Edgar Filing: GABELLI DIVIDEND & INCOME TRUST

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12

THE GABELLI DIVIDEND & INCOME TRUST
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

THE GABELLI DIVIDEND & INCOME TRUST

One Corporate Center
Rye, New York 10580-1422
(914) 921-5070

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 18, 2009

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To the Shareholders of
THE GABELLI DIVIDEND & INCOME TRUST

Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Gabelli Dividend & Income Trust (the "Fund") will be held at
The Cole Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, on Monday, May 18, 2009, at 9:45 a.m., for the following
purposes:

1. To elect three (3) Trustees of the Fund, two (2) Trustees to be
elected by the holders of the Fund's Common Shares and holders of its
5.875% Series A Cumulative Preferred Shares, Series B Auction Market
Preferred Shares, Series C Auction Market Preferred Shares, 6.00%
Series D Cumulative Preferred Shares, and Series E Auction Rate
Preferred Shares (together, the "Preferred Shares"), voting together
as a single class, and one (1) Trustee to be elected by the holders of
the Fund's Preferred Shares, voting as a separate class (PROPOSAL 1);
and

2. To consider and vote upon such other matters, including adjournments,
as may properly come before said Meeting or any adjournments thereof.

These items are discussed in greater detail in the attached Proxy
Statement.

The close of business on March 16, 2009 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE,
SIGN, AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
SHAREHOLDERS MAY PROVIDE THEIR VOTE BY TELEPHONE OR THE INTERNET BY FOLLOWING
THE INSTRUCTIONS ACCOMPANYING THE PROXY CARD OR NOTICE OF INTERNET AVAILABILITY
OF PROXY MATERIALS.

By Order of the Board of Trustees,

AGNES MULLADY
SECRETARY

April 6, 2009

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.

1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.

2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration.

3. ALL OTHER ACCOUNTS: The capacity of the individuals signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:

REGISTRATION VALID SIGNATURE
------------ ---------------

CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp., Profit Sharing Plan John Doe, Trustee

TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe

CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith, Executor
Estate of Jane Smith John B. Smith, Executor

TELEPHONE/INTERNET VOTING

Various brokerage firms may offer the convenience of providing you voting
instructions via telephone or the Internet for shares held through such firms.
If available, instructions are included with this Proxy Statement, Notice of
Internet Availability of Proxy Materials, and proxy card.

THE GABELLI DIVIDEND & INCOME TRUST

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ANNUAL MEETING OF SHAREHOLDERS

MAY 18, 2009

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PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of The Gabelli Dividend & Income Trust (the
"Fund") for use at the Annual Meeting of Shareholders of the Fund to be held on
Monday, May 18, 2009, at 9:45 a.m., at The Cole Auditorium, The Greenwich
Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830, and at any
adjournments thereof (the "Meeting"). A Notice of Internet Availability of Proxy
Materials was mailed on or about April 6, 2009. The Proxy Statement and a proxy
card are available upon request, without charge, by calling 800-579-1639. The
Proxy Statement is also available on the Internet at www.proxyvote.com.

In addition to the solicitation of proxies by mail, officers of the Fund
and officers and regular employees of Computershare Trust Company, N.A.
("Computershare"), the Fund's transfer agent, and affiliates of Computershare or
other representatives of the Fund may also solicit proxies by telephone,
telegraph, Internet, or in person. In addition, the Fund has retained Broadridge
to assist in the solicitation of proxies for a minimum fee of $1,000 plus
reimbursement of expenses. The Fund will pay the costs of the proxy solicitation
and the expenses incurred in connection with preparing the Proxy Statement and
its enclosures. The Fund will also reimburse brokerage firms and others for
their expenses in forwarding solicitation materials to the beneficial owners of
its shares.

THE FUND'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008, IS AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING TO THE SECRETARY OF THE FUND AT ONE
CORPORATE CENTER, RYE, NEW YORK 10580-1422, BY CALLING THE FUND AT 800-422-3554,
OR VIA THE INTERNET AT WWW.GABELLI.COM.

If the enclosed proxy is properly executed and returned in time to be voted
at the Meeting, the Shares (as defined below) represented thereby will be voted
"FOR" the election of the nominees as Trustees as described in this Proxy
Statement, unless instructions to the contrary are marked thereon, and at the
discretion of the proxy holders as to the transaction of any other business that
may properly come before the Meeting. Any shareholder who has given a proxy has
the right to revoke it at any time prior to its exercise either by attending the
Meeting and voting his or her shares in person or by submitting a letter of
revocation or a later-dated proxy to the Fund at the above address prior to the
date of the Meeting.

A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event a quorum is not present at the
Meeting, or in the event that a quorum is present at the Meeting but sufficient
votes to approve any of the proposed items are not received, the persons named
as proxies may propose one or more adjournments of such Meeting to permit
further solicitation of proxies. A shareholder vote may be taken on one or more
of the proposals in this Proxy Statement prior to such adjournment if sufficient
votes have been received for approval and it is otherwise appropriate. Any such
adjournment will require the affirmative vote of a majority of those shares
present at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to vote
"FOR" any proposal in favor of such adjournment and will vote those proxies
required to be voted "AGAINST" any proposal against any such adjournment. Absent
the establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned Meeting must take place not more than
120 days after the record date. At such adjourned Meeting, any business may be
transacted which might have been transacted at the original Meeting. If a quorum
is present, a shareholder vote may be taken on one or more of the proposals
properly brought before the Meeting prior to any adjournment if sufficient votes
have been received and it is otherwise appropriate.

