Edgar Filing: GABELLI DIVIDEND & INCOME TRUST

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. ___)
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

THE GABELLI DIVIDEND & INCOME TRUST

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

2) Aggregate number of securities to which transaction applies:

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

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

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

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

THE GABELLI DIVIDEND & INCOME TRUST
One Corporate Center
Rye, New York 10580-1422
(914) 921-5070
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 2006
------------------

To the Shareholders of
THE GABELLI DIVIDEND & INCOME TRUST

Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Gabelli Dividend & Income Trust (the "Trust") will be held at
The Cole Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, on Monday, May 15, 2006, at 12:00 p.m., for the following
purposes:

1. To elect three (3) Trustees of the Trust, two (2) Trustees to be elected
by the holders of the Trust's Common Shares and holders of its 5.875%
Series A Cumulative Preferred Shares, Series B Auction Market Preferred
Shares, 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 Trust'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 13, 2006 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at
the Meeting and any adjournments thereof.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
TRUST. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
COMPLETE, SIGN, AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.

By Order of the Board of Trustees,

JAMES E. MCKEE
SECRETARY
April 17, 2006

INSTRUCTIONS FOR SIGNING PROXY CARDS

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

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

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

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

REGISTRATION VALID SIGNATURE

CORPORATE ACCOUNTS

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

TRUST ACCOUNTS

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

CUSTODIAN OR ESTATE ACCOUNTS

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

TELEPHONE/INTERNET VOTING

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

THE GABELLI DIVIDEND & INCOME TRUST
----------
ANNUAL MEETING OF SHAREHOLDERS
May 15, 2006
----------
PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of The Gabelli Dividend & Income Trust (the
"Trust") for use at the Annual Meeting of Shareholders of the Trust to be held
on Monday, May 15, 2006, at 12:00 p.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 Annual Meeting of Shareholders
and proxy card accompany this Proxy Statement, all of which are first being
mailed to Shareholders on or about April 17, 2006.

In addition to the solicitation of proxies by mail, officers of the Trust
and officers and regular employees of Computershare Trust Company, N.A.
("Computershare"), the Trust's transfer agent, and affiliates of Computershare
or other representatives of the Trust also may solicit proxies by telephone,
telegraph, Internet, or in person. In addition, the Trust has retained The
Altman Group, Inc. to assist in the solicitation of proxies for a minimum fee of
$2,500 plus reimbursement of expenses. The Trust will pay the costs of the proxy
solicitation and the expenses incurred in connection with preparing the Proxy
Statement and its enclosures. The Trust will also reimburse brokerage firms and
others for their expenses in forwarding solicitation materials to the beneficial
owners of its shares.

THE TRUST'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2005, IS AVAILABLE UPON REQUEST,
WITHOUT CHARGE, BY WRITING TO THE TRUST AT ONE CORPORATE CENTER, RYE, NEW YORK
10580-1422, BY CALLING THE TRUST AT 800-422-3554, OR VIA THE INTERNET AT
WWW.GABELLI.COM.

If the enclosed proxy is properly executed and returned in time to be voted
at the Meeting, the Shares (as defined below) represented thereby will be voted
"FOR" the election of the nominees as Trustees listed in the accompanying Notice
of Annual Meeting of Shareholders, unless instructions to the contrary are
marked thereon, and 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 Trust at
the above address prior to the date of the Meeting.

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

The close of business on March 13, 2006 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.

The Trust has two classes of capital stock: common shares, par value $0.001
per share (the "Common 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 84,214,605
Common Shares, 3,200,000 Series A Preferred Shares, 4,000 Series B Preferred
Shares, 4,800 Series C Preferred Shares, 2,600,000 Series D Preferred Shares,
and 5,400 Series E Preferred Shares outstanding.

