingly, shareholders are urged to forward their voting
instructions promptly.

The affirmative vote of a plurality of votes cast for each Nominee by the
shareholders entitled to vote for a particular Nominee 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, however, 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, 2005.

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 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 2006,
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 16,
2005. 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.

This Page Left Blank Intentionally.

COMMON THE GABELLI DIVIDEND & INCOME TRUST COMMON
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 Round Hill Room, Hyatt Regency
Greenwich, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870 on Monday,
May 9, 2005 at 12:00 p.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?

--------------------------------
--------------------------------
--------------------------------

COMMON THE GABELLI DIVIDEND & INCOME TRUST COMMON
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

HAS YOUR ADDRESS CHANGED?

--------------------------------
--------------------------------
--------------------------------

DO YOU HAVE ANY COMMENTS?

--------------------------------
--------------------------------
--------------------------------

3774
X PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. To elect three (3) Trustees of the Trust:
(01) FRANK J. FAHRENKOPF, JR.
(02) ANTHONIE C. VAN EKRIS
(03) SALVATORE J. ZIZZA

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
--------------------------------------------
COMMON SHAREHOLDER

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:--------

3774
X PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. To elect three (3) Trustees of the Trust:
(01) FRANK J. FAHRENKOPF, JR.
(02) ANTHONIE C. VAN EKRIS
(03) SALVATORE J. ZIZZA

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
--------------------------------------------
COMMON SHAREHOLDER

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:--------

SERIES A THE GABELLI DIVIDEND & INCOME TRUST SERIES A
PREFERRED PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

HAS YOUR ADDRESS CHANGED?

------------------------------------
------------------------------------
------------------------------------

DO YOU HAVE ANY COMMENTS?

------------------------------------
------------------------------------
------------------------------------

SERIES A THE GABELLI DIVIDEND & INCOME TRUST SERIES A
PREFERRED PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

HAS YOUR ADDRESS CHANGED?

------------------------------------
------------------------------------
------------------------------------

DO YOU HAVE ANY COMMENTS?

------------------------------------
------------------------------------
------------------------------------

3938
X PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. To elect five (5) Trustees of the Trust:
(01) FRANK J. FAHRENKOPF, JR.
(02) ANTHONIE C. VAN EKRIS
(03) SALVATORE J. ZIZZA
(04) ANTHONY J. COLAVITA
(05) JAMES P. CONN

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
----------------------------------------------
SERIES A PREFERRED SHAREHOLDER

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:------------

3938
X PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. To elect five (5) Trustees of the Trust:
(01) FRANK J. FAHRENKOPF, JR.
(02) ANTHONIE C. VAN EKRIS
(03) SALVATORE J. ZIZZA
(04) ANTHONY J. COLAVITA
(05) JAMES P. CONN

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
----------------------------------------------
SERIES A PREFERRED SHAREHOLDER

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:------------

SERIES B THE GABELLI DIVIDEND & INCOME TRUST SERIES B
PREFERRED PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

HAS YOUR ADDRESS CHANGED?

---------------------------------
---------------------------------
---------------------------------

DO YOU HAVE ANY COMMENTS?

---------------------------------
---------------------------------
---------------------------------

SERIES B THE GABELLI DIVIDEND & INCOME TRUST SERIES B
PREFERRED PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

HAS YOUR ADDRESS CHANGED?

---------------------------------
---------------------------------
---------------------------------

DO YOU HAVE ANY COMMENTS?

---------------------------------
---------------------------------
---------------------------------

3938
X PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. To elect five (5) Trustees of the Trust:
(01) FRANK J. FAHRENKOPF, JR.
(02) ANTHONIE C. VAN EKRIS
(03) SALVATORE J. ZIZZA
(04) ANTHONY J. COLAVITA
(05) JAMES P. CONN

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
---------------------------------------------
SERIES B PREFERRED SHAREHOLDER

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:----------

3938
X PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. To elect five (5) Trustees of the Trust:
(01) FRANK J. FAHRENKOPF, JR.
(02) ANTHONIE C. VAN EKRIS
(03) SALVATORE J. ZIZZA
(04) ANTHONY J. COLAVITA
(05) JAMES P. CONN

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
---------------------------------------------
SERIES B PREFERRED SHAREHOLDER

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:----------

SERIES C THE GABELLI DIVIDEND & INCOME TRUST SERIES C
PREFERRED PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

HAS YOUR ADDRESS CHANGED?

---------------------------------
---------------------------------
---------------------------------

DO YOU HAVE ANY COMMENTS?

---------------------------------
---------------------------------
---------------------------------

SERIES C THE GABELLI DIVIDEND & INCOME TRUST SERIES C
PREFERRED PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

HAS YOUR ADDRESS CHANGED?

---------------------------------
---------------------------------
---------------------------------

DO YOU HAVE ANY COMMENTS?

---------------------------------
---------------------------------
---------------------------------

3938
X PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. To elect five (5) Trustees of the Trust:
(01) FRANK J. FAHRENKOPF, JR.
(02) ANTHONIE C. VAN EKRIS
(03) SALVATORE J. ZIZZA
(04) ANTHONY J. COLAVITA
(05) JAMES P. CONN

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
----------------------------------------------
SERIES C PREFERRED SHAREHOLDER

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:---------

3938
X PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. To elect five (5) Trustees of the Trust:
(01) FRANK J. FAHRENKOPF, JR.
(02) ANTHONIE C. VAN EKRIS
(03) SALVATORE J. ZIZZA
(04) ANTHONY J. COLAVITA
(05) JAMES P. CONN

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
----------------------------------------------
SERIES C PREFERRED SHAREHOLDER

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:---------