The close of business on March 16, 2009 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.

The Fund has two classes of capital stock: common shares, par value $0.001
per share (the "Common Shares"), and preferred shares consisting of (i) 5.875%
Series A Cumulative Preferred Shares ("Series A Preferred"), (ii) Series B
Auction Market Preferred Shares ("Series B Preferred"), (iii) Series C Auction
Market Preferred Shares ("Series C Preferred"), (iv) 6.00% Series D Cumulative
Preferred Shares ("Series D Preferred"), and (v) Series E Auction Rate Preferred
Shares ("Series E Preferred"), each having a par value of $0.001 per share
(together, the "Preferred Shares" and together with the Common Shares, the
"Shares"). The holders of the Common Shares and Preferred Shares are each
entitled to one vote for each full share held and an appropriate fraction of a
vote for each fractional share held. On the record date, there were 83,503,637
Common Shares, 3,090,625 Series A Preferred, 3,600 Series B Preferred,
4,320 Series C Preferred, 2,554,693 Series D Preferred, and 4,860 Series E
Preferred outstanding.

As of the record date, there were no persons known to the Fund to be
beneficial owners of more than 5% of the Fund's outstanding Common Shares or
Preferred Shares.

SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

PROPOSAL COMMON SHAREHOLDERS PREFERRED SHAREHOLDERS
------------------ ---------------------------------- ----------------------------------

1. Election of Common and Preferred Shareholders, Common and Preferred Shareholders,
Trustees voting together as a single class, voting together as a single class,
vote to elect two Trustees: vote to elect two Trustees:
Salvatore M. Salibello and Salvatore M. Salibello and
Edward T. Tokar Edward T. Tokar

Preferred Shareholders,
voting as a separate class,
vote to elect one Trustee:
James P. Conn

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

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

PROPOSAL 1: TO ELECT THREE (3) TRUSTEES OF THE FUND

NOMINEES FOR THE BOARD OF TRUSTEES

The Board of Trustees is divided into three classes, each class having a
term of three years. Each year the term of office of one class will expire.
James P. Conn, Salvatore M. Salibello, and Edward T. Tokar have each been
nominated by the Board of Trustees for a three-year term to expire at the Fund's
2012 Annual Meeting of Shareholders or until their successors are duly elected
and qualified. James P. Conn has been nominated by the Board of Trustees for
election by the holders of the Fund's Preferred Shares for a three-year term to
expire at the Fund's 2012 Annual Meeting of Shareholders or until his sucessor
is duly elected and qualified. Each of the Trustees of the Fund has served in
that capacity since the October 23, 2003 organizational meeting of the Fund. All
of the Trustees of the Fund are also directors or trustees of other investment
companies for which Gabelli Funds, LLC (the "Adviser") or its affiliates serve
as investment adviser. The classes of Trustees are indicated below:

NOMINEES TO SERVE UNTIL 2012 ANNUAL MEETING OF SHAREHOLDERS
James P. Conn
Salvatore M. Salibello
Edward T. Tokar

TRUSTEES SERVING UNTIL 2011 ANNUAL MEETING OF SHAREHOLDERS
Anthony J. Colavita
Frank J. Fahrenkopf, Jr.
Anthonie C. van Ekris
Salvatore J. Zizza

TRUSTEES SERVING UNTIL 2010 ANNUAL MEETING OF SHAREHOLDERS
Mario J. Gabelli, CFA
Mario d'Urso
Michael J. Melarkey

Under the Fund's Declaration of Trust, Statements of Preferences, and the
Investment Company Act of 1940, as amended (the "1940 Act"), holders of the
Fund's outstanding Preferred Shares, voting as a separate class, are entitled to
elect two Trustees, and holders of the Fund's outstanding Common Shares and
Preferred Shares, voting

together as a single class, are entitled to elect the remaining Trustees,
subject to the provisions of the 1940 Act and the Fund's Declaration of Trust,
Statements of Preferences, and By-Laws. The holders of the Fund's outstanding
Preferred Shares would be entitled to elect the minimum number of additional
Trustees that would represent a majority of the Trustees in the event that
dividends on the Fund's Preferred Shares are in arrears for two full years. No
dividend arrearages exist as of the date of this Proxy Statement. Messrs.
Colavita and Conn are currently the Trustees elected solely by the holders of
the Fund's Preferred Shares. A quorum of the Preferred Shareholders must be
present in person or by proxy at the Meeting in order for the proposal to elect
Mr. Conn to be considered.