As of the record date, there were no persons known to the Trust to be
beneficial owners of more than 5% of the Trust's outstanding 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 TRUST

NOMINEES FOR THE BOARD OF TRUSTEES
The Board of Trustees is divided into three classes, each class having a
term of three years. Each year the term of office of one class will expire.
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
Trust's 2009 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 Trust's Preferred Shares for a three-year
term to expire at the Trust's 2009 Annual Meeting of Shareholders or until his
successor is duly elected and qualified. Each of the Trustees of the Trust has
served in that capacity since the October 23, 2003 organizational meeting of the
Trust. All of the Trustees of the Trust are also directors or trustees of other
investment companies for which Gabelli Funds, LLC (the "Adviser") or its
affiliates serve as investment adviser with the exception of Edward T. Tokar.
The classes of Trustees are indicated below:

NOMINEES TO SERVE UNTIL 2009 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------------
James P. Conn
Salvatore M. Salibello
Edward T. Tokar

TRUSTEES SERVING UNTIL 2008 ANNUAL MEETING OF SHAREHOLDERS
-------------------------------------------------------------
Anthony J. Colavita
Frank J. Fahrenkopf, Jr.
Anthonie C. van Ekris
Salvatore J. Zizza

TRUSTEES SERVING UNTIL 2007 ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------------------------
Mario J. Gabelli, CFA
Mario d'Urso
Michael J. Melarkey

Under the Trust's Declaration of Trust, Statement of Preferences, and the
Investment Company Act of 1940, as amended (the "1940 Act"), holders of the
Trust's outstanding Preferred Shares, voting as a separate class, are entitled
to elect two Trustees, and holders of the Trust'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 Trust's
Declaration of Trust, Statement of Preferences, and By-Laws. The holders of the
Trust'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 Trust'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 Trust's Preferred Shares. A quorum of the Preferred Shareholders
must be present 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 for
election to the Board of the Trust and officers of the Trust, including
information relating to their respective positions held with the Trust, a brief
statement of their principal occupations during the past five years and other
directorships (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 of the Board and Chief Director of Morgan Group 23
Trustee and Executive Officer of GAMCO Holdings, Inc. (holding
Chief Investment Officer Investors, Inc. and Chief company)
Age: 63 Investment Officer - Value Portfolios
of Gabelli Funds, LLC and GAMCO
Asset Management Inc.; Chairman
and Chief Executive Officer of
Lynch Interactive Corporation
(multimedia and services)

SALVATORE M. SALIBELLO Since 2003* Certified Public Accountant and -- 3
Trustee Managing Partner of the certified public
Age: 60 accounting firm of Salibello & Broder LLP

EDWARD T. TOKAR Since 2003* Senior Managing Director of Beacon Trustee of LEVCO Series 1
Trustee Trust Company since 2004; Chief Trust; Director of DB
Age: 58 Executive Officer of Allied Hedge Strategies Fund
Capital Management LLC (1997-2004); LLC; Director of the Topiary
Vice President - Investments of Honeywell Benefit Plan Investor
International Inc. (1977-2004) Fund LLC (financial services)

NON-INTERESTED TRUSTEES/NOMINEES:
--------------------------------
ANTHONY J. COLAVITA4 Since 2003** Partner in the law firm of Anthony J. -- 33
Trustee Colavita, P.C.
Age: 70

JAMES P. CONN4 Since 2003* Former Managing Director and Director of First Republic Bank 14
Trustee Chief Investment Officer of (banking)
Age: 68 Financial Security Assurance
Holdings Ltd. (insurance holding
company) (1992-1998)

MARIO D'URSO Since 2003*** Chairman of Mittel Capital Markets -- 3
Trustee S.p.A. since 2001; Senator in the
Italian Age: 65 Parliament (1996-2001)

FRANK J. FAHRENKOPF, JR. Since 2003** President and Chief Executive Director of First Republic Bank 5
Trustee Officer of the American Gaming (banking)
Age: 66 Association; Co-Chairman of the
Commission on Presidential Debates;
Chairman of the Republican
National Committee (1983-1989)

MICHAEL J. MELARKEY Since 2003*** Partner in the law firm of Avansino, Director of Southwest Gas 3
Trustee Melarkey, Knobel & Mulligan Corporation (natural gas utility)
Age: 56

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

ANTHONIE C. VAN EKRIS Since 2003** Chairman of BALMAC -- 17
Trustee International, Inc.(commodities
Age: 71 and futures trading)

SALVATORE J. ZIZZA Since 2003** Chairman of Hallmark Electrical Director of Hollis Eden 24
Trustee Supplies Corp. Pharmaceuticals (biotechnology)
Age: 60 and Earl Scheib, Inc.
(automotive services)
OFFICERS:
--------
BRUCE N. ALPERT Since 2003 Executive Vice President and Chief
President Operating Officer of Gabelli Funds,
Age: 54 LLC since 1988; Director and
President of Gabelli Advisers, Inc. since
1998; Officer of all registered
investment companies in the Gabelli
Funds complex.

