UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-21423 --------- The Gabelli Dividend & Income Trust ----------------------------------------------------- (Exact name of registrant as specified in charter) One Corporate Center Rye, New York 10580-1422 ----------------------------------------------------- (Address of principal executive offices) (Zip code) Bruce N. Alpert Gabelli Funds, LLC One Corporate Center Rye, New York 10580-1422 ----------------------------------------------------- (Name and address of agent for service) registrant's telephone number, including area code: 1-800-422-3554 -------------- Date of fiscal year end: December 31 ------------- Date of reporting period: June 30, 2007 ------------- Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The Report to Shareholders is attached herewith. [LOGO OMITTED] THE GABELLI DIVIDEND & INCOME TRUST THE GABELLI DIVIDEND & INCOME TRUST Semi-Annual Report June 30, 2007 TO OUR SHAREHOLDERS, The Gabelli Dividend & Income Trust's (the "Fund") net asset value ("NAV") total return was 8.50% during the first half of 2007, compared with gains of 6.96% and 8.79% for the Standard & Poor's ("S&P") 500 Index and the Dow Jones Industrial Average, respectively. The Fund's NAV total return outperformed the benchmark S&P 500 Index for this period, as well as for each of the longer-term intervals shown in the comparative results table. The total return for the Fund's publicly traded shares was 6.99% during the first half of the year. On June 30, 2007, the Fund's NAV was $25.01, while the price of the publicly traded shares closed at $22.34 on the New York Stock Exchange. Enclosed are the financial statements and the investment portfolio as of June 30, 2007. COMPARATIVE RESULTS -------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2007 (A) ------------------------------------------------ Since Year to Inception Date 1 Year 3 Year (11/28/03) -------- ------ ------ ---------- GABELLI DIVIDEND & INCOME TRUST NAV TOTAL RETURN (B) .......................... 8.50% 22.03% 16.68% 14.59% INVESTMENT TOTAL RETURN (C) ................... 6.99 29.63 16.42 10.18 S&P 500 Index ................................... 6.96 20.57 11.67 12.29 Dow Jones Industrial Average .................... 8.79 22.98 11.26 11.70 Nasdaq Composite Index .......................... 7.78 19.85 8.33 8.23 (a) REPRESENT PAST PERFORMANCE AND DO NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURNS AND THE PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE. WHEN SHARES ARE SOLD, THEY MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA PRESENTED. VISIT WWW.GABELLI.COM FOR PERFORMANCE INFORMATION AS OF THE MOST RECENT MONTH END. PERFORMANCE RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES, AND EXPENSES OF THE FUND BEFORE INVESTING. THE DOW JONES INDUSTRIAL AVERAGE IS AN UNMANAGED INDEX OF 30 LARGE CAPITALIZATION STOCKS. THE S&P 500 AND THE NASDAQ COMPOSITE INDICES ARE UNMANAGED INDICATORS OF STOCK MARKET PERFORMANCE. DIVIDENDS ARE CONSIDERED REINVESTED EXCEPT FOR THE NASDAQ COMPOSITE INDEX. YOU CANNOT INVEST DIRECTLY IN AN INDEX. (b) TOTAL RETURNS AND AVERAGE ANNUAL RETURNS REFLECT CHANGES IN NAV PER SHARE AND REINVESTMENT OF DISTRIBUTIONS AT NAV ON THE EX-DIVIDEND DATE AND ARE NET OF EXPENSES. SINCE INCEPTION RETURN IS BASED ON AN INITIAL NAV OF $19.06. (c) TOTAL RETURNS AND AVERAGE ANNUAL RETURNS REFLECT CHANGES IN CLOSING MARKET VALUES ON THE NEW YORK STOCK EXCHANGE AND REINVESTMENT OF DISTRIBUTIONS. SINCE INCEPTION RETURN IS BASED ON AN INITIAL OFFERING PRICE OF $20.00. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- We have separated the portfolio managers' commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio managers' commentary is unrestricted. The financial statements and investment portfolio are mailed separately from the commentary. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com/funds. -------------------------------------------------------------------------------- THE GABELLI DIVIDEND & INCOME TRUST SUMMARY OF PORTFOLIO HOLDINGS (UNAUDITED) The following table presents portfolio holdings as a percent of total investments as of June 30, 2007: LONG POSITIONS Financial Services ................................. 16.9% Energy and Utilities: Oil .......................... 11.5% Energy and Utilities: Integrated ................... 9.2% Telecommunications ................................. 7.5% Food and Beverage .................................. 7.2% Energy and Utilities: Electric ..................... 4.5% Repurchase Agreements .............................. 4.3% Diversified Industrial ............................. 4.3% Energy and Utilities: Natural Gas .................. 3.6% Consumer Products .................................. 3.3% Health Care ........................................ 3.3% Energy and Utilities: Services ..................... 2.5% Equipment and Supplies ............................. 1.9% Cable and Satellite ................................ 1.9% Broadcasting ....................................... 1.8% Retail ............................................. 1.7% Specialty Chemicals ................................ 1.3% Building and Construction .......................... 1.3% Hotels and Gaming .................................. 1.3% Aerospace .......................................... 1.2% Electronics ........................................ 1.1% Automotive: Parts and Accessories .................. 0.8% Entertainment ...................................... 0.8% Business Services .................................. 0.7% Environmental Services ............................. 0.7% Transportation ..................................... 0.7% Metals and Mining .................................. 0.6% Publishing ......................................... 0.6% Automotive ......................................... 0.5% Communications Equipment ........................... 0.4% Wireless Communications ............................ 0.4% U.S. Treasury Bills ................................ 0.3% Machinery .......................................... 0.3% Energy and Utilities ............................... 0.3% Paper and Forest Products .......................... 0.3% Energy and Utilities: Water ........................ 0.3% Aviation: Parts and Services ....................... 0.2% Commercial Services ................................ 0.2% Agriculture ........................................ 0.1% Real Estate Investment Trusts ...................... 0.1% Computer Software & Services ....................... 0.1% Real Estate ........................................ 0.0% Manufactured Housing and Recreational Vehicles ..... 0.0% Restaurants ........................................ 0.0% ------ 100.0% ====== SHORT POSITIONS Financial Services ................................. (0.4)% ======= THE FUND FILES A COMPLETE SCHEDULE OF PORTFOLIO HOLDINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") FOR THE FIRST AND THIRD QUARTERS OF EACH FISCAL YEAR ON FORM N-Q, THE LAST OF WHICH WAS FILED FOR THE QUARTER ENDED MARCH 31, 2007. SHAREHOLDERS MAY OBTAIN THIS INFORMATION AT WWW.GABELLI.COM OR BY CALLING THE FUND AT 800-GABELLI (800-422-3554). THE FUND'S FORM N-Q IS AVAILABLE ON THE SEC'S WEBSITE AT WWW.SEC.GOV AND MAY ALSO BE REVIEWED AND COPIED AT THE SEC'S PUBLIC REFERENCE ROOM IN WASHINGTON, DC. INFORMATION ON THE OPERATION OF THE PUBLIC REFERENCE ROOM MAY BE OBTAINED BY CALLING 1-800-SEC-0330. PROXY VOTING The Fund files Form N-PX with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. A description of the Fund's proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC's website at www.sec.gov. SHAREHOLDER MEETING - MAY 14, 2007 - FINAL RESULTS The Annual Meeting of Shareholders was held on May 14, 2007 at the Greenwich Library in Greenwich, Connecticut. At that meeting, common and preferred shareholders, voting together as a single class, elected Mario J. Gabelli, Mario d'Urso, and Michael J. Melarkey as Trustees of the Fund. A total of 73,704,730 votes, 73,980,910 votes, and 73,603,111 votes were cast in favor of each Trustee and a total of 1,209,512 votes, 933,332 votes, and 1,311,131 votes were withheld for each Trustee, respectively. Anthony J. Colavita, James P. Conn, Frank J. Fahrenkopf, Jr., Salvatore M. Salibello, Edward T. Tokar, Anthonie C. van Ekris, and Salvatore J. Zizza continue to serve in their capacities as Trustees of the Fund. We thank you for your participation and appreciate your continued support. 2 THE GABELLI DIVIDEND & INCOME TRUST SCHEDULE OF INVESTMENTS JUNE 30, 2007 (UNAUDITED) MARKET SHARES COST VALUE ------ ---- ------- COMMON STOCKS -- 92.4% AEROSPACE -- 1.2% 10,000 Goodrich Corp. ................ $ 281,823 $ 595,600 60,000 Kaman Corp. ................... 1,070,150 1,871,400 100,000 Rockwell Automation Inc. ...... 6,039,691 6,944,000 2,000,000 Rolls-Royce Group plc+ ........ 14,847,047 21,627,377 118,400,000 Rolls-Royce Group plc, Cl. B ....................... 231,987 242,516 -------------- -------------- 22,470,698 31,280,893 -------------- -------------- AGRICULTURE -- 0.1% 90,000 Archer-Daniels- Midland Co. ................. 1,972,035 2,978,100 -------------- -------------- AUTOMOTIVE -- 0.5% 28,000 Copart Inc.+ .................. 826,882 856,520 300,000 General Motors Corp. .......... 9,482,613 11,340,000 10,000 Navistar International Corp.+ . 228,717 660,000 -------------- -------------- 10,538,212 12,856,520 -------------- -------------- AUTOMOTIVE: PARTS AND ACCESSORIES -- 0.8% 100,000 Dana Corp.+ ................... 289,799 202,000 390,000 Genuine Parts Co. ............. 13,190,936 19,344,000 -------------- -------------- 13,480,735 19,546,000 -------------- -------------- AVIATION: PARTS AND SERVICES -- 0.2% 50,200 Sequa Corp., Cl. A+ ........... 3,653,269 5,622,400 -------------- -------------- BROADCASTING -- 1.3% 850,000 Clear Channel Communications Inc. ......... 31,194,415 32,147,000 -------------- -------------- BUILDING AND CONSTRUCTION -- 1.3% 10,000 Florida Rock Industries Inc. .. 669,746 675,000 15,000 Layne Christensen Co.+ ........ 449,560 614,250 1,844,704 Rinker Group Ltd .............. 28,877,740 29,464,700 47,000 Rinker Group Ltd., ADR ........ 3,716,432 3,741,200 -------------- -------------- 33,713,478 34,495,150 -------------- -------------- BUSINESS SERVICES -- 0.7% 15,000 Alliance Data Systems Corp.+ .............. 1,173,209 1,159,200 10,000 CDW Corp.+ .................... 852,015 849,700 500,000 First Data Corp. .............. 16,270,735 16,335,000 -------------- -------------- 18,295,959 18,343,900 -------------- -------------- CABLE AND SATELLITE -- 1.9% 600,000 Cablevision Systems Corp., Cl. A+ ...................... 18,455,073 21,714,000 14,200 Cogeco Inc. ................... 276,997 530,676 230,000 EchoStar Communications Corp., Cl. A+ ............... 6,826,542 9,975,100 81,734 Liberty Global Inc., Cl. A+ ... 1,686,985 3,354,363 MARKET SHARES COST VALUE ------ ---- ------- 34,318 Liberty Global Inc., Cl. C+ ... $ 760,276 $ 1,348,697 250,000 Rogers Communications Inc., Cl. B ................. 3,160,032 10,622,500 30,000 The DIRECTV Group Inc.+ ....... 469,613 693,300 -------------- -------------- 31,635,518 48,238,636 -------------- -------------- COMMERCIAL SERVICES -- 0.2% 140,000 PHH Corp.+ .................... 4,320,252 4,369,400 -------------- -------------- COMMUNICATIONS EQUIPMENT -- 0.0% 20,000 Thomas & Betts Corp.+ ......... 629,282 1,160,000 -------------- -------------- COMPUTER SOFTWARE AND SERVICES -- 0.1% 50,000 Covansys Corp.+ ............... 1,684,031 1,696,500 -------------- -------------- CONSUMER PRODUCTS -- 3.3% 275,000 Alberto-Culver Co. ............ 9,198,976 6,523,000 400,000 Altadis SA .................... 26,685,352 26,635,988 10,000 Altria Group Inc. ............. 373,512 701,400 120,000 Avon Products Inc. ............ 3,524,773 4,410,000 40,000 Eastman Kodak Co. ............. 912,574 1,113,200 44,000 Fortune Brands Inc. ........... 3,616,470 3,624,280 55,000 Hanesbrands Inc.+ ............. 1,344,318 1,486,650 84,000 Harman International Industries Inc. ............. 10,139,911 9,811,200 3,000 Herbalife Ltd. ................ 113,380 118,950 1,000 Kimberly-Clark Corp. .......... 53,184 66,890 60,000 Mattel Inc. ................... 1,009,842 1,517,400 2,000 Oakley Inc. ................... 56,883 56,800 175,000 Procter & Gamble Co. .......... 9,719,121 10,708,250 1,000,000 Swedish Match AB .............. 12,209,126 19,373,611 -------------- -------------- 78,957,422 86,147,619 -------------- -------------- DIVERSIFIED INDUSTRIAL -- 3.9% 153,000 Bouygues SA ................... 5,319,385 12,878,216 230,000 Cooper Industries Ltd., Cl. A ....................... 7,420,937 13,130,700 500,000 General Electric Co. .......... 16,320,036 19,140,000 275,000 Honeywell International Inc. .. 9,524,517 15,477,000 100,000 ITT Corp. ..................... 4,506,935 6,828,000 2,000 Pentair Inc. .................. 63,318 77,140 1,000 Textron Inc. .................. 51,500 110,110 1,051,000 Tomkins plc ................... 5,080,148 5,487,370 760,000 Tyco International Ltd. ....... 24,704,447 25,680,400 129,900 WHX Corp.+ .................... 1,279,961 1,104,150 -------------- -------------- 74,271,184 99,913,086 -------------- -------------- ELECTRONICS -- 1.1% 5,000 Color Kinetics Inc.+ .......... 166,962 167,050 1,075,000 Intel Corp. ................... 22,362,894 25,542,000 280,000 Trans-Lux Corp.+ .............. 2,037,979 1,738,800 -------------- -------------- 24,567,835 27,447,850 -------------- -------------- See accompanying notes to financial statements. 3 THE GABELLI DIVIDEND & INCOME TRUST SCHEDULE OF INVESTMENTS (CONTINUED) JUNE 30, 2007 (UNAUDITED) MARKET SHARES COST VALUE ------ ---- ------- COMMON STOCKS (CONTINUED) ENERGY AND UTILITIES: ELECTRIC -- 4.5% 30,000 Allegheny Energy Inc.+ ........ $ 438,040 $ 1,552,200 105,000 ALLETE Inc. ................... 