Unless authority is withheld, it is the intention of the persons named in
the proxy to vote the proxy "FOR" the election of the nominees named above. Each
nominee has indicated that he has consented to serve as a Trustee if elected at
the Meeting. If a designated nominee declines or otherwise becomes unavailable
for election, however, the proxy confers discretionary power on the persons
named therein to vote in favor of a substitute nominee or nominees.

INFORMATION ABOUT TRUSTEES AND OFFICERS

Set forth in the table below are the existing Trustees and Nominees,
including those Trustees who are not considered to be "interested persons," as
defined in the 1940 Act (the "Independent Trustees"), for election to the Board
of the Fund and officers of the Fund, including information relating to their
respective positions held with the Fund, a brief statement of their principal
occupations during the past five years, and other directorships (excluding other
funds managed by the Adviser), if any.

TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
NAME, POSITION(S) LENGTH OF FUND COMPLEX
ADDRESS(1) TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN
AND AGE SERVED(2) DURING PAST FIVE YEARS HELD BY TRUSTEE BY TRUSTEE
------------------------ ------------- ------------------------------------------ ------------------------- -------------

INTERESTED TRUSTEES/NOMINEES(3):
MARIO J. GABELLI Since 2003*** Chairman and Chief Executive Officer Director of Morgan 26
Trustee and of GAMCO Investors, Inc. and Chief Group Holdings, Inc.
Chief Investment Officer Investment Officer - Value Portfolios (holding company);
Age: 66 of Gabelli Funds, LLC and GAMCO Chairman of the Board
Asset Management Inc.; Director/ of LICT Corp. (multimedia
Trustee or Chief Investment Officer and communication
of other registered investment companies services)
in the Gabelli/GAMCO Funds complex;
Chairman and Chief Executive Officer of
GGCP, Inc.

SALVATORE M. SALIBELLO Since 2003* Certified Public Accountant and Managing -- 3
Trustee Partner of the public accounting firm
Age: 63 of Salibello & Broder LLP since 1978

EDWARD T. TOKAR Since 2003* Senior Managing Director of Beacon -- 2
Trustee Trust Company (trust services) since 2004;
Age: 61 Chief Executive Officer of Allied
Capital Management LLC (1997-2004);
Vice President of Honeywell
International Inc. (1977-2004) Director
of Teton Advisors, Inc. (financial
services) (2008-present)

INDEPENDENT TRUSTEES/NOMINEES(4):
ANTHONY J. COLAVITA(5) Since 2003** President of the law firm of Anthony J. -- 36
Trustee Colavita, P.C.
Age: 73

INDEPENDENT TRUSTEES/NOMINEES(4):
JAMES P. CONN(5) Since 2003* Former Managing Director and -- 18
Trustee Chief Investment Officer of
Age: 70 Financial Security Assurance
Holdings Ltd. (1992-1998)

MARIO D'URSO Since 2003*** Chairman of Mittel Capital Markets -- 5
Trustee S.p.A. since 2001; Senator in the Italian
Age: 68 Parliament (1996-2001)

FRANK J. FAHRENKOPF, JR. Since 2003** President and Chief Executive -- 6
Trustee Officer of the American Gaming
Age: 69 Association; Co-Chairman of the
Commission on Presidential Debates;
Former Chairman of the Republican
National Committee (1983-1989)

MICHAEL J. MELARKEY Since 2003*** Partner in the law firm of Avansino, Director of Southwest Gas 5
Trustee Melarkey, Knobel & Mulligan Corporation (natural gas
Age: 59 utility)

ANTHONIE C. VAN EKRIS Since 2003** Chairman of BALMAC -- 20
Trustee International, Inc. (commodities
Age: 74 and futures trading)

SALVATORE J. ZIZZA Since 2003** Chairman of Zizza & Co., Ltd. Director of Hollis-Eden 28
Trustee (consulting) Pharmaceuticals
Age: 63 (biotechnology) and
Earl Scheib, Inc.
(automotive services)
OFFICERS(6):
BRUCE N. ALPERT Since 2003 Executive Vice President and Chief
President Operating Officer of Gabelli Funds,
Age: 57 LLC since 1988; Officer of all of
the registered investment companies in the
Gabelli/GAMCO Funds complex; Chairman
of Teton Advisors, Inc. (formerly Gabelli
Advisers, Inc.) since 2008 and Director
and President from 1998-2008

CARTER W. AUSTIN Since 2003 Vice President of the Fund since
Vice President 2003; Vice President of other registered
Age: 42 investment companies in the Gabelli/GAMCO
Funds complex; Vice President of
Gabelli Funds, LLC since 1996

PETER D. GOLDSTEIN Since 2004 Director of Regulatory Affairs for
Chief Compliance Officer GAMCO Investors, Inc. since 2004;
Age: 55 Chief Compliance Officer of all of the
registered investment companies in
the Gabelli/GAMCO Funds complex;
Vice President of Goldman Sachs Asset
Management from 2000-2004

AGNES MULLADY Since 2006 Vice President of Gabelli Funds, LLC since
Treasurer and Secretary 2007; Officer of all of the registered
Age: 50 investment companies in the Gabelli/GAMCO
Funds complex; Senior Vice President of
U.S. Trust Company, N.A. and Treasurer
and Chief Financial Officer of Excelsior
Funds from 2004-2005; Chief Financial
Officer of AMIC Distribution Partners
from 2002-2004

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(1) Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.