CARTER W. AUSTIN Since 2003 Vice President of the Trust since
Vice President 2003; Vice President of The Gabelli
Age: 39 Equity Trust Inc. since 2000 and The Gabelli
Global Gold, Natural Resources & Income
Trust since 2005; 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: 52 Chief Compliance Officer of all
registered investment companies in
the Gabelli Funds complex; Vice President
of Goldman Sachs Asset Management from
2000-2004.

JAMES E. MCKEE Since 2003 Vice President, General Counsel and
Secretary Secretary of GAMCO Investors, Inc.
Age: 42 since 1999 and GAMCO Asset
Management Inc. since 1993; Secretary
of all registered investment companies
advised by Gabelli Advisers, Inc. and
Gabelli Funds, LLC.

AGNES MULLADY Since 2006 Officer of all registered investment companies
Treasurer and Principal in the Gabelli Funds complex; Senior Vice President of
Financial Officer U.S. Trust Company, N.A. and Treasurer and Chief
Age: 47 Financial Officer of Excelsior Funds from 2004-2005;
Chief Financial Officer of AMIC Distribution Partners from
2002-2004; Controller of Reserve Management, Inc.
and Reserve Partners, Inc. and Treasurer of Reserve Funds
from 2000-2002.

-----------------
1 Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise
noted.
2 The Trust's Board of Trustees is divided into three classes, each class
having a term of three years. Each year the term of office of one class
expires and the successor or successors elected to such class serve for
a three-year term.
* Nominee to serve, if elected, until the Trust's 2009 Annual Meeting of
Shareholders or until his successor is duly elected and qualified.
** Term continues until the Trust's 2008 Annual Meeting of Shareholders or
until his successor is duly elected and qualified.
*** Term continues until the Trust's 2007 Annual Meeting of Shareholders or
until his successor is duly elected and qualified.
3 "Interested person" of the Trust, as defined in the 1940 Act. Mr.
Gabelli is considered an "interested person" of the Trust because of
his affiliation with Gabelli Funds, LLC, which is the Trust's
investment adviser, and Gabelli & Company, Inc., which executes
portfolio transactions for the Trust, and as a controlling shareholder
because of the level of his ownership of common shares of the Trust.
Mr. Tokar is considered an "interested person" of the Trust as a result
of his son's employment by an affiliate of the Adviser. Mr. Salibello
may be considered an "interested person" of the Trust as a result of
being a partner in an accounting firm that provides professional
services to affiliates of the Adviser.
4 As a Trustee, elected solely by holders of the Trust's Preferred
Shares.

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

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

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

INTERESTED TRUSTEES/NOMINEES:
----------------------------
Mario J. Gabelli E E

Salvatore M. Salibello A E

Edward T. Tokar A A

NON-INTERESTED TRUSTEES/NOMINEES:
--------------------------------
Anthony J. Colavita** C E

James P. Conn D E

Mario d'Urso D E

Frank J. Fahrenkopf, Jr. A B

Michael J. Melarkey C E

Anthonie C. van Ekris** E E

Salvatore J. Zizza D E

--------------------------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. Over $100,000
All shares were valued as of December 31, 2005.

** Messrs. Colavita and van Ekris each beneficially own less than 1% of the
common stock of Lynch Corporation, having a value of $16,517 and $16,500,
respectively, as of December 31, 2005. Mr. van Ekris beneficially owns less
than 1% of the common stock of Lynch Interactive Corporation, having a
value of $52,176 as of December 31, 2005. Lynch Corporation and Lynch
Interactive Corporation may be deemed to be controlled by Mario J. Gabelli
and in that event would be deemed to be under common control with the
Trust's Adviser.
(1) This information has been furnished by each Trustee and Nominee for
election as Trustee as of December 31, 2005. "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 Trust because they have common or affiliated
investment advisers.

