gab23.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
RULE
23C-2 NOTICE OF INTENTION
TO
REDEEM SECURITIES
OF
THE
GABELLI DIVIDEND & INCOME TRUST
One
Corporate Center
Rye,
New York 10580-1422
(914)
921-5070
under
the
Investment
Company Act of 1940
Investment
Company Act File No. 811-21423
____________
The
undersigned registered closed-end investment company hereby notifies the
Securities and Exchange Commission (the “Commission”) that it intends to redeem
securities of which it is the issuer, as set forth below in accordance with the
requirements of Rule 23c-2 under the Investment Company Act of 1940, and states
that it is filing this notice with the Commission pursuant to permission granted
by the Commission’s staff fewer than 30 days prior to the date set for the
redemption.
(1) Title
of the class of securities of The Gabelli Dividend & Income Trust (the
"Fund") to be redeemed:
Series
B Auction Market Preferred Shares, par value $0.001 per share, liquidation
preference of $25,000 per share (the "Series B Preferred Shares").
(2) The
date on which the securities are to be called or redeemed:
November
12, 2008.
(3) The
applicable provisions of the governing instrument pursuant to which the
securities are to be called or redeemed:
The
Series B Preferred Shares are to be redeemed pursuant to Part I, Section 3(a)(i)
of the Fund's Statement of Preferences of Series B Auction Market Preferred
Shares creating and fixing the rights of the Series B Preferred Shares, the form
of which was filed with the Securities and Exchange Commission on October 5,
2004 as Exhibit 2(a)(iii) to the Fund's Registration Statement on Form
N-2.
(4) The
principal amount or number of shares and the basis upon which the securities to
be redeemed are to be selected:
The
Fund intends to redeem 10% (400 shares) of its outstanding Series B Preferred
Shares at the redemption price of $25,000 per share, which equals the
liquidation preference of $25,000 per share. The Depository Trust
Company will determine the allocations of this partial redemption of the
outstanding Series B Preferred Shares by lottery among each participant
account.
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SIGNATURE
Pursuant to the requirement of Rule
23c-2 of the Investment Company Act of 1940, the Fund has duly caused this
Notice of Intention to Redeem Securities to be signed on its behalf by the
undersigned on this 20th day of October 2008.
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THE
GABELLI DIVIDEND & INCOME TRUST
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By:
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/s/
Bruce N. Alpert |
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Name:
Bruce N. Alpert
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Title:
President and Principal Executive
Officer
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