(2) The Fund's Board of Trustees is divided into three classes, each class
having a term of three years. Each year the term of office of one class
expires and the successor or successors elected to such class serve for a
three-year term.

(3) "Interested person" of the Fund, as defined in the 1940 Act. Mr. Gabelli is
considered to be an "interested person" of the Fund because of his
affiliation with Gabelli Funds, LLC, which is the Fund's investment
adviser, and Gabelli & Company, Inc., which executes portfolio transactions
for the Fund, and as a controlling shareholder because of the level of his
ownership of common shares of the Fund. Mr. Salibello may be considered to
be an "interested person" of the Fund as a result of being a partner in an
accounting firm that provides professional services to affiliates of the
Adviser. Mr. Tokar is considered to be an "interested person" of the Fund
as a result of his son's employment by an affiliate of the Adviser.

(4) Trustees who are not considered to be "interested persons" of the Fund as
defined in the 1940 Act are considered to be "Independent" Trustees.

(5) As a Trustee, elected solely by holders of the Fund's Preferred Shares.

(6) Each officer will hold office for an indefinite term until the date he or
she resigns or retires or until his or her successor is elected and
qualified.

* Nominee to serve, if elected, until the Fund's 2012 Annual Meeting of
Shareholders or until his successor is duly elected and qualified.

** Term continues until the Fund's 2011 Annual Meeting of Shareholders or
until his successor is duly elected and qualified.

*** Term continues until the Fund's 2010 Annual Meeting of Shareholders or
until his successor is duly elected and qualified.

BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUND AND THE FUND COMPLEX FOR EACH
TRUSTEE AND NOMINEE FOR ELECTION AS TRUSTEE

Set forth in the table below is the dollar range of equity securities in
the Fund beneficially owned by each Trustee and Nominee for election as Trustee
and the aggregate dollar range of equity securities in the Fund complex
beneficially owned by each Trustee and Nominee for election as Trustee.

DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES HELD SECURITIES HELD IN THE
NAME OF TRUSTEE/NOMINEE IN THE FUND*(1) FUND COMPLEX*(1)(2)
------------------------------ ---------------------- --------------------------------

INTERESTED TRUSTEES/NOMINEES:
Mario J. Gabelli E E
Salvatore M. Salibello A E
Edward T. Tokar C E

INDEPENDENT TRUSTEES/NOMINEES:
Anthony J. Colavita** C E
James P. Conn D E
Mario d'Urso A E
Frank J. Fahrenkopf, Jr. A B
Michael J. Melarkey C E
Anthonie C. van Ekris** C E
Salvatore J. Zizza C E

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* Key to Dollar Ranges

A. None

B. $1 - $10,000

C. $10,001 - $50,000

D. $50,001 - $100,000

E. Over $100,000

All shares were valued as of December 31, 2008.

** Messrs. Colavita and van Ekris each beneficially own less than 1% of the
common stock of The LGL Group, Inc., having a value of $2,601, and $3,120,
respectively, as of December 31, 2008. Mr. van Ekris beneficially owns less
than 1% of the common stock of LICT Corp. and CIBL, Inc. having a value of
$60,624 and $0, respectively, as of December 31, 2008. The LGL Group, Inc.,
LICT Corp., and CIBL, Inc. may be deemed to be controlled by Mario J.
Gabelli and in that event would be deemed to be under common control with
the Fund's Adviser.

(1) This information has been furnished by each Trustee and Nominee for
election as Trustee as of December 31, 2008. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").

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

Set forth in the table below is the amount of shares beneficially owned by
each Trustee, Nominee for election as Trustee, and executive officer of the
Fund.

AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF TRUSTEE/NOMINEE/OFFICER BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
------------------------------- ---------------------------- -----------------

INTERESTED TRUSTEES/NOMINEES:
Mario J. Gabelli 2,170,451(3) 2.6%
Salvatore M. Salibello 0 *
Edward T. Tokar 2,000 *
INDEPENDENT TRUSTEES/NOMINEES:
Anthony J. Colavita 2,500(4) *
James P. Conn 5,000 *
Mario d'Urso 0 *
Frank J. Fahrenkopf, Jr. 0 *
Michael J. Melarkey 3,046 *
Anthonie C. van Ekris 4,200 *
Salvatore J. Zizza 1,000 *
OFFICERS:
Bruce N. Alpert 500 *
6,600 Series A Preferred(5) *
100 Series D Preferred(6) *
Agnes Mullady 0 *

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(1) This information has been furnished by each Trustee, Nominee for election
as Trustee, and executive officer as of December 31, 2008. "Beneficial
Ownership" is determined in accordance with Section 16a-1(a)(2) of the 1934
Act. Reflects ownership of common shares unless otherwise noted.

(2) An asterisk indicates that the ownership amount constitutes less than 1% of
the total shares outstanding. The Trustees, Nominees for election as
Trustee, and executive officers ownership as a group constitutes 2.6% of
the total common shares outstanding and less than 1% of the total preferred
shares outstanding.