Set forth in the table below is the amount of shares beneficially owned by
each Trustee of the Trust.

AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF TRUSTEE/NOMINEE BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
----------------------- ------------------------ ---------------
INTERESTED TRUSTEES/NOMINEES:
----------------------------
Mario J. Gabelli 2,784,705 (3) 3.3%

Salvatore M. Salibello 0 *

Edward T. Tokar 0 *

NON-INTERESTED TRUSTEES/NOMINEES:
--------------------------------
Anthony J. Colavita 2,500 (4) *

James P. Conn 5,000 *

Mario d'Urso 3,500 *

Frank J. Fahrenkopf, Jr. 0 *

Michael J. Melarkey 2.324 *

Anthonie C. van Ekris 4,200 *

Salvatore J. Zizza 4,000 (5) *
--------------------------
(1) This information has been furnished by each Trustee and Nominee for
election as Trustee as of December 31, 2005. "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.
(3) Includes 107,000 shares owned directly by Mr. Gabelli and 2,677,705 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 shares owned by Mr. Colavita's spouse and 1,000 shares owned
by Mr. Colavita's son for which he disclaims beneficial ownership.
(5) Includes 3,000 shares owned by Mr. Zizza's sons for which he disclaims
beneficial ownership.

The Trust pays each Trustee who is not affiliated with the Adviser or its
affiliates a fee of $12,000 per year plus $1,500 per meeting attended in person,
$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 Audit Committee Chairman
receives an annual fee of $3,000, the Proxy Voting Committee Chairman receives
an annual fee of $1,500, and the Nominating Committee Chairman receives an
annual fee of $2,000. The aggregate remuneration (not including out-of-pocket
expenses) paid by the Trust to such Trustees during the year ended December 31,
2005 amounted to $179,466. During the year ended December 31, 2005, the Trustees
of the Trust met six times, two of which were special meetings of Trustees. Each
Trustee then serving in such capacity attended at least 75% of the meetings of
Trustees and of any Committee of which he is a member.

AUDIT COMMITTEE REPORT

The role of the Trust's Audit Committee (the "Audit Committee") is to
assist the Board of Trustees in its oversight of (i) the quality and integrity
of the Trust's financial statement reporting process and the independent audit
and reviews thereof; (ii) the Trust's accounting and financial reporting
policies and practices, its internal controls, and, as appropriate, the internal
controls of certain of its service providers; (iii) the Trust's compliance with
legal and regulatory requirements; and (iv) the independent registered public
accounting firm's qualifications, independence, and performance. The Audit
Committee also is required to prepare an audit committee report pursuant to the
rules of the Securities and Exchange Commission (the "SEC") for inclusion in the
Trust's annual proxy statement. The Audit Committee operates pursuant to the
Audit Committee Charter (the "Charter") that was most recently reviewed and
approved by the Board of Trustees on February 15, 2006.

Pursuant to the Charter, the Audit Committee is responsible for conferring
with the Trust's independent registered public accounting firm, reviewing annual
financial statements, approving the selection of the Trust's independent
registered public accounting firm, and overseeing the Trust's internal controls.
The Charter also contains

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

In performing its oversight function, at a meeting held on February 13,
2006, the Audit Committee reviewed and discussed with management of the Trust
and PricewaterhouseCoopers the audited financial statements of the Trust as of
and for the year ended December 31, 2005, and discussed the audit of such
financial statements with the independent registered public accounting firm.

In addition, the Audit Committee discussed with the independent registered
public accounting firm the accounting principles applied by the Trust and such
other matters brought to the attention of the Audit Committee by the independent
registered public accounting firm 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 Trust, and discussed the impact that
any such relationships might have on the objectivity and independence of the
independent registered public accounting firm.