3,452,097 4,940,250 280,000 American Electric Power Co. Inc. .............. 8,755,206 12,611,200 425,000 DPL Inc. ...................... 8,553,078 12,044,500 17,500 DTE Energy Co. ................ 667,957 843,850 273,000 Electric Power Development Co. Ltd. ........ 6,654,195 10,864,568 220,000 FPL Group Inc. ................ 7,596,481 12,482,800 590,000 Great Plains Energy Inc. ...... 18,068,826 17,180,800 370,000 Integrys Energy Group Inc. .... 17,973,626 18,770,100 150,000 Pepco Holdings Inc. ........... 2,892,851 4,230,000 240,000 Pinnacle West Capital Corp. ... 9,369,027 9,564,000 110,000 The Southern Co. .............. 3,184,128 3,771,900 255,000 Unisource Energy Corp. ........ 6,714,681 8,386,950 -------------- -------------- 94,320,193 117,243,118 -------------- -------------- ENERGY AND UTILITIES: INTEGRATED -- 9.2% 12,000 Alliant Energy Corp. .......... 305,115 466,200 150,000 Ameren Corp. .................. 6,831,599 7,351,500 2,000,000 Aquila Inc.+ .................. 8,464,295 8,180,000 50,000 Avista Corp. .................. 926,534 1,077,500 15,000 Black Hills Corp. ............. 492,427 596,250 33,000 CH Energy Group Inc. .......... 1,524,587 1,484,010 108,000 Chubu Electric Power Co. Inc. .............. 2,458,019 2,868,305 275,000 CONSOL Energy Inc. ............ 9,393,433 12,680,250 200,000 Consolidated Edison Inc. ...... 8,201,972 9,024,000 20,000 Dominion Resources Inc. ....... 1,455,866 1,726,200 205,000 Duke Energy Corp. ............. 2,873,955 3,751,500 430,000 Edison SpA .................... 1,002,090 1,388,035 300,000 El Paso Corp. ................. 3,557,045 5,169,000 20,000 Endesa SA ..................... 1,093,963 1,088,448 300,000 Enel SpA ...................... 2,324,318 3,238,140 47,000 Enel SpA, ADR ................. 1,839,336 2,523,900 144,000 Energy East Corp. ............. 3,285,119 3,756,960 168,000 FirstEnergy Corp. ............. 5,939,877 10,874,640 150,000 Hawaiian Electric Industries Inc. ............. 3,585,226 3,553,500 250,000 Hera SpA ...................... 552,073 1,048,081 121,500 Hokkaido Electric Power Co. Inc. .............. 2,282,208 2,639,695 121,500 Hokuriku Electric Power Co. ................... 2,131,359 2,353,523 114,958 Iberdrola SA, ADR ............. 5,733,530 6,447,799 80,500 Korea Electric Power Corp., ADR ............ 1,181,180 1,762,950 121,500 Kyushu Electric Power Co. Inc. .............. 2,374,466 3,187,371 MARKET SHARES COST VALUE ------ ---- ------- 21,000 Maine & Maritimes Corp.+ ...... $ 594,461 $ 563,850 75,300 MGE Energy Inc. ............... 2,445,126 2,460,051 35,102 National Grid plc, ADR ........ 1,588,562 2,589,826 255,000 NiSource Inc. ................. 5,329,541 5,281,050 600,000 NSTAR ......................... 14,329,143 19,470,000 481,000 OGE Energy Corp. .............. 11,581,024 17,628,650 34,000 Ormat Technologies Inc. ....... 510,000 1,281,120 330,000 Progress Energy Inc. .......... 14,816,426 15,044,700 160,000 Public Service Enterprise Group Inc. .................. 9,827,650 14,044,800 121,500 Shikoku Electric Power Co. Inc. .............. 2,264,565 2,866,660 15,000 TECO Energy Inc. .............. 255,758 257,700 121,500 The Chugoku Electric Power Co. Inc. .............. 2,194,052 2,407,797 35,000 The Empire District Electric Co. ................ 777,222 782,950 121,500 The Kansai Electric Power Co. Inc. .............. 2,333,021 2,876,528 108,000 The Tokyo Electric Power Co. Inc. .............. 2,545,172 3,473,543 121,500 Tohoku Electric Power Co. Inc. .............. 2,112,763 2,728,508 320,000 TXU Corp. ..................... 21,322,941 21,536,000 205,000 Vectren Corp. ................. 5,572,873 5,520,650 470,000 Westar Energy Inc. ............ 9,309,271 11,411,600 85,000 Wisconsin Energy Corp. ........ 2,690,561 3,759,550 230,000 Xcel Energy Inc. .............. 3,927,605 4,708,100 -------------- -------------- 196,137,329 238,931,390 -------------- -------------- ENERGY AND UTILITIES: NATURAL GAS -- 3.6% 8,000 AGL Resources Inc. ............ 217,299 323,840 70,000 Atmos Energy Corp. ............ 1,744,791 2,104,200 20,000 Delta Natural Gas Co. Inc. .... 504,315 517,000 6,000 Energen Corp. ................. 124,550 329,640 500,000 KeySpan Corp. ................. 18,605,417 20,990,000 20,000 Kinder Morgan Energy Partners LP ................. 824,553 1,103,800 350,000 National Fuel Gas Co. ......... 9,372,113 15,158,500 210,000 Nicor Inc. .................... 7,147,795 9,013,200 220,000 ONEOK Inc. .................... 5,480,182 11,090,200 300,000 SEMCO Energy Inc.+ ............ 1,686,087 2,331,000 200,000 Sempra Energy ................. 5,955,980 11,846,000 30,000 South Jersey Industries Inc. .. 657,687 1,061,400 70,000 Southern Union Co. ............ 1,656,784 2,281,300 150,000 Southwest Gas Corp. ........... 3,610,578 5,071,500 340,000 Spectra Energy Corp. .......... 6,763,930 8,826,400 60,000 The Laclede Group Inc. ........ 1,690,312 1,912,800 -------------- -------------- 66,042,373 93,960,780 -------------- -------------- See accompanying notes to financial statements. 4 THE GABELLI DIVIDEND & INCOME TRUST SCHEDULE OF INVESTMENTS (CONTINUED) JUNE 30, 2007 (UNAUDITED) MARKET SHARES COST VALUE ------ ---- ------- COMMON STOCKS (CONTINUED) ENERGY AND UTILITIES: OIL -- 11.5% 20,000 Anadarko Petroleum Corp. ...... $ 650,810 $ 1,039,800 40,000 Apache Corp. .................. 1,905,219 3,263,600 46,900 BG Group plc, ADR ............. 1,893,244 3,835,951 160,000 BP plc, ADR ................... 7,479,063 11,542,400 40,000 Cameron International Corp.+ ........ 1,103,787 2,858,800 140,000 Chesapeake Energy Corp. ....... 2,429,835 4,844,000 319,000 Chevron Corp. ................. 18,574,583 26,872,560 1,000 Cimarex Energy Co. ............ 28,300 39,410 417,000 ConocoPhillips ................ 21,122,661 32,734,500 78,000 Devon Energy Corp. ............ 3,448,499 6,106,620 185,000 Eni SpA, ADR .................. 6,769,273 13,384,750 225,000 Exxon Mobil Corp. ............. 10,427,149 18,873,000 65,000 Hanover Compressor Co.+ ....... 1,177,222 1,550,253 30,000 Hess Corp. .................... 830,468 1,768,800 580,000 Marathon Oil Corp. ............ 18,953,248 34,776,800 145,000 Murphy Oil Corp. .............. 7,348,500 8,618,800 4,000 Nabors Industries Ltd.+ ....... 97,350 133,520 1,000 Niko Resources Ltd. ........... 57,456 91,058 5,000 Noble Corp. ................... 254,820 487,600 370,000 Occidental Petroleum Corp. .... 13,217,802 21,415,600 14,000 Oceaneering International Inc.+ ......... 390,875 736,960 30,000 PetroChina Co. Ltd., ADR ...... 2,256,659 4,460,400 280,000 Repsol YPF SA, ADR ............ 5,930,532 10,836,000 200,000 Royal Dutch Shell plc, Cl. A, ADR .................. 9,567,840 16,240,000 900,000 Statoil ASA, ADR .............. 12,881,531 27,909,000 200,000 Sunoco Inc. ................... 10,648,405 15,936,000 200,000 Total SA, ADR ................. 8,718,885 16,196,000 90,000 Transocean Inc.+ .............. 5,288,878 9,538,200 -------------- -------------- 173,452,894 296,090,382 -------------- -------------- ENERGY AND UTILITIES: SERVICES -- 2.5% 135,000 ABB Ltd., ADR ................. 1,474,605 3,051,000 20,000 Baker Hughes Inc. ............. 759,763 1,682,600 268,000 Diamond Offshore Drilling Inc. ............... 15,280,436 27,218,080 640,000 Halliburton Co. ............... 17,703,558 22,080,000 120,000 Schlumberger Ltd. ............. 3,977,835 10,192,800 -------------- -------------- 39,196,197 64,224,480 -------------- -------------- ENERGY AND UTILITIES: WATER -- 0.3% 11,000 American States Water Co. ..... 273,608 391,270 53,333 Aqua America Inc. ............. 873,085 1,199,459 6,000 Artesian Resources Corp., Cl. A ....................... 113,635 115,200 3,000 California Water Service Group ............... 94,710 112,470 MARKET SHARES COST VALUE ------ ---- ------- 11,500 Connecticut Water Service Inc. ................ $ 276,036 $ 280,255 1,000 Consolidated Water Co. Ltd. .................... 26,770 29,310 6,000 Middlesex Water Co. ........... 111,082 115,260 21,466 Pennichuck Corp. .............. 417,620 542,017 82,000 SJW Corp. ..................... 1,384,964 2,730,600 16,800 Southwest Water Co. ........... 192,169 214,536 5,000 Suez SA ....................... 156,718 287,406 168,000 Suez SA, Strips+ .............. 0 2,274 36,000 United Utilities plc, ADR ..... 774,333 1,024,920 9,000 York Water Co. ................ 115,031 159,750 -------------- -------------- 4,809,761 7,204,727 -------------- -------------- ENTERTAINMENT -- 0.6% 8,000 Grupo Televisa SA, ADR ........ 79,516 220,880 300,000 Time Warner Inc. .............. 5,098,815 6,312,000 200,000 Vivendi ....................... 6,289,470 8,637,748 -------------- -------------- 11,467,801 15,170,628 -------------- -------------- ENVIRONMENTAL SERVICES -- 0.7% 100,000 Allied Waste Industries Inc.+ ............ 1,033,110 1,346,000 1,000 Hyflux Ltd. ................... 1,686 1,914 12,375 Veolia Environnement .......... 395,937 971,945 409,000 Waste Management Inc. ......... 14,415,746 15,971,450 -------------- -------------- 15,846,479 18,291,309 -------------- -------------- EQUIPMENT AND SUPPLIES -- 1.9% 110,000 CIRCOR International Inc. ..... 2,003,636 4,447,300 30,000 Lufkin Industries Inc. ........ 513,283 1,936,500 60,000 Mueller Industries Inc. ....... 2,463,788 2,066,400 420,000 RPC Inc. ...................... 1,866,263 7,156,800 225,000 Tenaris SA, ADR ............... 10,713,441 11,016,000 300,000 Weatherford International Ltd.+ ......... 12,987,048 16,572,000 300,000 Xerox Corp.+ .................. 4,332,751 5,544,000 -------------- -------------- 34,880,210 48,739,000 -------------- -------------- FINANCIAL SERVICES -- 16.6% 80,000 A.G. Edwards Inc. ............. 7,009,049 6,764,000 100,000 ABN AMRO Holding NV ........... 4,890,466 4,608,513 35,000 ABN AMRO Holding NV, ADR ......................... 1,699,766 1,607,200 40,000 AFLAC Inc. .................... 2,098,398 2,056,000 180,000 AllianceBernstein Holding LP .................. 10,531,935 15,676,200 380,000 American Express Co. .......... 16,989,679 23,248,400 300,000 American International Group Inc. .................. 18,347,321 21,009,000 55,000 Ameriprise Financial Inc. ..... 2,162,745 3,496,350 See accompanying notes to financial statements. 5 THE GABELLI DIVIDEND & INCOME TRUST SCHEDULE OF INVESTMENTS (CONTINUED) JUNE 30, 2007 (UNAUDITED) MARKET SHARES COST VALUE ------ ---- ------- COMMON STOCKS (CONTINUED) FINANCIAL SERVICES (CONTINUED) 42,000 Astoria Financial Corp. ....... $ 1,263,649 $ 1,051,680 370,000 Bank of America Corp. ......... 17,293,298 18,089,300 5,000 BlackRock Inc. ................ 387,461 782,950 90,000 Capital One Financial Corp. ... 6,889,337 7,059,600 30,000 CIGNA Corp. ................... 1,637,940 1,566,600 40,000 CIT Group Inc. ................ 2,209,847 2,193,200 800,000 Citigroup Inc. ................ 40,141,795 41,032,000 230,000 Commerce Bancorp Inc. ......... 7,705,490 8,507,700 60,000 Compass Bancshares Inc. ....... 4,171,094 4,138,800 30,000 Deutsche Bank AG .............. 2,456,595 4,342,200 9,500 Discover Financial Services+ ................... 284,435 270,750 120,000 Fannie Mae .................... 6,492,036 7,839,600 48,909 Fidelity National Financial Inc., Cl. A ....... 981,053 1,159,143 21,496 Fidelity National Information Services Inc. ... 749,854 1,166,803 160,000 Fifth Third Bancorp ........... 7,054,543 6,363,200 100,000 First Horizon National Corp. .............. 4,259,774 3,900,000 60,000 First Republic Bank ........... 3,230,408 3,219,600 52,100 Flushing Financial Corp. ...... 963,908 836,726 27,000 Hartford Financial Services Group Inc. ......... 1,748,090 2,659,770 40,000 Hudson City Bancorp Inc. ...... 544,050 488,800 1,000 International Securities Exchange Holdings Inc. ...... 65,732 65,350 470,000 JPMorgan Chase & Co. .......... 16,947,592 22,771,500 50,000 Legg Mason Inc. ............... 4,462,207 4,919,000 10,000 Lehman Brothers Holdings Inc. ............... 648,864 745,200 100,000 Marshall & Ilsley Corp. ....... 4,831,076 4,763,000 122,000 Merrill Lynch & Co. Inc. ...... 8,318,909 10,196,760 266,000 Morgan Stanley ................ 18,585,864 22,312,080 64,000 National Australia Bank Ltd., ADR .............. 7,456,729 11,136,429 190,000 New York Community Bancorp Inc. ................ 3,648,851 3,233,800 80,000 NewAlliance Bancshares Inc. ............. 1,234,701 1,177,600 210,000 Nuveen Investments Inc., Cl. A ....................... 13,254,460 13,051,500 200,000 PNC Financial Services Group Inc. .................. 10,703,980 14,316,000 305,000 Popular Inc. .................. 6,541,535 4,901,350 220,000 Regions Financial Corp. ....... 7,211,658 7,282,000 100,000 SLM Corp. ..................... 5,426,047 5,758,000 560,220 Sovereign Bancorp Inc. ........ 12,929,655 11,843,051 44,050 Sterling Bancorp .............. 824,926 706,122 MARKET SHARES COST VALUE ------ ---- ------- 100,000 T. Rowe Price Group Inc. ...... $ 3,368,235 $ 5,189,000 60,000 The Allstate Corp. ............ 3,220,720 3,690,600 350,000 The Bank of New York Co. Inc. ........... 11,338,881 14,504,000 4,000 The Progressive Corp. ......... 89,520 95,720 290,000 The Travelers Companies Inc. .............. 10,913,064 15,515,000 5,000 Unitrin Inc. .................. 187,486 245,900 15,974 Valley National Bancorp ....... 378,551 359,255 250,000 Wachovia Corp. ................ 12,026,881 12,812,500 400,000 Waddell & Reed Financial Inc., Cl. A ....... 8,823,625 10,404,000 10,000 Washington Mutual Inc. ........ 391,600 426,400 3,500 Webster Financial Corp. ....... 155,536 149,345 450,000 Wells Fargo & Co. ............. 13,331,455 15,826,500 85,200 Wilmington Trust Corp. ........ 3,043,530 3,536,652 167,000 Zions Bancorporation .......... 11,735,797 12,843,970 -------------- -------------- 376,291,683 429,911,669 -------------- -------------- FOOD AND BEVERAGE -- 7.2% 170,000 Anheuser-Busch Companies Inc. .............. 7,796,934 8,867,200 229,200 Cadbury Schweppes plc, ADR ......................... 11,274,498 12,445,560 45,000 Campbell Soup Co. ............. 1,354,288 1,746,450 80,000 China Mengniu Dairy Co. Ltd. .............. 271,367 275,731 185,000 ConAgra Foods Inc. ............ 4,599,660 4,969,100 900,000 Davide Campari- Milano SpA .................. 9,199,133 9,446,437 7,000 Dean Foods Co. ................ 327,445 223,090 300,000 General Mills Inc. ............ 14,568,199 17,526,000 360,000 Groupe Danone ................. 19,389,974 29,244,366 100,000 H.J. Heinz Co. ................ 3,521,143 4,747,000 140,000 ITO EN Ltd. ................... 4,626,406 4,605,076 1,000 Kellogg Co. ................... 35,550 51,790 160,000 Kikkoman Corp. ................ 2,198,949 2,380,670 350,000 Kraft Foods Inc., Cl. A ....... 10,695,400 12,337,500 100,000 Morinaga Milk Industry Co. Ltd. ........... 431,707 402,843 250,000 Nissin Food Products Co. Ltd. ........... 8,733,847 8,385,787 500,000 Parmalat SpA .................. 1,885,518 2,124,924 339,450 Parmalat SpA, GDR (a) ......... 981,615 1,439,505 343,700 PepsiAmericas Inc. ............ 7,116,399 8,441,272 20,000 PepsiCo Inc. .................. 1,220,070 1,297,000 1,500 Pernod-Ricard SA .............. 305,601 332,848 2,500 Remy Cointreau SA ............. 173,912 187,623 1,100,000 Sara Lee Corp. ................ 18,633,132 19,140,000 290,000 The Coca-Cola Co. ............. 12,717,402 15,169,900 100,000 The Hershey Co. ............... 5,333,855 5,062,000 See accompanying notes to financial statements. 6 THE GABELLI DIVIDEND & INCOME TRUST SCHEDULE OF INVESTMENTS (CONTINUED) JUNE 30, 2007 (UNAUDITED) MARKET SHARES COST VALUE ------ ---- ------- COMMON STOCKS (CONTINUED) FOOD AND BEVERAGE (CONTINUED) 62,000 Wm. Wrigley Jr. Co. ........... $ 2,976,799 $ 3,429,220 3,000 Wm. Wrigley Jr. Co., Cl. B ....................... 167,630 165,000 450,000 YAKULT HONSHA Co. Ltd. ............. 12,437,775 11,403,046 -------------- -------------- 162,974,208 185,846,938 -------------- -------------- HEALTH CARE -- 3.3% 4,000 Advanced Medical Optics Inc.+ ................ 138,875 139,520 1,000 Bausch & Lomb Inc. ............ 66,686 69,440 100,000 Biomet Inc. ................... 4,549,060 4,572,000 115,000 Bristol-Myers Squibb Co. ...... 2,789,992 3,629,400 175,000 Eli Lilly & Co. ............... 9,922,089 9,779,000 10,000 Genesis HealthCare Corp.+ ..... 665,838 684,200 10,000 Health Management Associates Inc., Cl. A ...... 208,993 113,600 90,000 IMS Health Inc. ............... 2,258,034 2,891,700 220,000 Merck & Co. Inc. .............. 8,376,601 10,956,000 140,000 Owens & Minor Inc. ............ 4,250,284 4,891,600 900,000 Pfizer Inc. ................... 25,071,358 23,013,000 200,000 Sierra Health Services Inc.+ .. 8,288,034 8,316,000 42,000 St. Jude Medical Inc.+ ........ 1,810,813 1,742,580 60,000 Triad Hospitals Inc.+ ......... 2,966,837 3,225,600 1,500 Ventana Medical Systems Inc.+ ............... 114,633 115,905 130,000 Wyeth ......................... 6,096,113 7,454,200 45,000 Zimmer Holdings Inc.+ ......... 2,850,572 3,820,050 -------------- -------------- 80,424,812 85,413,795 -------------- -------------- HOTELS AND GAMING -- 1.3% 22,000 Boyd Gaming Corp. ............. 1,097,278 1,082,180 90,000 Harrah's Entertainment Inc. ... 7,090,379 7,673,400 450,000 Hilton Hotels Corp. ........... 13,987,173 15,061,500 705,882 Ladbrokes plc ................. 9,246,474 6,137,735 45,000 Pinnacle Entertainment Inc.+ ......... 1,423,938 1,266,750 30,000 Station Casinos Inc. .......... 2,622,475 2,604,000 -------------- -------------- 35,467,717 33,825,565 -------------- -------------- MACHINERY -- 0.3% 150,000 CNH Global NV ................. 2,953,367 7,663,500 50,000 Intermec Inc.+ ................ 1,146,944 1,265,500 -------------- -------------- 4,100,311 8,929,000 -------------- -------------- MANUFACTURED HOUSING AND RECREATIONAL VEHICLES -- 0.0% 4,000 Skyline Corp. ................. 141,027 120,040 -------------- -------------- MARKET SHARES COST VALUE ------ ---- ------- METALS AND MINING -- 0.6% 25,000 Alcan Inc. .................... $ 2,018,987 $ 2,032,500 50,000 Alcoa Inc. .................... 1,527,886 2,026,500 10,000 Alliance Holdings GP LP ....... 230,523 297,600 20,000 Arch Coal Inc. ................ 314,774 696,000 8,000 BHP Billiton Ltd., ADR ........ 217,549 478,000 3,000 Fording Canadian Coal Trust .................. 32,950 98,460 100,000 Freeport-McMoRan Copper & Gold Inc. .......... 3,495,728 8,282,000 10,000 Massey Energy Co. ............. 235,475 266,500 25,000 Peabody Energy Corp. .......... 353,789 1,209,500 1,000 Rio Tinto plc, ADR ............ 127,360 306,120 3,000 Westmoreland Coal Co.+ ........ 52,605 82,050 -------------- -------------- 8,607,626 15,775,230 -------------- -------------- PAPER AND FOREST PRODUCTS -- 0.3% 200,000 International Paper Co. ....... 6,863,452 7,810,000 -------------- -------------- PUBLISHING -- 0.6% 215,000 Dow Jones & Co. Inc. .......... 10,051,108 12,351,750 38,500 Idearc Inc. ................... 1,111,123 1,360,205 59,000 Tribune Co. ................... 1,861,450 1,734,600 -------------- -------------- 13,023,681 15,446,555 -------------- -------------- REAL ESTATE -- 0.0% 18,000 Brookfield Asset Management Inc., Cl. A ...... 186,196 718,200 -------------- -------------- REAL ESTATE INVESTMENT TRUSTS -- 0.1% 110,000 Equity Inns Inc. .............. 2,502,850 2,464,000 30,000 Winston Hotels Inc. ........... 433,995 450,000 -------------- -------------- 2,936,845 2,914,000 -------------- -------------- RESTAURANTS -- 0.0% 1,000 Smith & Wollensky Restaurant Group Inc.+ ...... 9,798 10,860 -------------- -------------- RETAIL -- 1.7% 170,000 CVS Caremark Corp. ............ 6,340,378 6,196,500 500,000 Dollar General Corp. .......... 10,721,440 10,960,000 142,000 Ingles Markets Inc., Cl. A .... 1,615,209 4,891,900 410,000 Safeway Inc. .................. 8,674,488 13,952,300 22,000 Saks Inc. ..................... 395,507 469,700 310,000 Sally Beauty Holdings Inc.+ .............. 3,837,420 2,790,000 80,000 SUPERVALU Inc. ................ 2,385,810 3,705,600 -------------- -------------- 33,970,252 42,966,000 -------------- -------------- SPECIALTY CHEMICALS -- 1.3% 5,000 Arkema, ADR+ .................. 269,656 327,441 140,000 Ashland Inc. .................. 8,906,221 8,953,000 See accompanying notes to financial statements. 7 THE GABELLI DIVIDEND & INCOME TRUST SCHEDULE OF INVESTMENTS (CONTINUED) JUNE 30, 2007 (UNAUDITED) SHARES/ MARKET UNITS COST VALUE ------ ---- ------- COMMON STOCKS (CONTINUED) SPECIALTY CHEMICALS (CONTINUED) 140,000 E.I. du Pont de Nemours & Co. ............... $ 5,905,751 $ 7,117,600 230,000 Ferro Corp. ................... 4,473,023 5,733,900 3,000 Huntsman Corp. ................ 72,780 72,930 100,000 Olin Corp. .................... 1,826,861 2,100,000 225,000 The Dow Chemical Co. .......... 9,192,760 9,949,500 18,146 Tronox Inc., Cl. B ............ 186,196 254,951 -------------- -------------- 30,833,248 34,509,322 -------------- -------------- TELECOMMUNICATIONS -- 6.7% 230,000 Alltel Corp. .................. 15,670,905 15,536,500 400,000 AT&T Inc. ..................... 9,394,488 16,600,000 800,000 Avaya Inc.+ ................... 13,728,000 13,472,000 700,000 BCE Inc. ...................... 16,860,723 26,453,000 47,125 Bell Aliant Regional Communications Income Fund+ (a)(b) ......... 1,278,068 1,386,889 71,000 BT Group plc, ADR ............. 2,221,635 4,727,180 2,000 CenturyTel Inc. ............... 58,989 98,100 50,000 Compania de Telecomunicaciones de Chile SA, ADR ............... 607,686 475,500 300,000 Deutsche Telekom AG, ADR ..................... 5,460,643 5,523,000 30,000 Embarq Corp. .................. 1,238,482 1,901,100 55,000 France Telecom SA, ADR ........ 1,338,443 1,511,400 210,000 Hellenic Telecommunications Organization SA, ADR ........ 1,644,219 3,265,500 250,000 Portugal Telecom SGPS SA ...... 2,985,981 3,461,460 50,000 Portugal Telecom SGPS SA, ADR ......................... 637,465 694,500 70,000 Qwest Communications International Inc.+ ......... 205,742 679,000 840,000 Sprint Nextel Corp. ........... 16,438,020 17,396,400 15,000 Telecom Corp. of New Zealand Ltd., ADR ........... 383,908 418,800 200,000 Telecom Italia SpA, ADR ....... 5,741,078 5,492,000 26,000 Telefonica SA, ADR ............ 1,107,367 1,735,760 207,000 Telefonos de Mexico SAB de CV, Cl. L, ADR ........... 3,416,166 7,843,230 130,000 Telstra Corp. Ltd., ADR ....... 2,392,135 2,531,204 76,100 TELUS Corp., Non-Voting, ADR ......................... 1,574,712 4,489,095 760,000 Verizon Communications Inc. ......... 26,511,422 31,289,200 200,000 Vodafone Group plc, ADR ....... 5,412,380 6,726,000 -------------- -------------- 136,308,657 173,706,818 -------------- -------------- MARKET SHARES COST VALUE ------ ---- ------- TRANSPORTATION -- 0.6% 3,000 EGL Inc.+ ..................... $ 107,313 $ 139,440 10,000 Florida East Coast Industries Inc. ............. 838,645 829,800 4,000 Frontline Ltd. ................ 137,211 183,400 255,000 GATX Corp. .................... 7,608,244 12,558,764 24,000 Golden Ocean Group Ltd. ....... 14,400 78,346 3,000 Ship Finance International Ltd. .......... 66,356 89,040 30,000 Teekay Corp. .................. 1,007,822 1,737,300 -------------- -------------- 9,779,991 15,616,090 -------------- -------------- WIRELESS COMMUNICATIONS -- 0.4% 7,000 Crown Castle International Corp.+ ........ 113,182 253,890 110,000 United States Cellular Corp.+ ............. 5,022,195 9,966,000 3,000 Vimpel-Communications, ADR ......................... 91,155 316,080 -------------- -------------- 5,226,532 10,535,970 -------------- -------------- TOTAL COMMON STOCKS ................ 1,894,683,598 2,390,154,920 -------------- -------------- CONVERTIBLE PREFERRED STOCKS -- 1.6% AEROSPACE -- 0.0% 8,200 Northrop Grumman Corp., 7.000% Cv. Pfd., Ser. B ..... 983,758 1,184,080 -------------- -------------- AUTOMOTIVE -- 0.0% 15,000 General Motors Corp., 4.500% Cv. Pfd., Ser. A ..... 389,485 328,650 -------------- -------------- BROADCASTING -- 0.0% 20,460 Emmis Communications Corp., 6.250% Cv. Pfd., Ser. A ..... 960,081 863,003 -------------- -------------- BUILDING AND CONSTRUCTION -- 0.0% 200 Fleetwood Capital Trust, 6.000% Cv. Pfd. ............. 6,210 6,350 -------------- -------------- DIVERSIFIED INDUSTRIAL -- 0.4% 178,400 Owens-Illinois Inc., 4.750% Cv. Pfd. ............. 5,926,959 7,537,400 80,000 Smurfit-Stone Container Corp., 7.000% Cv. Pfd., Ser. A ..... 1,996,123 1,876,000 -------------- -------------- 7,923,082 9,413,400 -------------- -------------- See accompanying notes to financial statements. 8 THE GABELLI DIVIDEND & INCOME TRUST SCHEDULE OF INVESTMENTS (CONTINUED) JUNE 30, 2007 (UNAUDITED) MARKET SHARES COST VALUE ------ ---- ------- CONVERTIBLE PREFERRED STOCKS (CONTINUED) ENERGY AND UTILITIES -- 0.3% 5,000 Chesapeake Energy Corp., 5.000% Cv. Pfd. (a) ......... $ 512,500 $ 728,750 20,000 CMS Energy Corp., 4.500% Cv. Pfd., Ser. B ...................... 1,069,062 1,822,500 130,000 El Paso Energy Capital Trust I, 4.750% Cv. Pfd., Ser. C ..... 4,680,219 5,480,800 -------------- -------------- 6,261,781 8,032,050 -------------- -------------- ENTERTAINMENT -- 0.1% 84,800 Six Flags Inc., 7.250% Cv. Pfd., Ser. B ..... 2,007,467 2,030,960 -------------- -------------- FINANCIAL SERVICES -- 0.3% 1,500 Doral Financial Corp., 4.750% Cv. Pfd. ............. 207,335 202,500 137,000 Newell Financial Trust I, 5.250% Cv. Pfd. ............. 6,428,812 6,747,250 -------------- -------------- 6,636,147 6,949,750 -------------- -------------- HEALTH CARE -- 0.0% 12,000 Omnicare Inc., 4.000% Cv. Pfd., Ser. B ..... 705,608 598,500 -------------- -------------- TELECOMMUNICATIONS -- 0.4% 50,000 Cincinnati Bell Inc., 6.750% Cv. Pfd., Ser. B ..... 2,118,418 2,392,500 120,000 Crown Castle International Corp., 6.250% Cv. Pfd. ............. 5,522,500 6,840,000 -------------- -------------- 7,640,918 9,232,500 -------------- -------------- TRANSPORTATION -- 0.1% 1,500 GATX Corp., $2.50 Cv. Pfd. .............. 199,475 363,953 982 Kansas City Southern, 4.250% Cv. Pfd. ............. 551,884 1,262,940 -------------- -------------- 751,359 1,626,893 -------------- -------------- TOTAL CONVERTIBLE PREFERRED STOCKS ............. 34,265,896 40,266,136 -------------- -------------- PRINCIPAL AMOUNT ------- CONVERTIBLE CORPORATE BONDS -- 1.4% AUTOMOTIVE: PARTS AND ACCESSORIES -- 0.0% $ 500,000 Standard Motor Products Inc., Sub. Deb. Cv., 6.750%, 07/15/09 ............ 488,292 478,750 -------------- -------------- PRINCIPAL MARKET AMOUNT COST VALUE ------ ---- ------- BROADCASTING -- 0.5% $ 100,000 Lin Television Corp., Sub. Deb. Cv., 2.500%, 05/15/33 ............ $ 91,717 $ 97,500 13,000,000 Sinclair Broadcast Group Inc., Sub. Deb. Cv., 6.000%, 09/15/12 ............ 11,012,714 12,545,000 -------------- -------------- 11,104,431 12,642,500 -------------- -------------- COMMUNICATIONS EQUIPMENT -- 0.4% 10,000,000 Agere Systems Inc., Sub. Deb. Cv., 6.500%, 12/15/09 ............ 10,047,088 10,212,500 -------------- -------------- ENTERTAINMENT -- 0.1% 1,500,000 The Walt Disney Co., Cv., 2.125%, 04/15/23 ............ 1,508,081 1,803,750 -------------- -------------- FINANCIAL SERVICES -- 0.0% 250,000 AON Corp., Deb. Cv., 3.500%, 11/15/12 ............ 257,088 497,812 -------------- -------------- REAL ESTATE -- 0.0% Palm Harbor Homes Inc., Cv., 100,000 3.250%, 05/15/24 ............ 84,877 86,875 1,000,000 3.250%, 05/15/24 (a) ........ 974,162 868,750 -------------- -------------- 1,059,039 955,625 -------------- -------------- TELECOMMUNICATIONS -- 0.4% 10,000,000 Nortel Networks Corp., Cv., 4.250%, 09/01/08 ............ 9,832,798 9,912,500 -------------- -------------- TOTAL CONVERTIBLE CORPORATE BONDS .............. 34,296,817 36,503,437 -------------- -------------- SHARES ------- WARRANTS -- 0.0% FOOD AND BEVERAGE -- 0.0% 650 Parmalat SpA, GDR, expire 12/31/15+ (a)(b)(c) .. 0 1,608 -------------- -------------- PRINCIPAL AMOUNT ------- SHORT-TERM OBLIGATIONS -- 4.6% REPURCHASE AGREEMENTS -- 4.3% $55,460,000 Barclays Capital Inc., 4.250%, dated 06/29/07, due 07/02/07, proceeds at maturity, $55,479,642 (d) ... 55,460,000 55,460,000 See accompanying notes to financial statements. 3 THE GABELLI DIVIDEND & INCOME TRUST SCHEDULE OF INVESTMENTS (CONTINUED) JUNE 30, 2007 (UNAUDITED) PRINCIPAL MARKET AMOUNT COST VALUE ------ ---- ------- SHORT-TERM OBLIGATIONS (CONTINUED) REPURCHASE AGREEMENTS (CONTINUED) $55,459,000 Daiwa Securities America Inc., 4.000%, dated 06/29/07, due 07/02/07, proceeds at maturity, $55,477,486 (e) ... $ 55,459,000 $ 55,459,000 -------------- -------------- 110,919,000 110,919,000 -------------- -------------- U.S. TREASURY BILLS -- 0.3% 9,000,000 U.S. Treasury Bills, 4.372% to 4.563%++, 07/19/07 to 08/09/07 ........ 8,979,037 8,979,037 -------------- -------------- TOTAL SHORT-TERM OBLIGATIONS .................. 119,898,037 119,898,037 -------------- -------------- TOTAL INVESTMENTS -- 100.0% ................ $2,083,144,348 2,586,824,138 ============== SECURITIES SOLD SHORT (Proceeds received $9,824,509) ............................ (9,105,810) OTHER ASSETS AND LIABILITIES (NET) .......................... 21,396,229 PREFERRED STOCK (5,814,200 preferred shares outstanding) .................. (500,000,000) -------------- NET ASSETS -- COMMON SHARES (83,929,070 common shares outstanding) .................... $2,099,114,557 ============== NET ASSET VALUE PER COMMON SHARE ($2,099,114,557 / 83,929,070 shares outstanding) ......... $25.01 ====== MARKET SHARES PROCEEDS VALUE ------ -------- ------ SECURITIES SOLD SHORT -- (0.4)% FINANCIAL SERVICES -- (0.4)% 131,000 Morgan Stanley - W/I .......... $ 9,824,509 $ 9,105,810 ============== ============== (a) Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2007, the Rule 144A securities are considered liquid and the market value amounted to $4,425,502 or 0.17% of total investments. (b) Security fair valued under procedures established by the Board of Trustees. The procedures may include reviewing available financial information about the company and reviewing valuation of comparable securities and other factors on a regular basis. At June 30, 2007, the market value of fair valued securities amounted to $1,388,497or 0.05% of total investments. (c) At June 30, 2007, the Fund held investments in restricted and illiquid securities amounting to $1,608 or 0.00% of total investments, which were valued under methods approved by the Board, as follows: 06/30/07 ACQUISITION ACQUISITION ACQUISITION CARRYING VALUE SHARES ISSUER DATE COST PER UNIT ------ ------ ----------- ----------- ------------ 650 Parmalat SpA, GDR warrants expire 12/31/15 .. 11/09/05 $0.00 $2.4738 (d) Collateralized by $43,190,000 U.S. Treasury Bond, 8.125%, due 08/15/21, market value $56,569,200. (e) Collateralized by $58,094,000 U.S. Treasury Notes, 3.125%, due 04/15/09, market value $56,569,033. W/I When Issued. + Non-income producing security. ++ Represents annualized yield at date of purchase. ADR American Depository Receipt GDR Global Depository Receipt % OF MARKET MARKET VALUE VALUE ------ ------- GEOGRAPHIC DIVERSIFICATION North America ........................ 78.8% $2,039,424,553 Europe ............................... 13.3 343,173,162 Latin America ........................ 3.3 85,049,607 Japan ................................ 2.4 63,443,919 Asia/Pacific ......................... 2.2 55,732,897 ------ -------------- Total Investments .................... 100.0% $2,586,824,138 ====== ============== See accompanying notes to financial statements. 10 THE GABELLI DIVIDEND & INCOME TRUST STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2007 (UNAUDITED) ASSETS: Investments, at value (cost $1,972,225,348) ............. $ 2,475,905,138 Repurchase agreements, at value (cost $110,919,000) ..... 110,919,000 Foreign currency, at value (cost $207,363) .............. 202,440 Deposit at broker ....................................... 8,239,005 Cash .................................................... 9,825,389 Receivable for investments sold ......................... 3,513,920 Unrealized appreciation on swap contracts ............... 3,030,858 Dividends and interest receivable ....................... 4,666,581 Prepaid expense ......................................... 36,760 --------------- TOTAL ASSETS ............................................ 2,616,339,091 --------------- LIABILITIES: Securities sold short (proceeds $9,824,509) ............. 9,105,810 Payable for investments purchased ....................... 2,981,661 Distributions payable ................................... 344,906 Payable for investment advisory fees .................... 4,288,888 Payable for payroll expenses ............................ 10,427 Payable for accounting fees ............................. 3,872 Other accrued expenses .................................. 488,970 --------------- TOTAL LIABILITIES ....................................... 17,224,534 --------------- PREFERRED STOCK: Series A Cumulative Preferred Stock (5.875%, $25 liquidation value, $0.001 par value, 3,200,000 shares authorized with 3,200,000 shares issued and outstanding) .......................................... 80,000,000 Series B Cumulative Preferred Stock (Auction Market, $25,000 liquidation value, $0.001 par value, 4,000 shares authorized with 4,000 shares issued and outstanding) ...................................... 100,000,000 Series C Cumulative Preferred Stock (Auction Market, $25,000 liquidation value, $0.001 par value, 4,800 shares authorized with 4,800 shares issued and outstanding) ...................................... 120,000,000 Series D Cumulative Preferred Stock (6.00%, $25 liquidation value, $0.001 par value, 2,600,000 shares authorized with 2,600,000 shares issued and outstanding) .......................................... 65,000,000 Series E Cumulative Preferred Stock (Auction Rate, $25,000 liquidation value, $0.001 par value, 5,400 shares authorized with 5,400 shares issued and outstanding) .......................................... 135,000,000 --------------- TOTAL PREFERRED STOCK ................................... 500,000,000 --------------- NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS ................................... $ 2,099,114,557 =============== NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS CONSIST OF: Paid-in capital, at $0.001 par value .................... $ 1,543,032,693 Accumulated net investment income ....................... 16,446,114 Accumulated net realized gain on investments, written options, swap contracts, securities sold short, and foreign currency transactions .............. 32,215,571 Net unrealized appreciation on investments .............. 503,679,790 Net unrealized appreciation on swap contracts .......... 3,030,858 Net unrealized appreciation on securities sold short ................................. 718,699 Net unrealized depreciation on foreign currency translations ................................. (9,168) --------------- NET ASSETS .............................................. $ 2,099,114,557 =============== NET ASSET VALUE PER COMMON SHARE ($2,099,114,557 / 83,929,070 shares outstanding; unlimited number of shares authorized) .................. $25.01 ====== STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED) INVESTMENT INCOME: Dividends (net of foreign taxes of $1,060,612) ............ $ 32,977,391 Interest .................................................. 7,104,168 ------------- TOTAL INVESTMENT INCOME ................................... 40,081,559 ------------- EXPENSES: Investment advisory fees .................................. 12,693,284 Auction agent fees ........................................ 450,336 Shareholder communications expenses ....................... 277,993 Custodian fees ............................................ 160,049 Payroll expenses .......................................... 130,049 Trustees' fees ............................................ 85,434 Legal and audit fees ...................................... 48,330 Accounting fees ........................................... 22,621 Shareholder services fees ................................. 19,204 Interest expense .......................................... 6,648 Miscellaneous expenses .................................... 180,117 ------------- TOTAL EXPENSES ............................................ 14,074,065 Less: Custodian fee credits ............................... (87,634) ------------- NET EXPENSES .............................................. 13,986,431 ------------- NET INVESTMENT INCOME ..................................... 26,095,128 ------------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, WRITTEN OPTIONS, SWAP CONTRACTS, SECURITIES SOLD SHORT, AND FOREIGN CURRENCY: Net realized gain on investments .......................... 75,048,313 Net realized gain on written options ...................... 384,353 Net realized gain on swap contracts ....................... 1,546,427 Net realized loss on foreign currency transactions ........ (24,482) ------------- Net realized gain on investments, written options, swap contracts, and foreign currency transactions ....... 76,954,611 ------------- Net change in unrealized appreciation/depreciation: on investments .......................................... 75,599,301 on written options ...................................... 220,307 on swap contracts ....................................... (124,451) on securities sold short ................................ 718,699 on foreign currency translations ........................ (7,949) ------------- Net change in unrealized appreciation/ depreciation on investments, written options, swap contracts, securities sold short, and foreign currency translations ............................................ 76,405,907 ------------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, WRITTEN OPTIONS, SWAP CONTRACTS, SECURITIES SOLD SHORT, AND FOREIGN CURRENCY ............. 153,360,518 ------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ......................................... 179,455,646 ------------- Total Distributions to Preferred Stock Shareholders ...................................... (13,372,396) Recapture of gain on sale of Fund shares by an affiliate .................................. 4,338 ------------- NET INCREASE IN NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS ......................................... $ 166,087,588 ============= See accompanying notes to financial statements. 11 THE GABELLI DIVIDEND & INCOME TRUST STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS SIX MONTHS ENDED JUNE 30, 2007 YEAR ENDED (UNAUDITED) DECEMBER 31, 2006 --------------- ----------------- OPERATIONS: Net investment income ............................................................. $ 26,095,128 $ 72,921,975 Net realized gain on investments, written options, swap contracts, and foreign currency transactions ................................................... 76,954,611 93,722,202 Net change in unrealized appreciation/depreciation on investments, written options, swap contracts, securities sold short, and foreign currency translations. ....... 76,405,907 243,496,939 --------------- --------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .............................. 179,455,646 410,141,116 --------------- --------------- DISTRIBUTIONS TO PREFERRED SHAREHOLDERS: Net investment income ............................................................. (4,430,017)* (10,255,572) Net realized short-term gain on investments, written options, swap contracts, and foreign currency transactions ................................................... (1,819,399)* (4,091,893) Net realized long-term gain on investments, written options, swap contracts, futures contracts, securities sold short, and foreign currency transactions. .... (7,122,980)* (11,704,448) --------------- --------------- TOTAL DISTRIBUTIONS TO PREFERRED SHAREHOLDERS ..................................... (13,372,396) (26,051,913) --------------- --------------- NET INCREASE IN NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS ....................................................... 166,083,250 384,089,203 --------------- --------------- DISTRIBUTIONS TO COMMON SHAREHOLDERS: Net investment income ............................................................. (17,246,860)* (50,995,124) Net realized short-term gain on investments, written options, swap contracts, and foreign currency transactions ................................................... (7,083,253)* (20,346,652) Net realized long-term gain on investments, written options, swap contracts, futures contracts, securities sold short, and foreign currency transactions. .... (27,731,052)* (58,199,561) --------------- --------------- TOTAL DISTRIBUTIONS TO COMMON SHAREHOLDERS ........................................ (52,061,165) (129,541,337) --------------- --------------- FUND SHARE TRANSACTIONS: Net decrease from repurchase of common shares ..................................... (992,992) (6,491,041) Recapture of gain on sale of Fund shares by an affiliate .......................... 4,338 -- Offering costs for preferred shares charged to paid-in capital .................... -- (130,874) --------------- --------------- NET DECREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS ........................... (988,654) (6,621,915) --------------- --------------- NET INCREASE IN NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS .................... 113,033,431 247,925,951 NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS: Beginning of period ............................................................... 1,986,081,126 1,738,155,175 --------------- --------------- End of period (including undistributed net investment income of $16,446,114 and $12,027,863, respectively) ...................................... $ 2,099,114,557 $ 1,986,081,126 =============== =============== ------------- * Based on fiscal year to date book income. Amounts are subject to change and recharacterization at fiscal year end. See accompanying notes to financial statements. 12 THE GABELLI DIVIDEND & INCOME TRUST NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION. The Gabelli Dividend & Income Trust (the "Fund") is a non-diversified closed-end management investment company organized as a Delaware statutory trust on November 18, 2003 and registered under the Investment Company Act of 1940, as amended (the "1940 Act"). Investment operations commenced on November 28, 2003. The Fund's investment objective is to provide a high level of total return on its assets with an emphasis on dividends and income. The Fund will attempt to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in dividend paying securities (such as common and preferred stock) or other income producing securities (such as fixed income debt securities and securities that are convertible into equity securities). 2. SIGNIFICANT ACCOUNTING POLICIES. The preparation of financial statements in accordance with United States ("U.S.") generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. SECURITY VALUATION. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market's official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the "Board") so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the "Adviser"). Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market but prior to the close of business on the day the securities are being valued. Debt instruments with remaining maturities of 60 days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities' fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than 60 days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded. Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons to the valuation and changes in valuation of similar securities, including a comparison of foreign securities to the equivalent U.S. dollar value ADR securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security. In September 2006, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") 157, Fair Value Measurements, which clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. Adoption of SFAS 157 requires the use of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim 13 THE GABELLI DIVIDEND & INCOME TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) periods within those fiscal years. At this time, management is in the process of reviewing the requirements of SFAS 157 against its current valuation policies to determine future applicability. REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with primary government securities dealers recognized by the Federal Reserve Board, with member banks of the Federal Reserve System, or with other brokers or dealers that meet credit guidelines established by the Adviser and reviewed by the Board. Under the terms of a typical repurchase agreement, the Fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during the Fund's holding period. The Fund will always receive and maintain securities as collateral whose market value, including accrued interest, will be at least equal to 102% of the dollar amount invested by the Fund in each agreement. The Fund will make payment for such securities only upon physical delivery or upon evidence of book entry transfer of the collateral to the account of the custodian. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to maintain the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At June 30, 2007, the Fund had investments of $110,919,000 in repurchase agreements. OPTIONS. The Fund may purchase or write call or put options on securities or indices. As a writer of put options, the Fund receives a premium at the outset and then bears the risk of unfavorable changes in the price of the financial instrument underlying the option. The Fund would incur a loss if the price of the underlying financial instrument decreases between the date the option is written and the date on which the option is terminated. The Fund would realize a gain, to the extent of the premium, if the price of the financial instrument increases between those dates. As a purchaser of put options, the Fund pays a premium for the right to sell to the seller of the put option the underlying security at a specified price. The seller of the put has the obligation to purchase the underlying security upon exercise at the exercise price. If the price of the underlying security declines, the Fund would realize a gain upon sale or exercise. If the price of the underlying security increases or stays the same, the Fund would realize a loss upon sale or at expiration date, but only to the extent of the premium paid. In the case of call options, these exercise prices are referred to as "in-the-money," "at-the-money," and "out-of-the-money," respectively. The Fund may write (a) in-the-money call options when the Adviser expects that the price of the underlying security will remain stable or decline moderately during the option period, (b) covered at-the-money call options when the Adviser expects that the price of the underlying security will remain stable or advance moderately during the option period, and (c) out-of-the-money call options when the Adviser expects that the premiums received from writing the call option will be greater than the appreciation in the price of the underlying security above the exercise price. By writing a call option, the Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option. Out-of-the-money, at-the-money, and in-the-money put options (the reverse of call options as to the relation of exercise price to market price) may be utilized in the same market environments that such call options are used in equivalent transactions. At June 30, 2007, the Fund had no investments in options. SWAP AGREEMENTS. The Fund may enter into interest rate swap or cap transactions. The use of swaps and caps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio transactions. Swap agreements may involve, to varying degrees, elements of market and counterparty risk, and exposure to loss in excess of the related amounts reflected in the Statement of Assets and Liabilities. In an interest rate swap, the Fund would agree to pay to the other party to the interest rate swap (which is known as the "counterparty") 14 THE GABELLI DIVIDEND & INCOME TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) periodically a fixed rate payment in exchange for the counterparty agreeing to pay to the Fund periodically a variable rate payment that is intended to approximate the Fund's variable rate payment obligation on Series B Preferred Stock. In an interest rate cap, the Fund would pay a premium to the counterparty and, to the extent that a specified variable rate index exceeds a predetermined fixed rate, would receive from that counterparty payments of the difference based on the notional amount of such cap. Interest rate swap and cap transactions introduce additional risk because the Fund would remain obligated to pay preferred stock dividends when due in accordance with the Articles Supplementary even if the counterparty defaulted. The Fund has entered into an interest rate swap agreement with Citibank N.A. Under the agreement the Fund receives a floating rate of interest and pays a respective fixed rate of interest on the nominal value of the swap. Details of the swap at June 30, 2007 are as follows: NOTIONAL FLOATING RATE* TERMINATION NET UNREALIZED AMOUNT FIXED RATE (RATE RESET MONTHLY) DATE APPRECIATION --------- ---------- -------------------- ------------ ------------- $100,000,000 4.01% 5.32% June 2, 2010 $3,523,982 ---------------- * Based on Libor (London Interbank Offered Rate). The Fund may enter into equity swap transactions. The use of equity swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In an equity swap, a set of future cash flows are exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. The Fund has entered into equity swap agreements with Bear, Stearns International Limited. Details of the swaps at June 30, 2007 are as follows: NET UNREALIZED NOTIONAL EQUITY SECURITY INTEREST RATE/ TERMINATION APPRECIATION AMOUNT RECEIVED EQUITY SECURITY PAID DATE (DEPRECIATION) --------- --------------- -------------------- ------------ --------------- Market Value Overnight LIBOR plus Appreciation on: Market Value Depreciation on: $4,462,994 (200,000 Shares) Alliance Boots plc Alliance Boots plc 4/15/08 $ 77,876 4,742,004 (344,000 Shares) Cadbury Schweppes plc Cadbury Schweppes plc 2/15/08 (96,907) 18,893,965 (1,500,000 Shares) Imperial Chemical Industries plc Imperial Chemical Industries plc 5/15/08 (498,135) 2,127,433 (100,000 Shares) Hanson plc Hanson plc 4/15/08 24,042 --------- $(493,124) ========= If there is a default by the counterparty to a swap contract, the Fund will be limited to contractual remedies pursuant to the agreements related to the transaction. There is no assurance that the swap contract counterparties will be able to meet their obligations pursuant to a swap contract or that, in the event of default, the Fund will succeed in pursuing contractual remedies. The Fund thus assumes the risk that it may be delayed in or prevented from obtaining payments owed to it pursuant to a swap contract. The creditworthiness of the swap contract counterparties is closely monitored in order to minimize this risk. Depending on the general state of short-term interest rates and the returns on the Fund's portfolio securities at that point in time, such a default could negatively affect the Fund's ability to make dividend payments. In addition, at the time an equity swap or an interest rate swap or cap transaction reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction. If this occurs, it could have a negative impact on the Fund's ability to make dividend payments. 15 THE GABELLI DIVIDEND & INCOME TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) The use of derivative instruments involves, to varying degrees, elements of market and counterparty risk in excess of the amount recognized in the Statement of Assets and Liabilities. Unrealized gains related to swaps are reported as an asset and unrealized losses are reported as a liability in the Statement of Assets and Liabilities. The change in value of swaps, including the accrual of periodic amounts of interest to be paid or received on swaps are reported as unrealized gains or losses in the Statement of Operations. A realized gain or loss is recorded upon payment or receipt of a periodic payment or termination of swap agreements. FUTURES CONTRACTS. The Fund may engage in futures contracts for the purpose of hedging against changes in the value of its portfolio securities and in the value of securities it intends to purchase. Upon entering into a futures contract, the Fund is required to deposit with the broker an amount of cash or cash equivalents equal to a certain percentage of the contract amount. This is known as the "initial margin". Subsequent payments ("variation margin") are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, which are included in unrealized appreciation/depreciation on investments and futures contracts. The Fund recognizes a realized gain or loss when the contract is closed. There are several risks in connection with the use of futures contracts as a hedging instrument. The change in value of futures contracts primarily corresponds with the value of their underlying instruments, which may not correlate with the change in value of the hedged investments. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. At June 30, 2007, there were no open futures contracts. SECURITIES SOLD SHORT. The Fund may enter into short sale transactions. Short selling involves selling securities that may or may not be owned and, at times, borrowing the same securities for delivery to the purchaser, with an obligation to replace such borrowed securities at a later date. The proceeds received from short sales are recorded as liabilities and the Fund records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of an open short position on the day of determination. The Fund records a realized gain or loss when the short position is closed out. By entering into a short sale, the Fund bears the market risk of an unfavorable change in the price of the security sold short. Dividends on short sales are recorded as an expense by the Fund on the ex-dividend date and interest expense is recorded on the accrual basis. Securities sold short at June 30, 2007 are reported within the Schedule of Investments. FORWARD FOREIGN EXCHANGE CONTRACTS. The Fund may engage in forward foreign exchange contracts for hedging a specific transaction with respect to either the currency in which the transaction is denominated or another currency as deemed appropriate by the Adviser. Forward foreign exchange contracts are valued at the forward rate and are marked-to-market daily. The change in market value is included in unrealized appreciation/depreciation on investments and foreign currency translations. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of forward foreign exchange contracts does not eliminate fluctuations in the underlying prices of the Fund's portfolio securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign exchange contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. At June 30, 2007, there were no open forward foreign exchange contracts. FOREIGN CURRENCY TRANSLATIONS. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates 16 THE GABELLI DIVIDEND & INCOME TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial trade date and subsequent sale trade date is included in realized gain/(loss) on investments. FOREIGN SECURITIES. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the ability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers. FOREIGN TAXES. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests. RESTRICTED AND ILLIQUID SECURITIES. The Fund is not subject to an independent limitation on the amount it may invest in securities for which the markets are illiquid. Illiquid securities include securities the disposition of which is subject to substantial legal or contractual restrictions. The sale of illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity. SECURITIES TRANSACTIONS AND INVESTMENT INCOME. Securities transactions are accounted for on the trade date with realized gain or loss on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date except for certain dividends which are recorded as soon as the Fund is informed of the dividend. CUSTODIAN FEE CREDITS AND INTEREST EXPENSE. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as "custodian fee credits". When cash balances are overdrawn, the Fund is charged an overdraft fee of 2.00% above the Federal Funds rate on outstanding balances. This amount, if any, would be shown as "interest expense" in the Statement of Operations. DISTRIBUTIONS TO SHAREHOLDERS. Distributions to common shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under U.S. generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions 17 THE GABELLI DIVIDEND & INCOME TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) made by the Fund. Distributions from net investment income include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund. Distributions to shareholders of the Fund's 5.875% Series A Cumulative Preferred Stock, Series B Auction Market Cumulative Preferred Stock, Series C Auction Market Cumulative Preferred Stock, 6.00% Series D Cumulative Preferred Stock, and Series E Auction Rate Cumulative Preferred Stock ("Cumulative Preferred Stock") are recorded on a daily basis and are determined as described in Note 5. The tax character of distributions paid during the year ended December 31, 2006 was as follows: COMMON PREFERRED --------- --------- DISTRIBUTIONS PAID FROM: Ordinary income (inclusive of short-term capital gains) ..................... $ 71,341,776 $14,347,465 Net long-term capital gains .......... 58,199,561 11,704,448 ------------ ----------- Total distributions paid ............. $129,541,337 $26,051,913 ============ =========== PROVISION FOR INCOME TAXES. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required. As of December 31, 2006, the components of accumulated earnings/(losses) on a tax basis were as follows: Net unrealized appreciation on investments, written options, foreign currency, and swap contracts .................. $431,173,223 Post-October currency loss deferral ..................... (449,565) Undistributed ordinary income ........................... 11,337,666 Other temporary differences ............................. (1,545) ------------ Total ................................................... $442,059,779 ============ The following summarizes the tax cost of investments, written options, swap contracts, and the related unrealized appreciation/(depreciation) at June 30, 2007: GROSS GROSS COST/ UNREALIZED UNREALIZED NET UNREALIZED PROCEEDS APPRECIATION DEPRECIATION APPRECIATION -------- ------------ ------------- -------------- Investments ............. $2,084,983,118 $525,098,625 $(23,257,605) $501,841,020 Swap contracts .......... -- 3,625,900 (595,042) 3,030,858 Short sales ............. (9,824,509) 718,699 -- 718,699 -------------- ------------ ------------ ------------ $2,075,158,609 $529,443,224 $(23,852,647) $505,590,577 ============== ============ ============ ============ In July 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109" ("the Interpretation"). The Interpretation established for all entities, including pass-through entities such as the Fund, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and required certain expanded tax disclosures. The Interpretation was implemented by the Fund on June 29, 2007 and applied to all open tax years as of the effective date. Management has evaluated the application of the Interpretation to the Fund, and the adoption of the Interpretation had no impact on the amounts reported in the financial statements. 18 THE GABELLI DIVIDEND & INCOME TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 3. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES. The Fund has entered into an investment advisory agreement (the "Advisory Agreement") with the Adviser which provides that the Fund will pay the Adviser a fee, computed weekly and paid monthly, equal on an annual basis to 1.00% of the value of the Fund's average weekly net assets including the liquidation value of the preferred stock. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund's portfolio and oversees the administration of all aspects of the Fund's business and affairs. The Adviser has agreed to reduce the management fee on the incremental assets attributable to the Cumulative Preferred Stock if the total return of the NAV of the common shares of the Fund, including distributions and advisory fee subject to reduction, does not exceed the stated dividend rate or corresponding swap rate of each particular series of the Cumulative Preferred Stock for the fiscal year. The Fund's total return on the NAV of the common shares is monitored on a monthly basis to assess whether the total return on the NAV of the common shares exceeds the stated dividend rate or corresponding swap rate of each particular series of Cumulative Preferred Stock for the period. For the six months ended June 30, 2007, the Fund's total return on the NAV of the common shares exceeded the stated dividend rate or corresponding swap rate of all outstanding Preferred Stock. Thus, management fees were accrued on these assets. During the six months ended June 30, 2007, the Fund paid brokerage commissions of $756,778 to Gabelli & Company, Inc. ("Gabelli & Company"), an affiliate of the Adviser. The cost of calculating the Fund's NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. During the six months ended June 30, 2007, the Fund paid or accrued $22,621 to the Adviser in connection with the cost of computing the Fund's NAV. The Fund is assuming its portion of the allocated cost of the Gabelli Funds' Chief Compliance Officer in the amount of $19,708 for the six months ended June 30, 2007, which is included in payroll expenses in the Statement of Operations. As per the approval of the Board, the Fund compensates officers of the Fund that are employed by the Fund and are not employed by the Adviser (although the officers may receive incentive-based variable compensation from affiliates of the Adviser). For the six months ended June 30, 2007, the Fund paid or accrued $110,341, which is included in payroll expenses in the Statement of Operations. The Fund recaptured a gain of $4,338 on the sale of its shares by an affiliate of the Adviser. The Fund pays each Trustee that is not considered to be an affiliated person an annual retainer of $12,000 plus $1,500 for each Board meeting attended in person and $500 per telephonic meeting, and they are reimbursed for any out of pocket expenses incurred in attending meetings. All Board committee members receive $1,000 per meeting attended. 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. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund. 4. PORTFOLIO SECURITIES. Purchases and proceeds from the sales of securities for the six months ended June 30, 2007, other than short-term and U.S Government securities, aggregated $939,187,337 and $462,095,228, respectively. 19 THE GABELLI DIVIDEND & INCOME TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Option contracts written by the Fund during the six months ended June 30, 2007 were as follows: NUMBER OF CONTRACTS PREMIUMS ----------- ----------- Options outstanding at December 31, 2006 ... 5,544 $ 1,898,621 Options written ............................ 364 76,346 Options exercised .......................... (3,833) (1,590,614) Options expired ............................ (2,075) (384,353) ------ ----------- Options outstanding at June 30, 2007 ....... -- $ -- ====== =========== 5. CAPITAL. The Fund is authorized to issue an unlimited number of common shares of beneficial interest (par value $0.001). The Board has authorized the repurchase of its shares on the open market when the shares are trading at a discount of 7.5% or more (or such other percentage as the Board may determine from time to time) from the NAV of the shares. During the six months ended June 30, 2007, the Fund repurchased 44,100 shares of beneficial interest in the open market at a cost of $992,992 and an average discount of approximately 11.24% from its NAV. All shares of beneficial interest repurchased have been retired. Transactions in shares of beneficial interest were as follows: SIX MONTHS ENDED JUNE 30, 2007 YEAR ENDED (UNAUDITED) DECEMBER 31, 2006 ---------------------- ---------------------- SHARES AMOUNT SHARES AMOUNT ----------- ---------- ---------- --------- Net decrease from repurchase of common shares ....... (44,100) $(992,992) (340,235) $(6,491,041) The Fund's Declaration of Trust, as amended, authorizes the issuance of an unlimited number of shares of $0.001 par value Cumulative Preferred Stock. The Cumulative Preferred Stock is senior to the common shares and results in the financial leveraging of the common shares. Such leveraging tends to magnify both the risks and opportunities to common shareholders. Dividends on shares of the Cumulative Preferred Stock are cumulative. The Fund is required by the 1940 Act and by the Statements of Preferences to meet certain asset coverage tests with respect to the Cumulative Preferred Stock. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the 5.875% Series A, Series B Auction Market, Series C Auction Market, 6.00% Series D, and Series E Auction Rate Cumulative Preferred Stock at redemption prices of $25, $25,000, $25,000, $25, and $25,000, respectively, per share plus an amount equal to the accumulated and unpaid dividends whether or not declared on such shares in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Fund's ability to pay dividends to common shareholders and could lead to sales of portfolio securities at inopportune times. The income received on the Fund's assets may vary in a manner unrelated to the fixed and variable rates, which could have either a beneficial or detrimental impact on net investment income and gains available to common shareholders. On October 12, 2004, the Fund received net proceeds of $77,280,971 (after underwriting discounts of $2,520,000 and offering expenses of $199,029) from the public offering of 3,200,000 shares of 5.875% Series A Cumulative Preferred Stock. Commencing October 12, 2009 and thereafter, the Fund, at its option, may redeem the 5.875% Series A Cumulative Preferred Stock in whole or in part at the redemption price at any time. The Board has authorized the repurchase of Series A Cumulative Preferred Stock in the open market at prices less than the $25 liquidation value per share. During the six months ended June 30, 2007, the Fund did not repurchase any shares of 5.875% Series A Cumulative Preferred Stock. At June 30, 2007, 3,200,000 shares of 5.875% Series A Cumulative Preferred Stock were outstanding and accrued dividends amounted to $78,334. 20 THE GABELLI DIVIDEND & INCOME TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) On October 12, 2004, the Fund received net proceeds of $217,488,958 (after underwriting discounts of $2,200,000 and offering expenses of $311,042) from the public offering of 4,000 shares of Series B and 4,800 shares of Series C Auction Market Cumulative Preferred Stock, respectively. The dividend rate, as set by the auction process, which is generally held every seven days, is expected to vary with short-term interest rates. The dividend rates of Series B Auction Market Cumulative Preferred Stock ranged from 4.70% to 5.31% during the six months ended June 30, 2007. The dividend rates of Series C Auction Market Cumulative Preferred Stock ranged from 4.70% to 5.27% during the six months ended June 30, 2007. Existing shareholders may submit an order to hold, bid, or sell such shares on each auction date. Series B and C Auction Market Cumulative Preferred Stock shareholders may also trade shares in the secondary market. The Fund, at its option, may redeem the Series B and C Auction Market Cumulative Preferred Stock in whole or in part at the redemption price at any time. During the six months ended June 30, 2007, the Fund did not redeem any shares of Series B and C Auction Market Cumulative Preferred Stock. At June 30, 2007, 4,000 and 4,800 shares of the Series B and C Auction Market Cumulative Preferred Stock were outstanding with an annualized dividend rate of 5.20% and 5.21% per share and accrued dividends amounted to $72,222 and $52,100, respectively. On November 3, 2005, the Fund received net proceeds of $62,617,239 (after underwriting discounts of $2,047,500 and offering expenses of $335,261) from the public offering of 2,600,000 shares of 6.00% Series D Cumulative Preferred Stock. Commencing November 3, 2010 and thereafter, the Fund, at its option, may redeem the 6.00% Series D Cumulative Preferred Stock in whole or in part at the redemption price at any time. The Board has authorized the repurchase of Series D Cumulative Preferred Stock in the open market at prices less than the $25 liquidation value per share. During the six months ended June 30, 2007, the Fund did not repurchase any shares of 6.00% Series D Cumulative Preferred Stock. At June 30, 2007, 2,600,000 shares of 6.00% Series D Cumulative Preferred Stock were outstanding and accrued dividends amounted to $65,000. On November 3, 2005, the Fund received net proceeds of $133,379,387 (after