(3) Includes 108,710 common shares owned directly by Mr. Gabelli and 2,061,741
common shares owned by GAMCO Investors, Inc. or its affiliates. Mr. Gabelli
disclaims beneficial ownership of the shares held by the discretionary
accounts and by the entities named except to the extent of his interest in
such entities.

(4) Includes 500 common shares owned by Mr. Colavita's spouse and 1,000 common
shares owned by Mr. Colavita's son for which he disclaims beneficial
ownership.

(5) Comprised of 6,600 preferred shares owned by Mr. Alpert's spouse for which
he disclaims beneficial ownership.

(6) Comprised of 100 preferred shares owned by Mr. Alpert's spouse for which he
disclaims beneficial ownership.

The Fund pays each Trustee who is not affiliated with the Adviser or its
affiliates a fee of $12,000 per year plus $1,500 per meeting attended in person,
$1,000 per Committee meeting attended in person, and $500 per telephonic
meeting, together with the Trustee's actual out-of-pocket expenses relating to
his attendance at such meetings. In addition, the Lead Trustee receives an
annual fee of $1,000, 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. A
Trustee may receive a single meeting fee, allocated among the participating
funds, for participation in certain meetings on behalf of multiple funds. The
aggregate remuneration (not including out-of-pocket expenses) paid by the Fund
to such Trustees during the fiscal year ended December 31, 2008 amounted to
$179,560. During the fiscal year ended December 31, 2008, the Trustees of the
Fund met six times, two of which were special meetings of Trustees. Each Trustee
then serving in such capacity attended at least 75% of the meetings of Trustees
and of any Committee of which he is a member.

AUDIT COMMITTEE REPORT

The role of the Fund's Audit Committee (the "Audit Committee") is to assist
the Board of Trustees in its oversight of (i) the quality and integrity of the
Fund's financial statement reporting process and the independent audit and
reviews thereof; (ii) the Fund's accounting and financial reporting policies and
practices, its internal controls, and, as appropriate, the internal controls of
certain of its service providers; (iii) the Fund's compliance with legal and
regulatory requirements; and (iv) the independent registered public accounting
firm's qualifications, independence, and performance. The Audit Committee also
is required to prepare an audit committee report pursuant to the

rules of the Securities and Exchange Commission (the "SEC") for inclusion in the
Fund's annual proxy statement. The Audit Committee operates pursuant to the
Audit Committee Charter (the "Audit Charter") that was most recently reviewed
and approved by the Board of Trustees on February 26, 2009. The Audit Charter is
available on the Fund's website at www.gabelli.com.

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

In performing its oversight function, at a meeting held on February 24,
2009, the Audit Committee reviewed and discussed with management of the Fund and
PricewaterhouseCoopers the audited financial statements of the Fund as of and
for the fiscal year ended December 31, 2008, and discussed the audit of such
financial statements with the independent registered public accounting firm.

In addition, the Audit Committee discussed with the independent registered
public accounting firm the accounting principles applied by the Fund and such
other matters brought to the attention of the Audit Committee by the independent
registered public accounting firm as required by Statement of Auditing Standards
No. 61, COMMUNICATIONS WITH AUDIT COMMITTEES, as currently modified or
supplemented. The Audit Committee also received from the independent registered
public accounting firm the written disclosures and statements required by the
SEC's independence rules, delineating relationships between the independent
registered public accounting firm and the Fund, and discussed the impact that
any such relationships might have on the objectivity and independence of the
independent registered public accounting firm.

As set forth above, and as more fully set forth in the Audit Charter, the
Audit Committee has significant duties and powers in its oversight role with
respect to the Fund's financial reporting procedures, internal control systems,
and the independent audit process.

The members of the Audit Committee are not, and do not represent themselves
to be, professionally engaged in the practice of auditing or accounting and are
not employed by the Fund for accounting, financial management, or internal
control purposes. Moreover, the Audit Committee relies on and makes no
independent verification of the facts presented to it or representations made by
management or the Fund's independent registered public accounting firm.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and/or
financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with the standards of the Public Company Accounting Oversight Board (United
States) or that the financial statements are presented in accordance with
generally accepted accounting principles (United States).

Based on its consideration of the audited financial statements and the
discussions referred to above with management and the Fund's independent
registered public accounting firm, and subject to the limitations on the
responsibilities and role of the Audit Committee set forth in the Audit Charter
and those discussed above, the Audit Committee recommended to the Fund's Board
of Trustees that the Fund's audited financial statements be included in the
Fund's Annual Report for the fiscal year ended December 31, 2008.

SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF TRUSTEES

Salvatore J. Zizza, Chairman
Anthony J. Colavita
Frank J. Fahrenkopf, Jr.

February 26, 2009

The Audit Committee met three times during the fiscal year ended December
31, 2008, one of which was a special meeting. The Audit Committee is composed of
three of the Fund's Independent Trustees (as such term is defined by the New
York Stock Exchange's listing standards (the "NYSE Listing Standards")), namely
Messrs. Colavita, Fahrenkopf, and Zizza. Each member of the Audit Committee has
been determined by the Board of Trustees to be financially literate.

