The Gabelli Dividend & Income Trust, or the Fund, is a non-diversified, closed-end management investment company.

Under normal market conditions, the Fund invests at least 80% of its assets in dividend paying or other income producing securities. In addition, under normal market conditions, at least 50% of the Fund's assets will consist of dividend paying equity securities. In making stock selections, the Fund's investment adviser looks for securities that have a superior yield, as well as capital gains potential.

The Fund currently anticipates that it will issue preferred shares following the completion of this offering of common shares, in order to seek incremental return for the Fund's common shareholders. The use of preferred shares to leverage the common shares may involve greater risk to common shareholders.