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

The members of the Audit Committee are not, and do not represent themselves
to be, professionally engaged in the practice of auditing or accounting and are
not employed by the Trust for accounting, financial management, or internal
control purposes. Moreover, the Audit Committee relies on and makes no
independent verification of the facts presented to it or representations made by
management or independent verification of the facts presented to it or
representations made by management or the Trust's independent registered public
accounting firm. Accordingly, the Audit Committee's oversight does not provide
an independent basis to determine that management has maintained appropriate
accounting and/or financial reporting principles and policies, or internal
controls and procedures, designed to assure compliance with accounting standards
and applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Trust's financial statements has been carried out in accordance
with the standards of the Public Company Accounting Oversight Board (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 Trust's independent
registered public accounting firm, and subject to the limitations on the
responsibilities and role of the Audit Committee set forth in the Charter and
those discussed above, the Audit Committee recommended to the Trust's Board of
Trustees that the Trust's audited financial statements be included in the
Trust's Annual Report for the year ended December 31, 2005.

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

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

February 15, 2006

The Audit Committee met twice during the year ended December 31, 2005. The
Audit Committee is composed of three of the Trust's independent (as such term is
defined by the New York Stock Exchange's listing standards (the "NYSE Listing
Standards")) Trustees, namely Messrs. Fahrenkopf, van Ekris, and Zizza. Each
member of the Audit Committee has been determined by the Board of Trustees to be
financially literate.

NOMINATING COMMITTEE

The Board of Trustees has a Nominating Committee composed of three
independent (as such term is defined by the NYSE Listing Standards) Trustees,
namely Messrs. Colavita, Melarkey, and Zizza. The Nominating Committee met once
during the year ended December 31, 2005. The Nominating Committee is responsible
for identifying and recommending to the Board of Trustees individuals believed
to be qualified to become Board members in the event that a position is vacated
or created. The Nominating Committee will consider Trustee candidates
recommended by shareholders. In considering candidates submitted by
shareholders, the Nominating Committee will take into consideration the needs of
the Board of Trustees, the qualifications of the candidate, and the interests of
shareholders. The Nominating Committee may also take into consideration the
number of shares held by the recommending shareholder and the length of time
that such shares have been held. To recommend a candidate for consideration by
the Nominating Committee, a shareholder must submit the recommendation in
writing and must include the following information:

o The name of the shareholder and evidence of the shareholder's ownership
of shares of the Trust, including the number of shares owned and the
length of time of ownership;
o The name of the candidate, the candidate's resume or a listing of his
or her qualifications to be a Trustee of the Trust, and the person's
consent to be named as a Trustee if selected by the Nominating
Committee and nominated by the Board of Trustees; and
o If requested by the Nominating Committee, a completed and signed
trustees' questionnaire.

The shareholder recommendation and information described above must be sent
to James E. McKee, the Trust'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 Trust's most recent
annual meeting of shareholders or, if the meeting has moved by more than 30
days, a reasonable amount of time before the meeting.

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

The Trust's Nominating Committee adopted a charter on May 12, 2004, and
amended the charter on November 17, 2004. The charter can be found on the
Trust's website at www.gabelli.com.

OTHER BOARD-RELATED MATTERS

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

RECEIPT OF COMMUNICATIONS

Shareholders and other interested parties may contact the Board or any
member of the Board by mail or electronically. To communicate with the Board or
any member of the Board, correspondence should be addressed to the Board or the
Board member(s) with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Trust at One Corporate Center, Rye,
NY 10580-1422. To communicate with the Board electronically, shareholders may
send an e-mail to gabellifundsboard@gabelli.com.

FORWARDING THE COMMUNICATIONS

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

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

The following table sets forth certain information regarding the
compensation of the Trust's Trustees and officers for the year ended December
31, 2005. Mr. Austin is employed by the Trust and is not employed by the Adviser
(although he may receive incentive-based variable compensation from affiliates
of the Adviser). Officers of the Trust who are employed by the Adviser receive
no compensation or expense reimbursement from the Trust.