NOMINATING COMMITTEE

The Board of Trustees has a Nominating Committee composed of three
Independent Trustees (as such term is defined by the NYSE Listing Standards),
namely Messrs. Colavita, Melarkey, and Zizza. The Nominating Committee met once
during the fiscal year ended December 31, 2008. The Nominating Committee is
responsible for identifying and recommending to the Board of Trustees
individuals believed to be qualified to become Board members in the event that a
position is vacated or created. The Nominating Committee will consider Trustee
candidates recommended by shareholders. In considering candidates submitted by
shareholders, the Nominating Committee will take into consideration the needs of
the Board of Trustees, the qualifications of the candidate, and the interests of
shareholders. The Nominating Committee may also take into consideration the
number of shares held by the recommending shareholder and the length of time
that such shares have been held. To recommend a candidate for consideration by
the Nominating Committee, a shareholder must submit the recommendation in
writing and must include the following information:

- The name of the shareholder and evidence of the shareholder's
ownership of shares of the Fund, including the number of shares owned
and the length of time of ownership;

- The name of the candidate, the candidate's resume or a listing of his
or her qualifications to be a Trustee of the Fund, and the person's
consent to be named as a Trustee if selected by the Nominating
Committee and nominated by the Board of Trustees; and

- If requested by the Nominating Committee, a completed and signed
trustees' questionnaire.

The shareholder recommendation and information described above must be sent
to the Fund's Secretary, c/o Gabelli Funds, LLC, at One Corporate Center, Rye,
NY 10580-1422, and must be received by the Secretary no less than 120 days prior
to the anniversary date of the Fund's most recent annual meeting of shareholders
or, if the meeting has moved by more than 30 days, a reasonable amount of time
before the meeting.

The Nominating Committee believes that the minimum qualifications for
serving as a Trustee of the Fund are that the individual demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to the Board of Trustees' oversight of the business and affairs of
the Fund and have an impeccable record and reputation for honest and ethical
conduct in both his or her professional and personal activities. In addition,
the Nominating Committee examines a candidate's specific experiences and skills,
time availability in light of other commitments, potential conflicts of
interest, and independence from management and the Fund. The Nominating
Committee also seeks to have the Board of Trustees represent a diversity of
backgrounds and experience.

The Fund's Nominating Committee adopted a charter on May 12, 2004 and
amended the charter on November 17, 2004. The charter is available on the Fund's
website at www.gabelli.com.

OTHER BOARD-RELATED MATTERS

The Board of Trustees has established the following procedures in order to
facilitate communications between the Board and the shareholders of the Fund and
other interested parties.

RECEIPT OF COMMUNICATIONS

Shareholders and other interested parties may contact the Board or any
member of the Board by mail or electronically. To communicate with the Board or
any member of the Board, correspondence should be addressed to the Board or the
Board member(s) with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Fund at Gabelli Funds, LLC, One
Corporate Center, Rye, NY 10580-1422. To communicate with the Board
electronically, shareholders may go to the corporate website at www.gabelli.com
under the heading "Contact Us/Contact Us by Email/Board of Directors (Gabelli
Closed-End Funds)."

FORWARDING THE COMMUNICATIONS

All communications received will be opened by the office of the General
Counsel of the Adviser for the sole purpose of determining whether the contents
represent a message to one or more Trustees. The office of the General Counsel
will forward promptly to the addressee(s) any contents that relate to the Fund
and that are not in the nature of advertising, promotion of a product or
service, or patently offensive or otherwise objectionable material. In the case
of communications to the Board of Trustees or any committee or group of members
of the Board, the General Counsel's office will make sufficient copies of the
contents to send to each Trustee who is a member of the group or committee to
which the envelope or e-mail is addressed.

The Fund does not expect Trustees or Nominees for election as Trustee to
attend the Annual Meeting of Shareholders.

The following table sets forth certain information regarding the
compensation of the Fund's Trustees and officers for the year ended December 31,
2008. Mr Austin is employed by the Fund and is not employed by the Adviser
(although he may receive incentive-based variable compensation from affiliates
of the Adviser.) Officers of the Fund who are employed by the Adviser receive no
compensation or expense reimbursement from the Fund.

COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

AGGREGATE COMPENSATION FROM
AGGREGATE COMPENSATION THE FUND AND FUND
NAME OF PERSON AND POSITION FROM THE FUND COMPLEX PAID TO TRUSTEES*
--------------------------- ---------------------- ---------------------------

INTERESTED TRUSTEES/NOMINEES:
MARIO J. GABELLI $ 0 $ 0 (26)
Trustee and
Chief Investment Officer
SALVATORE M. SALIBELLO $19,000 $ 34,500 (3)
Trustee
EDWARD T. TOKAR $20,500 $ 29,000 (2)
Trustee
INDEPENDENT TRUSTEES/NOMINEES:
ANTHONY J. COLAVITA $21,899 $251,034 (36)
Trustee
JAMES P. CONN $18,750 $122,590 (17)
Trustee
MARIO D'URSO $18,000 $ 42,000 (4)
Trustee
FRANK J. FAHRENKOPF, JR. $20,000 $ 64,500 (5)
Trustee
MICHAEL J. MELARKEY $19,000 $ 41,250 (4)
Trustee
ANTHONIE C. VAN EKRIS $18,500 $114,500 (19)
Trustee
SALVATORE J. ZIZZA $23,911 $187,326 (27)
Trustee
OFFICER:
CARTER W. AUSTIN $211,667