underwriting discounts of $1,350,000 and offering expenses of $270,613) from the public offering of 5,400 shares of Series E Auction Rate Cumulative Preferred Stock. The dividend rate, as set by the auction process, which is generally held every seven days, is expected to vary with short-term interest rates. The dividend rates of Series E Auction Rate Cumulative Preferred Stock ranged from 4.50% to 5.29% during the six months ended June 30, 2007. Existing shareholders may submit an order to hold, bid, or sell such shares on each auction date. Series E Auction Rate Preferred Stock shareholders may also trade shares in the secondary market. The Fund, at its option, may redeem the Series E Auction Rate Preferred Stock in whole or in part at the redemption price at any time. During the six months ended June 30, 2007, the Fund did not redeem any shares of Series E Auction Rate Preferred Stock. At June 30, 2007, 5,400 shares of Series E Auction Rate Preferred Stock were outstanding with an annualized dividend rate of 5.15% and accrued dividends amounted to $77,250. The holders of Cumulative Preferred Stock generally are entitled to one vote per share held on each matter submitted to a vote of shareholders of the Fund and will vote together with holders of common shares as a single class. The holders of Cumulative Preferred Stock voting together as a single class also have the right currently to elect two Trustees and under certain circumstances are entitled to elect a majority of the Board of Trustees. In addition, the affirmative vote of a majority of the votes entitled to be cast by holders of all outstanding shares of the preferred stock, voting as a single class, will be required to approve any plan of reorganization adversely affecting the preferred stock, and the approval of two-thirds of each class, voting separately, of the Fund's outstanding voting stock must approve the conversion of the Fund from a closed-end to an open-end investment company. The approval of a majority (as defined in the 1940 Act) of the outstanding preferred stock and a majority (as defined in the 1940 Act) of the Fund's outstanding voting securities are required to approve certain other actions, including changes in the Fund's investment objectives or fundamental investment policies. 21 THE GABELLI DIVIDEND & INCOME TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) 6. INDEMNIFICATIONS. The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. 7. OTHER MATTERS. The Adviser and/or affiliates received subpoenas from the Attorney General of the State of New York and the SEC requesting information on mutual fund share trading practices involving certain funds managed by the Adviser. GAMCO Investors, Inc. ("GAMCO"), the Adviser's parent company, responded to these requests for documents and testimony. In June 2006, GAMCO began discussions with the SEC regarding a possible resolution of their inquiry. In February 2007, the Adviser made an offer of settlement to the staff of the SEC for communication to the Commission for its consideration to resolve this matter. This offer of settlement is subject to agreement regarding the specific language of the SEC's administrative order and other settlement documents. On a separate matter, in September 2005, the Adviser was informed by the staff of the SEC that the staff may recommend to the Commission that an administrative remedy and a monetary penalty be sought from the Adviser in connection with the actions of two of seven closed-end funds managed by the Adviser relating to Section 19(a) and Rule 19a-1 of the 1940 Act. These provisions require registered investment companies to provide written statements to shareholders when a dividend is made from a source other than net investment income. While the two closed-end funds sent annual statements and provided other materials containing this information, the funds did not send written statements to shareholders with each distribution in 2002 and 2003. The Adviser believes that all of the funds are now in compliance. The Adviser believes that these matters would have no effect on the Fund or any material adverse effect on the Adviser or its ability to manage the Fund. The staff's notice to the Adviser did not relate to the Fund. 22 THE GABELLI DIVIDEND & INCOME TRUST FINANCIAL HIGHLIGHTS SELECTED DATA FOR A SHARE OF SIX MONTHS ENDED YEAR ENDED DECEMBER 31, BENEFICIAL INTEREST OUTSTANDING JUNE 30, 2007 ---------------------------------- PERIOD ENDED THROUGHOUT EACH PERIOD: (UNAUDITED) 2006 2005 2004 DECEMBER 31, 2003 (H) ---------------- ---------- -------- --------- --------------------- OPERATING PERFORMANCE: Net asset value, beginning of period .............. $ 23.65 $ 20.62 $ 20.12 $ 19.26 $ 19.06(i) ---------- ---------- ---------- ---------- ---------- Net investment income ............................. 0.31 0.87 0.55 0.40 -- Net realized and unrealized gain on investments, written options, swap contracts, securities sold short, and foreign currency transactions ............... 1.83 4.00 1.33 1.80 0.20 ---------- ---------- ---------- ---------- ---------- Total from investment operations .................. 2.14 4.87 1.88 2.20 0.20 ---------- ---------- ---------- ---------- ---------- DISTRIBUTIONS TO PREFERRED SHAREHOLDERS: (A) Net investment income ............................. (0.05)(d) (0.12) (0.06) (0.01) -- Net realized gain on investments .................. (0.11)(d) (0.19) (0.10) (0.01) -- ---------- ---------- ---------- ---------- ---------- Total distributions to preferred stock shareholders .............................. (0.16) (0.31) (0.16) (0.02) -- ---------- ---------- ---------- ---------- ---------- NET INCREASE IN NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS .......... 1.98 4.56 1.72 2.18 -- ---------- ---------- ---------- ---------- ---------- DISTRIBUTIONS TO COMMON SHAREHOLDERS: Net investment income ............................. (0.21)(d) (0.61) (0.48) (0.39) -- Net realized gain on investments .................. (0.41)(d) (0.93) (0.72) (0.24) -- Return of capital ................................. -- -- -- (0.57) -- ---------- ---------- ---------- ---------- ---------- Total distributions to common shareholders ........ (0.62) (1.54) (1.20) (1.20) -- ---------- ---------- ---------- ---------- ---------- FUND SHARE TRANSACTIONS: Decrease in net asset value from common share transactions ...................... -- -- -- (0.05) -- Increase in net asset value from repurchase of common shares .................... 0.00(e) 0.01 0.02 -- -- Recapture of gain on sale of Fund shares by an affiliate ......................... 0.00(e) -- -- -- -- Offering costs for common shares charged to paid-in capital ..................... -- -- -- (0.01) -- Offering costs for preferred shares charged to paid-in capital ..................... -- (0.00)(e) (0.04) (0.06) -- ---------- ---------- ---------- ---------- ---------- Total from fund share transactions ................ 0.00(e) 0.01 (0.02) (0.12) -- ---------- ---------- ---------- ---------- ---------- NET ASSET VALUE ATTRIBUTABLE TO COMMON SHAREHOLDERS, END OF PERIOD ................................... $ 25.01 $ 23.65 $ 20.62 $ 20.12 $ 19.26 ========== ========== ========== ========== ========== NAV total return + ................................ 8.79% 24.09% 9.47% 11.56% 1.0%* ========== ========== ========== ========== ========== Market value, end of period ....................... $ 22.34 $ 21.47 $ 17.62 $ 17.95 $ 20.00 ========== ========== ========== ========== ========== Investment total return ++ ........................ 6.99% 31.82% 4.85% (4.15)% 0.0%** ========== ========== ========== ========== ========== See accompanying notes to financial statements. 23 THE GABELLI DIVIDEND & INCOME TRUST FINANCIAL HIGHLIGHTS (CONTINUED) SELECTED DATA FOR A SHARE OF SIX MONTHS ENDED YEAR ENDED DECEMBER 31, BENEFICIAL INTEREST OUTSTANDING JUNE 30, 2007 ---------------------------------- PERIOD ENDED THROUGHOUT EACH PERIOD: (UNAUDITED) 2006 2005 2004 DECEMBER 31, 2003 (H) ---------------- ---------- -------- --------- --------------------- RATIOS AND SUPPLEMENTAL DATA: Net assets including liquidation value of preferred shares, end of period (in 000's) .......................$2,599,115 $2,486,081 $2,238,155 $2,006,703 -- Net assets attributable to common shares, end of period (in 000's) .......................$2,099,115 $1,986,081 $1,738,155 $1,706,703 $1,451,650 Ratio of net investment income to average net assets attributable to common shares before preferred share distributions ............................ 2.56%(f) 3.91% 2.75% 2.17% (0.04)%(f) Ratio of operating expenses to average net assets attributable to common shares net of advisory fee reduction, if any .......................... 1.38%(f)(g) 1.41%(g) 1.33%(g) 1.12% 1.38%(f) Ratio of operating expenses to average net assets including liquidation value of preferred shares net of advisory fee reduction, if any .......................... 1.11%(f)(g) 1.11%(g) 1.12%(g) 1.07% -- Portfolio turnover rate .......................... 20.1% 28.8% 25.6% 33.3% 0.4% 5.875% CUMULATIVE PREFERRED STOCK Liquidation value, end of period (in 000's) ......$ 80,000 $ 80,000 $ 80,000 $ 80,000 -- Total shares outstanding (in 000's) 3,200 3,200 3,200 3,200 -- Liquidation preference per share .................$ 25.00 $ 25.00 $ 25.00 $ 25.00 -- Average market value (b) .........................$ 24.39 $ 23.86 $ 24.82 $ 24.68 -- Asset coverage per share .........................$ 129.96 $ 124.30 $ 111.91 $ 167.23 -- AUCTION MARKET SERIES B CUMULATIVE PREFERRED STOCK Liquidation value, end of period (in 000's) ......$ 100,000 $ 100,000 $ 100,000 $ 100,000 -- Total shares outstanding (in 000's) .............. 4 4 4 4 -- Liquidation preference per share .................$ 25,000 $ 25,000 $ 25,000 $ 25,000 -- Average market value (b) .........................$ 25,000 $ 25,000 $ 25,000 $ 25,000 -- Asset coverage per share .........................$ 129,956 $ 124,304 $ 111,908 $ 167,225 -- AUCTION MARKET SERIES C CUMULATIVE PREFERRED STOCK Liquidation value, end of period (in 000's) ......$ 120,000 $ 120,000 $ 120,000 $ 120,000 -- Total shares outstanding (in 000's) .............. 5 5 5 5 -- Liquidation preference per share .................$ 25,000 $ 25,000 $ 25,000 $ 25,000 -- Average market value (b) .........................$ 25,000 $ 25,000 $ 25,000 $ 25,000 -- Asset coverage per share .........................$ 129,956 $ 124,304 $ 111,908 $ 167,225 -- 6.00% CUMULATIVE PREFERRED STOCK Liquidation value, end of period (in 000's) ......$ 65,000 $ 65,000 $ 65,000 -- -- Total shares outstanding (in 000's) .............. 2,600 2,600 2,600 -- -- Liquidation preference per share .................$ 25.00 $ 25.00 $ 25.00 -- -- Average market value (b) .........................$ 24.92 $ 24.37 $ 24.72 -- -- Asset coverage per share .........................$ 129.96 $ 124.30 $ 111.91 -- -- AUCTION RATE SERIES E CUMULATIVE PREFERRED STOCK Liquidation value, end of period (in 000's) ......$ 135,000 $ 135,000 $ 135,000 -- -- Total shares outstanding (in 000's) .............. 5 5 5 -- -- Liquidation preference per share .................$ 25,000 $ 25,000 $ 25,000 -- -- Average market value (b) .........................$ 25,000 $ 25,000 $ 25,000 -- -- Asset coverage per share .........................$ 129,956 $ 124,304 $ 111,908 -- -- ASSET COVERAGE (C) ............................... 520% 497% 448% 669% -- (a) Calculated based upon average common shares outstanding on the record dates throughout the year. (b) Based on weekly prices. (c) Asset coverage is calculated by combining all series of preferred stock. (d) Based on fiscal year to date book income. Amounts are subject to change and recharacterization at fiscal year end. (e) Amount represents less than $0.005 per share. (f) Annualized. (g) The ratios do not include a reduction of expenses for custodian fee credits on cash balances maintained with the custodian. Including such custodian fee credits for the six months ended June 30, 2007, the ratios of operating expenses to average net assets attributable to common stock net of fee reduction would have been 1.37% and the ratios of operating expenses to average net assets including liquidation value of preferred shares net of fee reduction would have been 1.10%. Custodian fee credits for the fiscal years ended December 31, 2006 and 2005 were minimal. (h) The Gabelli Dividend & Income Trust commenced investment operations on November 28, 2003. (i) The beginning NAV includes a $0.04 reduction for costs associated with the initial public offering. * Based on net asset value per share at commencement of operations of $19.06 per share. ** Based on market value per share at initial public offering of $20.00 per share. + Based on net asset value per share, adjusted for reinvestment of distributions at prices obtained under the Fund's dividend reinvestment plan. Total return for periods of less than one year are not annualized. ++ Based on market value per share, adjusted for reinvestment of distributions at prices obtained under the Fund's dividend reinvestment plan. Total return for periods of less than one year are not annualized. See accompanying notes to financial statements. 24 AUTOMATIC DIVIDEND REINVESTMENT AND VOLUNTARY CASH PURCHASE PLANS ENROLLMENT IN THE PLAN It is the policy of The Gabelli Dividend &Income Trust (the "Fund") to automatically reinvest dividends payable to common shareholders. As a "registered" shareholder you automatically become a participant in the Fund's Automatic Dividend Reinvestment Plan (the "Plan"). The Plan authorizes the Fund to issue shares of common stock to participants upon an income dividend or a capital gains distribution regardless of whether the shares are trading at a discount or a premium to net asset value. All distributions to shareholders whose shares are registered in their own names will be automatically reinvested pursuant to the Plan in additional shares of the Fund. Plan participants may send their stock certificates to Computershare Trust Company, N.A. ("Computershare") to be held in their dividend reinvestment account. Registered shareholders wishing to receive their distributions in cash must submit this request in writing to: The Gabelli Dividend & Income Trust c/o Computershare P.O. Box 43010 Providence, RI 02940-3010 Shareholders requesting this cash election must include the shareholder's name and address as they appear on the share certificate. Shareholders with additional questions regarding the Plan or requesting a copy of the terms of the Plan may contact Computershare at (800) 336-6983. If your shares are held in the name of a broker, bank, or nominee, you should contact such institution. If such institution is not participating in the Plan, your account will be credited with a cash dividend. In order to participate in the Plan through such institution, it may be necessary for you to have your shares taken out of "street name" and re-registered in your own name. Once registered in your own name your distributions will be automatically reinvested. Certain brokers participate in the Plan. Shareholders holding shares in "street name" at participating institutions will have dividends automatically reinvested. Shareholders wishing a cash dividend at such institution must contact their broker to make this change. The number of shares of common stock distributed to participants in the Plan in lieu of cash dividends is determined in the following manner. Under the Plan, whenever the market price of the Fund's common stock is equal to or exceeds net asset value at the time shares are valued for purposes of determining the number of shares equivalent to the cash dividends or capital gains distribution, participants are issued shares of common stock valued at the greater of (i) the net asset value as most recently determined or (ii) 95% of the then current market price of the Fund's common stock. The valuation date is the dividend or distribution payment date or, if that date is not a New York Stock Exchange ("NYSE") trading day, the next trading day. If the net asset value of the common stock at the time of valuation exceeds the market price of the common stock, participants will receive shares from the Fund valued at market price. If the Fund should declare a dividend or capital gains distribution payable only in cash, Computershare will buy shares of common stock in the open market, or on the NYSE or elsewhere, for the participants' accounts, except that Computershare will endeavor to terminate purchases in the open market and cause the Fund to issue shares at net asset value if, following the commencement of such purchases, the market value of the common stock exceeds the then current net asset value. The automatic reinvestment of dividends and capital gains distributions will not relieve participants of any income tax which may be payable on such distributions. A participant in the Plan will be treated for federal income tax purposes as having received, on a dividend payment date, a dividend or distribution in an amount equal to the cash the participant could have received instead of shares. 25 VOLUNTARY CASH PURCHASE PLAN The Voluntary Cash Purchase Plan is yet another vehicle for our shareholders to increase their investment in the Fund. In order to participate in the Voluntary Cash Purchase Plan, shareholders must have their shares registered in their own name. Participants in the Voluntary Cash Purchase Plan have the option of making additional cash payments to Computershare for investments in the Fund's common shares at the then current market price. Shareholders may send an amount from $250 to $10,000. Computershare will use these funds to purchase shares in the open market on or about the 1st and 15th of each month. Computershare will charge each shareholder who participates $0.75, plus a pro rata share of the brokerage commissions. Brokerage charges for such purchases are expected to be less than the usual brokerage charge for such transactions. It is suggested that any voluntary cash payments be sent to Computershare, P.O. Box 43010, Providence, RI 02940-3010 such that Computershare receives such payments approximately 10 days before the 1st and 15th of the month. Funds not received at least five days before the investment date shall be held for investment until the next purchase date. A payment may be withdrawn without charge if notice is received by Computershare at least 48 hours before such payment is to be invested. SHAREHOLDERS WISHING TO LIQUIDATE SHARES HELD AT COMPUTERSHARE must do so in writing or by telephone. Please submit your request to the above mentioned address or telephone number. Include in your request your name, address, and account number. The cost to liquidate shares is $2.50 per transaction as well as the brokerage commission incurred. Brokerage charges are expected to be less than the usual brokerage charge for such transactions. For more information regarding the Automatic Dividend Reinvestment Plan and Voluntary Cash Purchase Plan, brochures are available by calling (914) 921-5070 or by writing directly to the Fund. The Fund reserves the right to amend or terminate the Plan as applied to any voluntary cash payments made and any dividend or distribution paid subsequent to written notice of the change sent to the members of the Plan at least 90 days before the record date for such dividend or distribution. The Plan also may be amended or terminated by Computershare on at least 90 days written notice to participants in the Plan. 26 TRUSTEES AND OFFICERS THE GABELLI DIVIDEND & INCOME TRUST ONE CORPORATE CENTER, RYE, NY 10580-1422 TRUSTEES OFFICERS Mario J. Gabelli, CFA Bruce N. Alpert CHAIRMAN & CHIEF EXECUTIVE OFFICER, PRESIDENT GAMCO INVESTORS, INC. Carter W. Austin Anthony J. Colavita VICE PRESIDENT ATTORNEY-AT-LAW, ANTHONY J. COLAVITA, P.C. Peter D. Goldstein CHIEF COMPLIANCE OFFICER James P. Conn FORMER MANAGING DIRECTOR & James E. McKee CHIEF INVESTMENT OFFICER, SECRETARY FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. Agnes Mullady Mario d'Urso TREASURER CHAIRMAN, MITTEL CAPITAL MARKETS SPA INVESTMENT ADVISER Frank J. Fahrenkopf, Jr. Gabelli Funds, LLC PRESIDENT & CHIEF EXECUTIVE OFFICER, One Corporate Center AMERICAN GAMING ASSOCIATION Rye, New York 10580-1422 Michael J. Melarkey CUSTODIAN ATTORNEY-AT-LAW, State Street Bank and Trust Company AVANSINO, MELARKEY, KNOBEL & MULLIGAN COUNSEL Salvatore M. Salibello Skadden, Arps, Slate, Meagher & Flom, LLP CERTIFIED PUBLIC ACCOUNTANT, SALIBELLO & BRODER, LLP TRANSFER AGENT AND REGISTRAR Computershare Trust Company, N.A. Edward T. Tokar SENIOR MANAGING DIRECTOR, STOCK EXCHANGE LISTING BEACON TRUST COMPANY 5.875% 6.00% Common Preferred Preferred Anthonie C. van Ekris ------ --------- --------- CHAIRMAN, BALMAC INTERNATIONAL, INC. NYSE-Symbol: GDV GDV PrA GDVPrD Shares Outstanding: 83,929,070 3,200,000 2,600,000 Salvatore J. Zizza CHAIRMAN, ZIZZA & CO., LTD. The Net Asset Value per share appears in the Publicly Traded Funds column, under the heading "General Equity Funds," in Monday's The Wall Street Journal. It is also listed in Barron's Mutual Funds/Closed End Funds section under the heading "General Equity Funds." The Net Asset Value per share may be obtained each day by calling (914) 921-5070 or visiting www.gabelli.com. -------------------------------------------------------------------------------- For general information about the Gabelli Funds, call 800-GABELLI (800-422-3554), fax us at 914-921-5118, visit Gabelli Funds' Internet homepage at: WWW.GABELLI.COM or e-mail us at: closedend@gabelli.com -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may, from time to time, purchase its common shares in the open market when the Fund's shares are trading at a discount of 7.5% or more from the net asset value of the shares. The Fund may also, from time to time, purchase its Series A and Series D Cumulative Preferred Shares in the open market when the shares are trading at a discount to the Liquidation Value of $25.00. -------------------------------------------------------------------------------- THE GABELLI DIVIDEND & INCOME TRUST ONE CORPORATE CENTER RYE, NY 10580-1422 (914) 921-5070 WWW.GABELLI.COM SEMI-ANNUAL REPORT JUNE 30, 2007 GDV Q2/2007 ITEM 2. CODE OF ETHICS. Not applicable. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant's most recently filed annual report on Form N-CSR. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. REGISTRANT PURCHASES OF EQUITY SECURITIES ============================================================================================================================= (C) TOTAL NUMBER OF (D) MAXIMUM NUMBER (OR SHARES (OR UNITS) APPROXIMATE DOLLAR VALUE) OF (A) TOTAL NUMBER OF PURCHASED AS PART OF SHARES (OR UNITS) THAT MAY YET SHARES (OR UNITS) (B) AVERAGE PRICE PAID PUBLICLY ANNOUNCED PLANS BE PURCHASED UNDER THE PLANS PERIOD PURCHASED PER SHARE (OR UNIT) OR PROGRAMS OR PROGRAMS ============================================================================================================================= Month #1 Common - N/A Common - N/A Common - N/A Common - 83,973,170 01/01/07 through Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - 3,200,000 01/31/07 Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - 2,600,000 ============================================================================================================================= Month #2 Common - N/A Common - N/A Common - N/A Common - 83,973,170 02/01/07 through Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - 3,200,000 02/28/07 Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - 2,600,000 ============================================================================================================================= Month #3 Common - N/A Common - N/A Common - N/A Common - 83,973,170 03/01/07 through Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - 3,200,000 03/31/07 Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - 2,600,000 ============================================================================================================================= Month #4 Common - N/A Common - N/A Common - N/A Common - 83,973,170 04/01/07 through Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - 3,200,000 04/30/07 Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - 2,600,000 ============================================================================================================================= Month #5 Common - 20,000 Common - $20.6225 Common - 20,000 Common - 83,973,170 - 20,000 = 05/01/07 83,953,170 through Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - N/A 05/31/07 Preferred Series A - 3,200,000 Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - 2,600,000 ============================================================================================================================= Month #6 Common - 24,100 Common - $22.4125 Common - 24,100 Common - 83,953,170 - 24,100 = 06/01/07 83,929,070 through Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - N/A 06/30/07 Preferred Series A - 3,200,000 Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - 2,600,000 ============================================================================================================================= Total Common - 44,100 Common - $22.5168 Common - 44,100 N/A Preferred Series A - N/A Preferred Series A - N/A Preferred Series A - N/A Preferred Series D - N/A Preferred Series D - N/A Preferred Series D - N/A ============================================================================================================================= Footnote columns (c) and (d) of the table, by disclosing the following information in the aggregate for all plans or programs publicly announced: a. The date each plan or program was announced - The notice of the potential repurchase of common and preferred shares occurs quarterly in the Fund's quarterly report in accordance with Section 23(c) of the Investment Company Act of 1940, as amended. b. The dollar amount (or share or unit amount) approved - Any or all common shares outstanding may be repurchased when the Fund's common shares are trading at a discount of 7.5% or more from the net asset value of the shares. Any or all preferred shares outstanding may be repurchased when the Fund's preferred shares are trading at a discount to the liquidation value of $25.00. c. The expiration date (if any) of each plan or program - The Fund's repurchase plans are ongoing. d. Each plan or program that has expired during the period covered by the table - The Fund's repurchase plans are ongoing. e. Each plan or program the registrant has determined to terminate prior to expiration, or under which the registrant does not intend to make further purchases. - The Fund's repurchase plans are ongoing. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's Board of Trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Not applicable. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) The Gabelli Dividend & Income Trust -------------------------------------------------------------------- By (Signature and Title)* /s/ Bruce N. Alpert ------------------------------------------------------- Bruce N. Alpert, Principal Executive Officer Date August 31, 2007 ---------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Bruce N. Alpert ------------------------------------------------------- Bruce N. Alpert, Principal Executive Officer Date August 31, 2007 ---------------------------------------------------------------------------- By (Signature and Title)* /s/ Agnes Mullady ------------------------------------------------------- Agnes Mullady, Principal Financial Officer and Treasurer Date August 31, 2007 ---------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.