COMPENSATION TABLE
FOR THE YEAR ENDED DECEMBER 31, 2005

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

INTERESTED TRUSTEES/NOMINEES:
----------------------------
MARIO J. GABELLI $0 $0 (24)(diamond)
Trustee andChief Investment Officer

KARL OTTO POHl** $0 $7,571 (35)+ (diamond)
Trustee

SALVATORE M. SALIBELLO $19,000 $26,500 (3)
Trustee

EDWARD T. TOKAR $20,500 $20,500 (1)
Trustee

NON-INTERESTED TRUSTEES/NOMINEES:
--------------------------------
ANTHONY J. COLAVITA $21,085 $212,473 (37)+ (diamond)
Trustee

JAMES P. CONN $17,038 $83,283 (14)
Trustee

MARIO D'URSO $18,417 $33,367 (3)
Trustee

FRANK J. FAHRENKOPF, JR. $20,225 $60,183 (5)
Trustee

MICHAEL J. MELARKEY $19,417 $34,367 (3)
Trustee

ANTHONIE C. VAN EKRIS $20,192 $105,378 (21)+ (diamond)
Trustee

SALVATORE J. ZIZZA $23,592 $143,962 (25)(diamond)
Trustee

OFFICER:
-------
CARTER W. AUSTIN $225,000 $225,000 (1)
Vice President
10

------------------
* Represents the total compensation paid to such persons during the
calendar year ended December 31, 2005 by investment companies
(including the Trust) or portfolios thereof from which such person
receives compensation that are considered part of the same fund
complex as the Trust because they have common or affiliated investment
advisers. The number in parentheses represents the number of such
investment companies and portfolios.
** Mr. Pohl resigned from the Board of Trustees effective November 16,
2005 and now serves as Trustee Emeritus.
+ Includes compensation for serving as a Director of The Treasurer's
Fund, Inc., which was liquidated on October 28, 2005.
(diamond) Includes compensation for serving as a Trustee of Ned Davis Research
Funds, Inc., which was liquidated on February 10, 2006.

REQUIRED VOTE

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

THE BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT THE 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 Trust's independent registered public accounting firm
for the year ending December 31, 2006. PricewaterhouseCoopers acted as the
Trust's independent registered public accounting firm for the year ended
December 31, 2005. The Trust knows of no direct financial or material indirect
financial interest of PricewaterhouseCoopers in the Trust. A representative of
PricewaterhouseCoopers will not be present at the Meeting, but will be available
by telephone and will have an opportunity to make a statement, if asked, and
will be available to respond to appropriate questions.

Set forth in the table below are audit fees and non-audit related fees
billed to the Trust by PricewaterhouseCoopers for professional services received
during and for the years ended December 31, 2004 and 2005, respectively.

YEAR ENDED AUDIT-RELATED ALL
DECEMBER 31 AUDIT FEES FEES* TAX FEES** OTHER FEES
----------- ---------- ---- -------- ----------
2004 $95,022 $13,800 $2,550 --
2005 $100,950 $13,800 $2,880 --
-----------
* "Audit-Related Fees" are those fees billed to the Trust by
PricewaterhouseCoopers in connection with the preparation of Preferred
Shares Reports to Moody's Investors Service, Inc. and Standard & Poor's
Ratings Services.
** "Tax Fees" are those fees billed by PricewaterhouseCoopers in connection
with tax compliance services, including primarily the review of the Trust's
income tax returns.

The Trust's Audit Committee Charter requires that the Audit Committee
pre-approve all audit and non-audit services to be provided by the independent
registered public accounting firm to the Trust, and all non-audit services to be
provided by the independent registered public accounting firm to the Trust's
Adviser and service providers controlling, controlled by, or under common
control with the Trust's Adviser ("affiliates") that provide on-going services
to the Trust (a "Covered Services Provider"), if the engagement relates directly
to the operations and financial reporting of the Trust. The Audit Committee may
delegate its responsibility to pre-approve any such audit and permissible
non-audit services to the Chairman of the Audit Committee, and the Chairman must
report his decision(s) to the Audit Committee, at its next regularly scheduled
meeting after the Chairman's pre-approval of such services. The Audit Committee
may also establish detailed pre-approval policies and procedures for
pre-approval of such services in accordance with applicable laws, including the
delegation of some or all of the Audit Committee's pre-approval responsibilities
to other persons (other than the Adviser or the Trust's officers). Pre-approval
by the Audit Committee of any permissible non-audit services is not required so
long as: (i) the aggregate

amount of all such permissible non-audit services provided to the Trust, the
Adviser, and any Covered Services Provider constitutes not more than 5% of the
total amount of revenues paid by the Trust to its independent registered public
accounting firm during the year in which the permissible non-audit services are
provided; (ii) the permissible non-audit services were not recognized by the
Trust at the time of the engagement to be non-audit services; and (iii) such
services are promptly brought to the attention of the Audit Committee and
approved by the Audit Committee or the Chairman prior to the completion of the
audit. All of the audit, audit-related, and tax services described above for
which PricewaterhouseCoopers billed the Trust fees for the years ended December
31, 2004 and December 31, 2005 were pre-approved by the Audit Committee.

For the year ended December 31, 2005, PricewaterhouseCoopers has
represented to the Trust that it did not provide any non-audit services (or bill
any fees for such services) to the Adviser or any affiliates thereof that
provide services to the Trust.

THE INVESTMENT ADVISER AND ADMINISTRATOR

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

COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the
rules thereunder, require the Trust's 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 Trust's
securities to file reports of ownership and changes in ownership with the SEC
and the New York Stock Exchange and to furnish the Trust with copies of all
Section 16(a) forms they file. Based solely on the Trust's review of the copies
of such forms it received for the year ended December 31, 2005, the Trust
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 Trust will be informed of the voting results of the
Meeting in the Trust's Semi-Annual Report dated June 30, 2006.

OTHER MATTERS TO COME BEFORE THE MEETING

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

SHAREHOLDER PROPOSALS

All proposals by shareholders of the Trust which are intended to be
presented at the Trust's next Annual Meeting of Shareholders to be held in 2007
must be received by the Trust for consideration for inclusion in the Trust's
proxy statement and proxy relating to that meeting no later than December 18,
2006. There are additional

requirements regarding proposals of shareholders, and a shareholder
contemplating submission of a proposal is referred to Rule 14a-8 under the 1934
Act.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE, AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

3774-PS-2006

GABELLI FUNDS

MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6

000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext

C 1234567890 J N T

-- Mark box at left if an address change is noted on this card.
--

--------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD COMMON SHAREHOLDER
--------------------------------------------------------------------------------
THE GABELLI DIVIDEND & INCOME TRUST

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Mario J. Gabelli, James E. McKee and Bruce
N. Alpert, and each of them, attorneys and proxies of the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The Gabelli Dividend & Income Trust
(the "Trust") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Trust to be held at The Cole Auditorium, The Greenwich
Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 15,
2006 at 12:00 p.m., and at any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement and hereby
instructs said attorneys and proxies to vote said shares as indicated herein. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Meeting.

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

This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
the election of the nominees as Trustees and in the discretion of the proxy
holder as to any other matter that may properly come before the Meeting. Please
refer to the Proxy Statement for a discussion of Proposal No. 1.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

A ELECTION OF TRUSTEES
1. To elect two (2) Trustees of the Trust:

01 - Salvatore M. Salibello FOR WITHHOLD
02 - Edward T. Tokar FOR WITHHOLD

COMMENTS --
Mark box at right if comments are noted below. --

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

B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

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

Signature 1 - Please keep signature within the box
------------------------

------------------------
Signature 2 - Please keep signature within the box
------------------------

------------------------
Date (mm/dd/yyyy)
------------------------
/ /
------------------------

0 0 8 4 6 0 1 1 U P X COY +

GABELLI FUNDS

MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6

000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext

C 1234567890 J N T

-- Mark box at left if an address change is noted on this card.
--

--------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD SERIES A PREFERRED
--------------------------------------------------------------------------------
THE GABELLI DIVIDEND & INCOME TRUST

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

A ELECTION OF TRUSTEES
1. To elect three (3) Trustees of the Trust:

01 - James P. Conn FOR WITHHOLD
02 - Salvatore M. Salibello FOR WITHHOLD
03 - Edward T. Tokar FOR WITHHOLD

COMMENTS --
Mark box at right if comments are noted below. --

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

B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

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

Signature 1 - Please keep signature within the box
---------------------

---------------------
Signature 2 - Please keep signature within the box
---------------------

---------------------
Date (mm/dd/yyyy)
---------------------
/ /
---------------------

0 0 8 4 6 0 2 1 U P X COY +

GABELLI FUNDS

--------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD SERIES B PREFERRED
--------------------------------------------------------------------------------
THE GABELLI DIVIDEND & INCOME TRUST

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Mario J. Gabelli, James E. McKee and Bruce N.
Alpert, and each of them, attorneys and proxies of the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The Gabelli Dividend & Income Trust
(the "Trust") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Trust to be held at The Cole Auditorium, The Greenwich
Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 15,
2006 at 12:00 p.m., and at any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement and hereby
instructs said attorneys and proxies to vote said shares as indicated herein. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Meeting.

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

A ELECTION OF TRUSTEES
1. To elect three (3) Trustees of the Trust:

01 - James P. Conn FOR WITHHOLD
02 - Salvatore M. Salibello FOR WITHHOLD
03 - Edward T. Tokar FOR WITHHOLD

COMMENTS --
Mark box at right if comments are noted below. --

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

B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

Please sign this proxy exactly as your name(s) appear(s) in the records of the
Trust. If joint owners, either may sign. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
Signature 1 - Please keep signature within the box
-----------------------

-----------------------
Signature 2 - Please keep signature within the box
-----------------------

-----------------------
Date (mm/dd/yyyy)
-----------------------
/ /
-----------------------

0 0 8 4 6 0 4 1 U P X COY +

GABELLI FUNDS

--------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD SERIES C PREFERRED
--------------------------------------------------------------------------------
THE GABELLI DIVIDEND & INCOME TRUST

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Mario J. Gabelli, James E. McKee and Bruce N.
Alpert, and each of them, attorneys and proxies of the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The Gabelli Dividend & Income Trust
(the "Trust") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Trust to be held at The Cole Auditorium, The Greenwich
Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 15,
2006 at 12:00 p.m., and at any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement and hereby
instructs said attorneys and proxies to vote said shares as indicated herein. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Meeting.

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

A ELECTION OF TRUSTEES
1. To elect three (3) Trustees of the Trust:

01 - James P. Conn FOR WITHHOLD
02 - Salvatore M. Salibello FOR WITHHOLD
03 - Edward T. Tokar FOR WITHHOLD

COMMENTS --
Mark box at right if comments are noted below. --

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

B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

Please sign this proxy exactly as your name(s) appear(s) in the records of the
Trust. If joint owners, either may sign. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
Signature 1 - Please keep signature within the box
----------------

----------------
Signature 2 - Please keep signature within the box
----------------

----------------
Date (mm/dd/yyyy)
----------------
/ /
----------------

0 0 8 4 6 0 5 1 U P X COY +

GABELLI FUNDS

MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6

000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext

C 1234567890 J N T

-- Mark box at left if an address change is noted on this card.
--
--------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD SERIES D PREFERRED
--------------------------------------------------------------------------------

THE GABELLI DIVIDEND & INCOME TRUST

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Mario J. Gabelli, James E. McKee and Bruce N.
Alpert, and each of them, attorneys and proxies of the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The Gabelli Dividend & Income Trust
(the "Trust") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Trust to be held at The Cole Auditorium, The Greenwich
Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 15,
2006 at 12:00 p.m., and at any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement and hereby
instructs said attorneys and proxies to vote said shares as indicated herein. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Meeting.

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

A ELECTION OF TRUSTEES
1. To elect three (3) Trustees of the Trust:

01 - James P. Conn FOR WITHHOLD
02 - Salvatore M. Salibello FOR WITHHOLD
03 - Edward T. Tokar FOR WITHHOLD

COMMENTS --
Mark box at right if comments are noted below. --

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

B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR
YOUR INSTRUCTIONS TO BE EXECUTED.

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

Signature 1 - Please keep signature within the box
----------------

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

Signature 2 - Please keep signature within the box
----------------

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

Date (mm/dd/yyyy)
----------------
/ /
----------------

0 0 8 4 6 0 3 1 U P X C O Y +

GABELLI FUNDS

--------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD SERIES E PREFERRED
--------------------------------------------------------------------------------
THE GABELLI DIVIDEND & INCOME TRUST