----------
* Represents the total compensation paid to such persons during the fiscal
year ended December 31, 2008 by investment companies (including the Fund)
or portfolios thereof from which such person receives compensation that are
considered part of the same fund complex as the Fund because they have
common or affiliated investment advisers. The number in parentheses
represents the number of such investment companies and portfolios.

REQUIRED VOTE

The election of each of the listed Nominees for Trustee of the Fund
requires the affirmative vote of the holders of a plurality of the applicable
class or classes of Shares of the Fund represented at the Meeting if a quorum is
present.

THE BOARD OF TRUSTEES, INCLUDING THE "INDEPENDENT" TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT THE COMMON AND PREFERRED SHAREHOLDERS VOTE "FOR" THE ELECTION OF
EACH NOMINEE.

ADDITIONAL INFORMATION

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers, 300 Madison Avenue, New York, NY 10017, has been
selected to serve as the Fund's independent registered public accounting firm
for the fiscal year ending December 31, 2009. PricewaterhouseCoopers acted as
the Fund's independent registered public accounting firm for the fiscal year
ended December 31, 2008. The Fund knows of no direct financial or material
indirect financial interest of PricewaterhouseCoopers in the Fund. A
representative of PricewaterhouseCoopers will not be present at the Meeting, but
will be available by telephone and will have an opportunity to make a statement,
if asked, and will be available to respond to appropriate questions.

Set forth in the table below are audit fees and non-audit related fees
billed to the Fund by PricewaterhouseCoopers for professional services received
during and for the fiscal years ended December 31, 2007 and 2008, respectively.

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

2007 $53,250 $6,300 $4,350 --
2008 $62,700 $9,145 $5,000 --

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

** "Tax Fees" are those fees billed by PricewaterhouseCoopers in connection
with tax compliance services, including primarily the review of the Fund's
income tax returns.

The Fund's Audit Charter requires that the Audit Committee pre-approve all
audit and non-audit services to be provided by the independent registered public
accounting firm to the Fund, and all non-audit services to be provided by the
independent registered public accounting firm to the Fund's Adviser and service
providers controlling, controlled by, or under common control with the Fund's
Adviser ("affiliates") that provide on-going services to the Fund (a "Covered
Services Provider"), if the engagement relates directly to the operations and
financial reporting of the Fund. The Audit Committee may delegate its
responsibility to pre-approve any such audit and permissible non-audit services
to the Chairman of the Audit Committee, and the Chairman must report his
decision(s) to the Audit Committee, at its next regularly scheduled meeting
after the Chairman's pre-approval of such services. The Audit Committee may also
establish detailed pre-approval policies and procedures for pre-approval of such
services in accordance with applicable laws, including the delegation of some or
all of the Audit Committee's pre-approval responsibilities to other persons
(other than the Adviser or the Fund's officers). Pre-approval by the Audit
Committee of any permissible non-audit services is not required so long as: (i)
the aggregate amount of all such permissible non-audit services provided to the
Fund, the Adviser, and any Covered Services Provider constitutes not more than
5% of the total amount of revenues paid by the Fund to its independent
registered public accounting firm during the year in which the permissible
non-audit services are provided; (ii) the permissible non-audit services were
not recognized by the Fund at the time of the engagement to be non-audit
services; and (iii) such services are promptly brought to the attention of the
Audit Committee and approved by the Audit Committee or the Chairman prior to the
completion of the audit. All of the audit, audit-related, and tax services
described above for which

PricewaterhouseCoopers billed the Fund fees for the fiscal years ended December
31, 2007 and December 31, 2008 were pre-approved by the Audit Committee.

For the fiscal year ended December 31, 2008, PricewaterhouseCoopers has
represented to the Fund that it did not provide any non-audit services (or bill
any fees for such services) to the Adviser or any affiliates thereof that
provide services to the Fund.

THE INVESTMENT ADVISER AND ADMINISTRATOR

Gabelli Funds, LLC is the Fund's Adviser and Administrator and its business
address is One Corporate Center, Rye, New York 10580-1422.

COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the
rules thereunder, require the Fund's executive officers and Trustees, executive
officers and directors of the Adviser, certain other affiliated persons of the
Adviser, and persons who own more than 10% of a registered class of the Fund's
securities to file reports of ownership and changes in ownership with the SEC
and the New York Stock Exchange and to furnish the Fund with copies of all
Section 16(a) forms they file. Based solely on the Fund's review of the copies
of such forms it received for the fiscal year ended December 31, 2008, the Fund
believes that during that year such persons complied with all such applicable
filing requirements.

BROKER NON-VOTES AND ABSTENTIONS

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

The affirmative vote of a plurality of votes cast for each Nominee by the
shareholders entitled to vote for a particular Nominee is necessary for the
election of a Trustee. Abstentions or broker non-votes will not be counted as
votes cast and will have no effect on the result of the vote. Abstentions or
broker non-votes, however, will be considered to be present at the Meeting for
purposes of determining the existence of a quorum.

Shareholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Semi-Annual Report dated June 30, 2009.

OTHER MATTERS TO COME BEFORE THE MEETING

The Trustees of the Fund do not intend to present any other business at the
Meeting, nor are they aware that any shareholder intends to do so. If, however,
any other matters, including adjournments, are properly brought before the
Meeting, the persons named in the accompanying proxy will vote thereon in
accordance with their judgment.

SHAREHOLDER PROPOSALS

All proposals by shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 2010
must be received by the Fund for consideration for inclusion in the Fund's proxy
statement and proxy relating to that meeting no later than December 7, 2009.
There are additional requirements regarding proposals of shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
under the 1934 Act.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.

SHAREHOLDERS MAY PROVIDE THEIR VOTE BY TELEPHONE OR THE INTERNET BY
FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROXY CARD OR NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIALS.

GDV-PS-2009

PROXY TABULATOR TO VOTE BY INTERNET
P.O. BOX 9112
FARMINGDALE, NY 11735 1) Read the Proxy Statement and have the proxy
card below at hand.
2) Go to website www.proxyvote.com
3) Follow the instructions provided on the
website.

TO VOTE BY TELEPHONE

1) Read the Proxy Statement and have the proxy
card below at hand.
2} Call 1-800-690-6903
3) Follow the instructions.

TO VOTE BY MAIL

1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card
below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope
provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M12526 KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY

THE GABELLI DIVIDEND & INCOME TRUST
COMMON SHAREHOLDER

[A] ELECTION OF TRUSTEES -- THE BOARD OF
TRUSTEES RECOMMENDS A VOTE FOR EACH FOR WITHHOLD FOR ALL To withhold authority to vote for
OF THE NOMINEES LISTED. ALL ALL EXCEPT any individual nominee(s), mark
"For All Except" and write the
1. To elect two (2) Trustees of the Fund: name(s) of the nominee(s) on the
line below.
NOMINEES: [ ] [ ] [ ]
----------------------------------
01) Salvatore M. Salibello
02) Edward T. Tokar

[B] AUTHORIZED SIGNATURES--THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- SIGN AND
DATE BELOW

Please sign this proxy exactly as your name(s) appear(s) in the records of the Fund. If joint owners,
either may sign. Trustees and other fiduciaries should indicate the capacity in which they sign, and
where more than one name appears, a majority must sign. If a corporation, this signature should be
that of an authorized officer who should state his or her title.

---------------------------------- --------------------- ---------------------------------- ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING:
The Notice and Proxy Statement is available at www.proxyvote.com.

(ARROW) PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
------------------------------------------------------------------------------------------------------------------------
M12527

THE GABELLI DIVIDEND & INCOME TRUST

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Mario J. Gabelli, Agnes Mullady and Bruce N. Alpert, and each of them, attorneys and
proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on
behalf of the undersigned all shares of The Gabelli Dividend & Income Trust (the "Fund") which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Fund to be held at The Cole Auditorium, The Greenwich
Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 18, 2009, at 9:45 a.m., and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy Statement and
hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies
are authorized to vote upon such other business as may properly come before the Meeting.

A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.

This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction
is made, this proxy will be voted FOR the election of the nominees as Trustees and in the discretion of the proxy holder
as to any other matter that may properly come before the Meeting. Please refer to the Proxy Statement for a discussion
of Proposal No. 1.

----------------------------------------------------------------------------------------------
| PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. |
----------------------------------------------------------------------------------------------

TO VOTE BY TELEPHONE

1) Read the Proxy Statement and have the proxy
card below at hand.
2} Call 1-800-690-6903
3) Follow the instructions.

TO VOTE BY MAIL

1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card
below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope
provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M12528 KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY

THE GABELLI DIVIDEND & INCOME TRUST
PREFERRED SHAREHOLDER

[A] ELECTION OF TRUSTEES -- THE BOARD OF
TRUSTEES RECOMMENDS A VOTE FOR EACH FOR WITHHOLD FOR ALL To withhold authority to vote for
OF THE NOMINEES LISTED. ALL ALL EXCEPT any individual nominee(s), mark
"For All Except" and write the
1. To elect three (3) Trustees of the Fund: name(s) of the nominee(s) on the
line below.
NOMINEES: [ ] [ ] [ ]
----------------------------------
01) Salvatore M. Salibello
02) Edward T. Tokar
03) James P. Conn

[B] AUTHORIZED SIGNATURES--THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- SIGN AND
DATE BELOW

---------------------------------- --------------------- ---------------------------------- ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING:
The Notice and Proxy Statement is available at www.proxyvote.com.

THE GABELLI DIVIDEND & INCOME TRUST

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES