SEC Form N-CSRS filed by Gabelli Dividend & Income Trust

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-21423

 

The Gabelli Dividend & Income Trust

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(Exact name of registrant as specified in charter)

 

One Corporate Center
Rye, New York 10580-1422

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(Address of principal executive offices) (Zip code)

 

John C. Ball
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422

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(Name and address of agent for service)

 

Registrant’s telephone number, including area code:  1-800-422-3554

 

Date of fiscal year end: December 31

 

Date of reporting period: June 30, 2024

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

Item 1. Reports to Stockholders.

 

(a)

Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

 

The Report to Shareholders is attached herewith.

 

 

The Gabelli Dividend & Income Trust

Semiannual Report — June 30, 2024

 

To Our Shareholders,

 

For the six months ended June 30, 2024, the net asset value (NAV) total return of The Gabelli Dividend & Income Trust (the Fund) was 7.1%, compared with a total return of 15.3% for the Standard & Poor’s (S&P) 500 Index. The total return for the Fund’s publicly traded shares was 8.1%. The Fund’s NAV per share was $26.73, while the price of the publicly traded shares closed at $22.71 on the New York Stock Exchange (NYSE). See page 3 for additional performance information.

 

Enclosed are the financial statements, including the schedule of investments, as of June 30, 2024.

 

Investment Objective (Unaudited)

 

The Gabelli Dividend & Income Trust is a diversified, closed-end management investment company. The Fund’s investment objective is to seek a high level of total return with an emphasis on dividends and income. In making stock selections, the Fund’s investment adviser looks for securities that have a superior yield and capital gains potential.

 

Performance Discussion (Unaudited)

 

The U.S. stock market had another very impressive first quarter of 2024, up about 10% on a total return basis; this was after a double-digit gain in the fourth quarter of last year. Short term interest rates have held steady for the last few quarters, but the 10-year and 30-year U.S. Treasuries have both moved up by about 30 basis points over the last quarter. The Fed has repeatedly stated its intention to bring inflation down to 2%, but we are still not there yet. For the last few quarters, the Fed has kept the Fed Funds target rate at 5.5%. Of the eleven sectors that make up the S&P 500 Index, all were up in the first quarter, with only one exception, the Real Estate sector. The best performing sector was communication Services, up almost 16%, followed by Energy, which was up about 14%, and Technology, up by over 12%. One of the best performing stocks in (y)our portfolio during the first quarter was NVIDIA, the computer chip company that has been a star performer on Wall Street for the last year. Two other top contributors to performance during the quarter were American Express and Bank of New York, both global financial companies based in New York City. There were, of course, several stock holdings in (y)our portfolio that declined during the first quarter. One top detractor to performance was Boeing, which has been experiencing several recent production issues with its airplanes. In addition, Sony, the Japanese conglomerate with interests in media and electronics, was another detraction.

  

 

 

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.gabelli.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. To elect to receive all future reports on paper free of charge, please contact your financial intermediary, or, if you invest directly with the Fund, you may call 800-422-3554 or send an email request to [email protected].

 

As we approach another presidential election in a few months, the U.S. economy continues to expand. Some of this expansion is due to productivity growth (thanks to AI), and some is due to a greater number of workers in the labor force (thanks to the return of workers who left the workforce during COVID, as well as to more immigrants). Also helping the economy is a huge amount of fiscal stimulus, which unfortunately means we are running a deficit to GDP ratio of about 7%, unheard of in an economy near full employment. The Federal Reserve kept short-term interest rates steady during the second quarter of 2024. Long-term interest rates did not move materially in the second quarter, but the stock market was up again, approximately 4% on a total return basis. Growth stocks once again easily outperformed value stocks, a phenomenon that has been in place for well over a decade now. In the second quarter, value stocks, as measured by the S&P/Citigroup Value Index, were down about 2%. Of the eleven sectors that make up the S&P 500 Index, five were up in the second quarter, while six of the sectors were down. The best performing sector was Technology, up a stellar 13.8% on a total return basis. The Communications sector was up over 9%, and the Utility sector was up over 4%. The worst performing sector was Materials, down just over 4%. One of the best performing stocks in (y)our portfolio was Alphabet (1.7% of total investments as of June 30, 2024), one of the so-called Magnificent Seven which has been driving performance in the U.S. stock market. NVIDIA (1.6%) was another top performer, as was the credit card company American Express (2.4%). Many consumer staples companies, including snack food company Mondelēz (1.1%) and global spirits company Diageo (0.7%), were hurt in the second quarter as consumers started to pull back on spending due to inflationary pressures, and both were top detractors to Fund performance. Another poor performing stock in the quarter was Zoetis (0.4%), which focuses on animal health care.

 

Thank you for your investment in The Gabelli Dividend & Income Trust.

 

We appreciate your confidence and trust.

 

 

 

 

 

 

 

 

 

 

 

 

 

The views expressed reflect the opinions of the Fund’s portfolio managers and Gabelli Funds, LLC, the Adviser, as of the date of this report and are subject to change without notice based on changes in market, economic, or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

 

Comparative Results

 

Summary of Portfolio Holdings (Unaudited)

 

The following table presents portfolio holdings as a percent of total investments as of June 30, 2024:

 

The Gabelli Dividend & Income Trust 

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the SEC) for the first and third quarters of each fiscal year on Form N-PORT. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554). The Fund’s Form N-PORT is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

 

Proxy Voting

 

The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how each Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

 

The Gabelli Dividend & Income Trust
Schedule of Investments — June 30, 2024 (Unaudited)

See accompanying notes to financial statements.

 

The Gabelli Dividend & Income Trust
Schedule of Investments (Continued) — June 30, 2024 (Unaudited)

See accompanying notes to financial statements.

 

The Gabelli Dividend & Income Trust
Schedule of Investments (Continued) — June 30, 2024 (Unaudited)

See accompanying notes to financial statements

 

The Gabelli Dividend & Income Trust
Schedule of Investments (Continued) — June 30, 2024 (Unaudited)

See accompanying notes to financial statements.

 

The Gabelli Dividend & Income Trust
Schedule of Investments (Continued) — June 30, 2024 (Unaudited)

See accompanying notes to financial statements.

 

The Gabelli Dividend & Income Trust
Schedule of Investments (Continued) — June 30, 2024 (Unaudited)

See accompanying notes to financial statements.

 

The Gabelli Dividend & Income Trust
Schedule of Investments (Continued) — June 30, 2024 (Unaudited) 

 

See accompanying notes to financial statements.

The Gabelli Dividend & Income Trust
Schedule of Investments (Continued) — June 30, 2024 (Unaudited)

 

See accompanying notes to financial statements.

 

The Gabelli Dividend & Income Trust
Schedule of Investments (Continued) — June 30, 2024 (Unaudited)

 

 

See accompanying notes to financial statements.

The Gabelli Dividend & Income Trust

 

 

See accompanying notes to financial statements. 

 

The Gabelli Dividend & Income Trust

 

Statement of Changes in Net Assets Attributable to Common Shareholders

		Six Months Ended June 30, 2024 (Unaudited)						Year Ended December 31, 2023
Operations:
Net investment income			$	11,676,012					$	24,659,776
Net realized gain on investments, and foreign currency transactions				57,738,968						71,471,738
Net change in unrealized appreciation/depreciation on investments and foreign currency translations				97,044,588						166,397,669
Net Increase in Net Assets Resulting from Operations				166,459,568						262,529,183
Distributions to Preferred Shareholders from Accumulated Earnings				(4,471,373	)*					(9,024,676	)
Net Increase in Net Assets Attributable to Common Shareholders Resulting from Operations				161,988,195						253,504,507
Distributions to Common Shareholders:
Accumulated earnings				(57,761,592	)*					(90,879,844	)
Return of capital				(1,619,484	)*					(28,103,475	)
Total Distributions to Common Shareholders				(59,381,076	)					(118,983,319	)
Fund Share Transactions:
Net decrease from repurchase of common shares				(3,955,685	)					(3,360,518	)
Net increase in net assets from repurchase of preferred shares				28,020						690,967
Offering costs and adjustments to offering costs for preferred shares charged to paid-in capital				(750	)					(1,950	)
Net Decrease in Net Assets from Fund Share Transactions				(3,928,415	)					(2,671,501	)
Net Increase in Net Assets Attributable to Common Shareholders				98,678,704						131,849,687
Net Assets Attributable to Common Shareholders:
Beginning of year				2,303,089,407						2,171,239,720
End of period			$	2,401,768,111					$	2,303,089,407

  

 

*

Based on year to date book income. Amounts are subject to change and recharacterization at year end.

 

See accompanying notes to financial statements.

 

The Gabelli Dividend & Income Trust  

 

Statement of Cash Flows

For the Six Months Ended June 30, 2024 (Unaudited)

 

Net increase in net assets attributable to common shareholders resulting from operations		$	161,988,195
Adjustments to Reconcile Net Increase in Net Assets Resulting from Operations to Net Cash from Operating Activities:
Purchase of long term investment securities			(145,622,817	)
Proceeds from sales of long term investment securities			204,105,460
Net sales of short term investment securities			8,510,972
Net realized gain on investments			(57,761,044	)
Net change in unrealized appreciation on investments			(97,093,284	)
Net amortization of discount			(3,525,274	)
Increase in receivable for investments sold			(1,704,194	)
Decrease in dividends and interest receivable			484,531
Decrease in deferred offering expense			45,280
Increase in payable for investments purchased			332,343
Increase in payable for investment advisory fees			15,893
Decrease in payable for payroll expenses			(11,404	)
Increase in payable for accounting fees			3,750
Decrease in other accrued expenses			(97,945	)
Net cash provided by operating activities			69,670,462
Net decrease in net assets resulting from financing activities:
Redemption of Series B Auction Market Cumulative Preferred Shares			(2,050,000	)
Redemption of Series C Auction Market Cumulative Preferred Shares			(1,350,000	)
Redemption of Series E Auction Rate Cumulative Preferred Shares			(3,100,000	)
Redemption of Series K 4.250% Cumulative Preferred Shares			(107,725	)
Offering costs for preferred shares charged to paid-in capital			(750	)
Distributions to common shareholders			(59,396,280	)
Repurchase of common shares			(3,768,259	)
Repurchase of preferred shares			28,020
Net cash used in financing activities			(69,744,994	)
Net decrease in cash			(74,532	)
Cash (including foreign currency):
Beginning of year			308,592
End of period		$	234,060
Supplemental disclosure of cash flow information:
Interest paid on preferred shares		$	2,242,198
Interest paid on bank overdrafts			302
The following table provides a reconciliation of cash and foreign currency reported within the Statement of Assets and Liabilities that sum to the total of the same amount above at June 30, 2024:
Foreign currency, at value		$	156,882
Cash			77,178
		$	234,060

 

 See accompanying notes to financial statements.

 

The Gabelli Dividend & Income Trust
Financial Highlights

Selected data for a common share of beneficial interest outstanding throughout each period:

 

		Six Months Ended June 30, 2024				Year Ended December 31,
		(Unaudited)				2023				2022				2021				2020				2019
Operating Performance:
Net asset value, beginning of year		$	25.58			$	24.07			$	29.73			$	25.02			$	24.12			$	20.51
Net investment income			0.13				0.27				0.20				0.18				0.26				0.35
Net realized and unrealized gain/(loss) on investments, securities sold short, and foreign currency transactions			1.72				2.64				(4.36	)			6.02				1.97				5.25
Total from investment operations			1.85				2.91				(4.16	)			6.20				2.23				5.60
Distributions to Preferred Shareholders: (a)
Net investment income			(0.01	)*			(0.03	)			(0.02	)			(0.02	)			(0.03	)			(0.07	)
Net realized gain			(0.04	)*			(0.07	)			(0.09	)			(0.10	)			(0.14	)			(0.23	)
Total distributions to preferred shareholders			(0.05	)			(0.10	)			(0.11	)			(0.12	)			(0.17	)			(0.30	)
Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders Resulting from Operations			1.80				2.81				(4.27	)			6.08				2.06				5.30
Distributions to Common Shareholders:
Net investment income			(0.12	)*			(0.28	)			(0.20	)			(0.21	)			(0.23	)			(0.29	)
Net realized gain			(0.52	)*			(0.73	)			(1.20	)			(1.17	)			(1.08	)			(0.99	)
Return of capital			(0.02	)*			(0.31	)			(0.01	)			—				(0.01	)			(0.04	)
Total distributions to common shareholders			(0.66	)			(1.32	)			(1.41	)			(1.38	)			(1.32	)			(1.32	)
Fund Share Transactions:
Decrease in net asset value from common share transactions			—				—				—				—				—				(0.34	)
Increase in net asset value from repurchase of common shares			0.01				0.01				0.01				0.00	(b)			0.01				—
Increase in net asset value from repurchase of preferred shares			0.00	(b)			0.01				0.01				0.07				0.15				—
Offering costs and adjustment to offering costs for preferred shares charged to paid-in capital			(0.00	)(b)			(0.00	)(b)			(0.00	)(b)			(0.06	)			—				(0.02	)
Offering costs and adjustment to offering costs for common shares charged to paid-in capital			—				—				—				—				0.00	(b)			(0.01	)
Total Fund share transactions			0.01				0.02				0.02				0.01				0.16				(0.37	)
Net Asset Value Attributable to Common Shareholders, End of Period		$	26.73			$	25.58			$	24.07			$	29.73			$	25.02			$	24.12
NAV total return †			7.10	%			12.14	%			(14.37	)%			24.74	%			10.47	%			22.82	%
Market value, end of period		$	22.71			$	21.64			$	20.61			$	27.00			$	21.46			$	21.95
Investment total return ††			8.07	%			11.91	%			(18.58	)%			32.81	%			5.06	%			28.13	%
Ratios to Average Net Assets and Supplemental Data:
Net assets including liquidation value of preferred shares, end of period (in 000’s)		$	2,739,845			$	2,647,774			$	2,518,290			$	3,138,850			$	2,572,913			$	2,660,903

 

See accompanying notes to financial statements. 

 

The Gabelli Dividend & Income Trust
Financial Highlights (Continued)

Selected data for a common share of beneficial interest outstanding throughout each period:

 

		Six Months Ended June 30, 2024				Year Ended December 31,
		(Unaudited)				2023				2022				2021				2020				2019
Net assets attributable to common shares, end of period (in 000’s)		$	2,401,768			$	2,303,089			$	2,171,240			$	2,687,250			$	2,263,638			$	2,186,702
Ratio of net investment income to average net assets attributable to common shares before preferred share distributions			0.97	%(c)			1.12	%			0.76	%			0.62	%			1.22	%			1.50	%
Ratio of operating expenses to average net assets attributable to common shares before fees waived/fee reduction (d)(e)			1.40	%(c)			1.36	%			1.36	%			1.28	%			1.30	%			1.21	%(f)
Ratio of operating expenses to average net assets attributable to common shares net of fees waived/fee reduction, if any (d)			1.40	%(c)			1.36	%(g)			1.35	%(g)			1.28	%			1.25	%(g)			1.21	%(f)(g)
Portfolio turnover rate			5	%			10	%			10	%			12	%			16	%			16	%
Cumulative Preferred Shares:
5.875% Series A Preferred
Liquidation value, end of period (in 000’s)			—				—				—				—				—			$	76,201
Total shares outstanding (in 000’s)			—				—				—				—				—				3,048
Liquidation preference per share			—				—				—				—				—			$	25.00
Average market value (h)			—				—				—				—				—			$	26.09
Asset coverage per share (i)			—				—				—				—				—			$	140.28
Auction Market Series B Preferred (j)
Liquidation value, end of period (in 000’s)			—			$	2,050			$	2,050			$	2,050			$	66,175			$	90,000
Total shares outstanding (in 000’s)			—				0	(k)			0	(k)			0	(k)			3				4
Liquidation preference per share			—			$	25,000			$	25,000			$	25,000			$	25,000			$	25,000
Liquidation value (l)			—			$	25,000			$	25,000			$	25,000			$	25,000			$	25,000
Asset coverage per share(i)			—			$	192,043			$	181,407			$	173,763			$	207,979			$	140,284
Auction Market Series C Preferred(m)
Liquidation value, end of period (in 000’s)			—			$	1,350			$	1,350			$	1,350			$	81,100			$	108,000
Total shares outstanding (in 000’s)			—				0	(k)			0	(k)			0	(k)			3				4
Liquidation preference per share			—			$	25,000			$	25,000			$	25,000			$	25,000			$	25,000
Liquidation value (l)			—			$	25,000			$	25,000			$	25,000			$	25,000			$	25,000
Asset coverage per share (i)			—			$	192,043			$	181,407			$	173,763			$	207,979			$	140,284
Auction Rate Series E Preferred(n)
Liquidation value, end of period (in 000’s)			—			$	3,100			$	3,100			$	3,100			$	12,000			$	50,000
Total shares outstanding (in 000’s)			—				0	(k)			0	(k)			0	(k)			0	(k)			2
Liquidation preference per share			—			$	25,000			$	25,000			$	25,000			$	25,000			$	25,000
Liquidation value (l)			—			$	25,000			$	25,000			$	25,000			$	25,000				—
Asset coverage per share (i)			—			$	192,043			$	181,407			$	173,763			$	207,979			$	140,284

 

See accompanying notes to financial statements.  

 

The Gabelli Dividend & Income Trust
Financial Highlights (Continued)

Selected data for a common share of beneficial interest outstanding throughout each period:

 

		Six Months Ended June 30, 2024				Year Ended December 31,
		(Unaudited)				2023				2022				2021				2020				2019
5.250% Series G Preferred(o)
Liquidation value, end of period (in 000’s)			—				—				—			$	100,000			$	100,000			$	100,000
Total shares outstanding (in 000’s)			—				—				—				4,000				4,000				4,000
Liquidation preference per share			—				—				—			$	25.00			$	25.00			$	25.00
Average market value (h)			—				—				—			$	25.60			$	25.77			$	25.40
Asset coverage per share (i)			—				—				—			$	173.76			$	207.98			$	140.28
5.375% Series H Preferred
Liquidation value, end of period (in 000’s)		$	49,715			$	49,715			$	49,820			$	50,000			$	50,000			$	50,000
Total shares outstanding (in 000’s)			1,989				1,989				1,993				2,000				2,000				2,000
Liquidation preference per share		$	25.00			$	25.00			$	25.00			$	25.00			$	25.00			$	25.00
Average market value (h)		$	23.62			$	24.05			$	24.96			$	27.46			$	26.49			$	26.08
Asset coverage per share (i)		$	202.61			$	192.04			$	181.41			$	173.76			$	207.98			$	140.28
4.500% Series J Preferred
Liquidation value, end of period (in 000’s)		$	145,100			$	145,100			$	145,100			$	145,100				—				—
Total shares outstanding (in 000’s)			6				6				6				6				—				—
Liquidation preference per share		$	25,000			$	25,000			$	25,000			$	25,000				—				—
Average market value (h)		$	25,000			$	25,000			$	25,000			$	25,000				—				—
Asset coverage per share (i)		$	202,605			$	192,043			$	181,407			$	173,763				—				—
4.250% Series K Preferred
Liquidation value, end of period (in 000’s)		$	143,262			$	143,369			$	145,630			$	150,000				—				—
Total shares outstanding (in 000’s)			5,730				5,735				5,825				6,000				—				—
Liquidation preference per share		$	25.00			$	25.00			$	25.00			$	25.00				—				—
Average market value (h)		$	19.01			$	19.29			$	20.34			$	25.38				—				—
Asset coverage per share (i)		$	202.61			$	192.04			$	181.41			$	173.76				—				—
Asset Coverage (p)			810	%			768	%			726	%			695	%			832	%			561	%

 

†

Based on net asset value per share and reinvestment of distributions at net asset value on the ex-dividend date. Total return for a period of less than one year is not annualized.

††

Based on market value per share, adjusted for reinvestment of distributions at prices determined under the Fund’s dividend reinvestment plan. Total return for a period of less than one year is not annualized.

*

Based on year to date book income. Amounts are subject to change and recharacterization at year end.

(a)

Calculated based on average common shares outstanding on the record dates throughout the periods.

(b)

Amount represents less than $0.005 per share.

(c)

Annualized.

(d)

The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For all periods presented, there was no impact on the expense ratios.

(e)

Ratio of operating expenses to average net assets including liquidation value of preferred shares before fee waived for the six months ended June 30, 2024 and the years ended December 31, 2023, 2022, 2021, 2020, and 2019 would have been 1.24%, 1.17%, 1.17%, 1.13%, 1.07%, and 0.96%, respectively.

(f)

In 2019, due to failed auctions relating to previous fiscal years, the Fund reversed accumulated auction agent fees. The 2019 ratio of operating expenses to average net assets attributable to common shares and the ratio of operating expenses to average net assets including the liquidation value of preferred shares, excluding the reversal of auction agent fees, were 1.35% and 1.07%, respectively.

(g)

Ratio of operating expenses to average net assets including liquidation value of preferred shares net of advisory fee reduction for the six months ended June 30, 2024 and the years ended December 31, 2023, 2022, 2020, and 2019 would have been 1.23%, 1.17%, 1.17%, 1.03%, and 0.96%, respectively.

(h)

Based on weekly prices.

 

See accompanying notes to financial statements.

 

The Gabelli Dividend & Income Trust
Financial Highlights (Continued)

(i)

Asset coverage per share is calculated by combining all series of preferred shares.

(j)

The Fund redeemed and retired all its outstanding Series B Shares on June 26, 2024.

(k)

Actual number of shares outstanding is fewer than 1,000.

(l)

Since February 2008, the weekly auctions have failed. Holders that have submitted orders have not been able to sell any or all of their shares in the auction.

(m)

The Fund redeemed and retired all its outstanding Series C Shares on June 27, 2024.

(n)

The Fund redeemed and retired all its outstanding Series E Shares on June 28, 2024.

(o)

The Fund redeemed and retired all its outstanding Series G Shares on January 31, 2022.

(p)

Asset coverage is calculated by combining all series of preferred shares.

 

See accompanying notes to financial statements.

 

The Gabelli Dividend & Income Trust  

Notes to Financial Statements (Unaudited)

1. Organization. The Gabelli Dividend & Income Trust (the Fund) was organized on November 18, 2003 as a Delaware statutory trust. The Fund is a diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act). The Fund commenced investment operations on November 28, 2003.

 

The Fund’s investment objective is to provide a high level of total return on its assets with an emphasis on dividends and income. The Fund will attempt to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in dividend paying securities (such as common and preferred shares) or other income producing securities (such as fixed income debt securities and securities that are convertible into equity securities).

 

2.  Significant Accounting Policies. As an investment company, the Fund follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (GAAP) that may require the use of management estimates and assumptions in the preparation of its financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

 

Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the Board) so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the Adviser).

 

Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market, but prior to the close of business on the day the securities are being valued. Debt obligations for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the securities are valued using the closing bid price, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Certain securities are valued principally using dealer quotations. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded. OTC futures and options on futures for which market quotations are readily available will be valued by quotations received from a pricing service or, if no quotations are available from a pricing service, by quotations obtained from one or more dealers in the instrument in question by the Adviser.

 

Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S.

 

 

The Gabelli Dividend & Income Trust  

Notes to Financial Statements (Unaudited) (Continued)

dollar value American Depositary Receipt securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

 

The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below: 

 

●

Level 1 — quoted prices in active markets for identical securities;

●

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

●

Level 3 — significant unobservable inputs (including the Board’s determinations as to the fair value of investments).

 

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of June 30, 2024 is as follows:

 

		Valuation Inputs
		Level 1 Quoted Prices				Level 2 Other Significant Observable Inputs				Total Market Value at 06/30/24
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks
Diversified Industrial		$	125,513,749			$	140,040			$	125,653,789
Paper and Forest Products			—				66,440				66,440
Telecommunications			59,897,574				1				59,897,575
Other Industries (a)			2,425,715,846				—				2,425,715,846
Total Common Stocks			2,611,127,169				206,481				2,611,333,650
Closed-End Funds			—				101,000				101,000
Preferred Stocks (a)			1,360,703				—				1,360,703
Mandatory Convertible Securities (a)			5,822,820				—				5,822,820
Warrants (a)			506,098				—				506,098
Convertible Corporate Bonds (a)			—				96,334				96,334
U.S. Government Obligations			—				118,080,275				118,080,275
TOTAL INVESTMENTS IN SECURITIES – ASSETS		$	2,618,816,790			$	118,484,090			$	2,737,300,880

 

(a)

Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

 

The Fund held no Level 3 investments at June 30, 2024 or December 31, 2023. The Fund's policy is to recognize transfers among levels as of the beginning of the reporting period.

 

 

The Gabelli Dividend & Income Trust  

Notes to Financial Statements (Unaudited) (Continued)

Additional Information to Evaluate Qualitative Information.

 

General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds are ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.

 

Fair Valuation. Fair valued securities may be common or preferred equities, warrants, options, rights, or fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. When fair valuing a security, factors to consider include recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.

 

The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These may include backtesting the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.

 

Series J Cumulative Preferred Stock. For financial reporting purposes only, the liquidation value of preferred stock that has a mandatory call date is classified as a liability within the Statement of Assets and Liabilities and the dividends paid on this preferred stock are included as a component of “Interest expense on preferred stock” within the Statement of Operations. Offering costs are amortized over the life of the preferred stock.

 

Securities Sold Short. The Fund may enter into short sale transactions. Short selling involves selling securities that may or may not be owned and, at times, borrowing the same securities for delivery to the purchaser, with an obligation to replace such borrowed securities at a later date. The proceeds received from short sales are recorded as liabilities and the Fund records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of an open short position on the day of determination. The Fund records a realized gain or loss when the short position is closed out. By entering into a short sale, the Fund bears the market risk of an unfavorable change in the price of the security sold short. Dividends on short sales are recorded as an expense by the Fund on the ex-dividend date and interest expense is recorded on the accrual basis. The broker retains collateral for the value of the open positions, which is adjusted periodically as the value of the position fluctuates. At June 30, 2024, there were no short sales outstanding.

 

Investments in other Investment Companies. The Fund may invest, from time to time, in shares of other investment companies (or entities that would be considered investment companies but are excluded from the definition pursuant to certain exceptions under the 1940 Act) (the Acquired Funds) in accordance with the 1940 Act and related rules. Stockholders in the Fund would bear the pro rata portion of the periodic expenses of the

 

 

The Gabelli Dividend & Income Trust  

Notes to Financial Statements (Unaudited) (Continued)

Acquired Funds in addition to the Fund’s expenses. For the six months ended June 30, 2024, the Fund’s pro rata portion of the periodic expenses charged by the Acquired Funds was less than one basis point.

 

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and subsequent sale trade date is included in realized gain/(loss) on investments.

 

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than securities of comparable U.S. issuers.

 

Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

 

Restricted Securities. The Fund is not subject to an independent limitation on the amount it may invest in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual restrictions. The sale of restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and, accordingly, the Board will monitor their liquidity. At June 30, 2024, the Fund held no restricted securities.

 

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on an accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method or amortized to earliest call date, if applicable. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.

 

 

The Gabelli Dividend & Income Trust  

Notes to Financial Statements (Unaudited) (Continued)

Custodian Fee Credits. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “Custodian fee credits.”

 

Distributions to Shareholders. Distributions to common stockholders are recorded on the ex-dividend date. Distributions to stockholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Distributions from net investment income for federal income tax purposes include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund.

 

Under the Fund’s current common share distribution policy, the Fund declares and pays quarterly distributions from net investment income, capital gains, and paid-in capital. The actual source of the distribution is determined after the end of the year. Pursuant to this policy, distributions during the year may be made in excess of required distributions. To the extent such distributions are made from current earnings and profits, they are considered ordinary income or long term capital gains. Distributions sourced from paid-in capital should not be considered as dividend yield or the total return from an investment in the Fund. The Board will continue to monitor the Fund’s distribution level, taking into consideration the Fund’s NAV and the financial market environment. The Fund’s distribution policy is subject to modification by the Board at any time.

 

Distributions to shareholders of the Fund’s 5.375% Series H Preferred Shares, Series J Cumulative Term Preferred Shares, and 4.250% Series K Preferred Shares (Preferred Shares) are recorded on a daily basis and are determined as described in Note 6.

 

The tax character of distributions paid during the year ended December 31, 2023 was as follows:

 

		Common				Preferred
Distributions paid from:
Ordinary income		$	25,392,115			$	2,521,523
Net long term capital gains			65,487,729				6,503,153
Return of capital			28,103,475				–
Total distributions paid		$	118,983,319			$	9,024,676

 

Provision for Income Taxes. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required.

 

 

The Gabelli Dividend & Income Trust  

Notes to Financial Statements (Unaudited) (Continued)

The following summarizes the tax cost of investments and the related net unrealized appreciation at June 30, 2024:

 

			Cost				Gross Unrealized Appreciation				Gross Unrealized Depreciation				Net Unrealized Appreciation
Investments				$1,633,283,487				$1,194,036,042				$(90,018,649)				$1,104,017,393

 

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the six months ended June 30, 2024, the Fund did not incur any income tax, interest, or penalties. As of June 30, 2024, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. The Fund’s federal and state tax returns for the prior three fiscal years remain open, subject to examination. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

 

3.  Investment Advisory Agreement and Other Transactions. The Fund has entered into an investment advisory agreement (the Advisory Agreement) with the Adviser which provides that the Fund will pay the Adviser a fee, computed weekly and paid monthly, equal on an annual basis to 1.00% of the value of the Fund’s average weekly net assets including the liquidation value of preferred shares. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund’s portfolio and oversees the administration of all aspects of the Fund’s business and affairs.

 

The Adviser had agreed to reduce the management fee on the incremental assets attributable to the Series B, Series C, and Series E Preferred Shares if the total return of the NAV of the common shares of the Fund, including distributions and advisory fee subject to reduction, did not exceed the stated dividend rate of each particular series of the Preferred Shares for the year. The Fund’s total return on the NAV of the common shares is monitored on a monthly basis to assess whether the total return on the NAV of the common shares exceeds the stated dividend rate or corresponding swap rate of each particular series of Preferred Shares for the period. During the six months ended June 30, 2024, the Fund’s total return on the NAV of the common shares exceeded the stated dividend rate on the Preferred Shares. Thus, advisory fees were accrued with respect to the liquidation value on the Series B, Series C, and Series E Preferred Shares.

 

4.  Portfolio Securities. Purchases and sales of securities during the six months ended June 30, 2024, other than short term securities and U.S. Government obligations, aggregated $138,910,097 and $196,563,260, respectively. Purchases and sales of U.S. Government obligations for the six months ended June 30, 2024, aggregated $249,849,217 and $258,360,188, respectively.

 

5. Transactions with Affiliates and Other Arrangements. During the six months ended June 30, 2024, the Fund paid $3,082 in brokerage commissions on security trades to G.research, LLC, an affiliate of the Adviser.

 

During the six months ended June 30, 2024, the Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. The amount of such expenses paid through this directed brokerage arrangement during this period was $12,092.

 

The Gabelli Dividend & Income Trust  

Notes to Financial Statements (Unaudited) (Continued)

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. Under the sub-administration agreement with Bank of New York Mellon, the fees paid include the cost of calculating the Fund’s NAV. The Fund reimburses the Adviser for this service. During the six months ended June 30, 2024, the Fund accrued $22,500 in accounting fees in the Statement of Operations.

 

As per the approval of the Board, the Fund compensates officers of the Fund, who are employed by the Fund and are not employed by the Adviser (although the officers may receive incentive based variable compensation from affiliates of the Adviser). During the six months ended June 30, 2024, the Fund accrued $90,184 in payroll expenses in the Statement of Operations.

 

The Fund pays retainer and per meeting fees to Independent Trustees and certain Interested Trustees, plus specified amounts to the Lead Trustee and Audit Committee Chairman. Trustees are also reimbursed for out of pocket expenses incurred in attending meetings. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund.

 

The Fund engaged in a purchase transaction with a fund that has a common investment adviser. This purchase transaction complied with Rule 17a-7 under the Act and amounted to $146,520.

 

6.  Capital. The Fund is authorized to issue an unlimited number of common shares of beneficial interest (par value $0.001). The Board has authorized the repurchase and retirement of its common shares on the open market when the shares are trading at a discount of 7.5% or more (or such other percentage as the Board may determine from time to time) from the NAV of the shares. During the six months ended June 30, 2024 and the year ended December 31, 2023, the Fund repurchased and retired 175,971 and 169,936 common shares in the open market at investments of $3,955,685 and $3,360,518, respectively, and at average discounts of approximately 15.9% and 16.5% from its NAV.

 

Transactions in shares of common stock were as follows:

 

		Six Months Ended June 30, 2024 (Unaudited)								Year Ended December 31, 2023
		Shares				Amount				Shares				Amount
Net decrease from repurchase of common shares			(175,971	)		$	(3,955,685	)			(169,936	)		$	(3,360,518	)

 

The Fund has an effective shelf registration authorizing the offering of additional common or preferred shares or notes. This shelf registration expires in September 2024.

 

The Fund’s Declaration of Trust, as amended, authorizes the issuance of an unlimited number of shares of $0.001 par value Preferred Shares. The Preferred Shares are senior to the common shares and result in the financial leveraging of the common shares. Such leveraging tends to magnify both the risks and opportunities to common shareholders. Dividends on the Preferred Shares are cumulative. The Fund is required by the 1940 Act and by the Statements of Preferences to meet certain asset coverage tests with respect to the Preferred Shares. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the Series H, Series J, and Series K Preferred Shares at redemption prices of $25, $25,000, and $25, respectively, per share plus an amount equal to the accumulated and unpaid dividends whether or not

 

27

 

 

The Gabelli Dividend & Income Trust  

Notes to Financial Statements (Unaudited) (Continued)

 

declared on such shares in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Fund’s ability to pay dividends to common shareholders and could lead to sales of portfolio securities at inopportune times. The income received on the Fund’s assets may vary in a manner unrelated to the fixed and variable rates, which could have either a beneficial or detrimental impact on net investment income and gains available to common shareholders.

 

For Series B, Series C, and Series E Preferred Shares, the dividend rates were typically set by an auction process generally held every seven days, and were typically expected to vary with short term interest rates. Since February 2008, the number of Series B, Series C, and Series E Preferred Shares subject to bid orders by potential holders had been less than the number of shares of Series B, Series C, and Series E Preferred Shares subject to sell orders. Holders that submitted sell orders had not been able to sell any or all of the Series B, Series C, and Series E Preferred Shares for which they submitted sell orders. Therefore the weekly auctions failed, and the dividend rate had been the maximum rate.

 

Since December 31, 2021, the seven day ICE LIBOR rate ceased to be published and was no longer representative. Because the Series B, Series C, and Series E Preferred Shares have no other effective alternative rate setting provision, a last resort fallback of fixing this LIBOR based reference rate at its last published rate applied. The last published seven day ICE LIBOR rate was 0.076%, which resulted in a maximum rate for Series B, Series C, and Series E Preferred Shares of 2.076%, 2.076%, and 3.576%, respectively. The absence of successful auctions that established dividend rates based on prevailing short term interest rates could have led to economic results for the Fund and holders of the Series B, Series C, and Series E Preferred Shares since the rates payable on the Series B, Series C, and Series E Preferred Shares were no longer likely to be representative of prevailing market rates.

 

On April 14, 2021 the Fund completed a tender offer (the Offer) under which holders of the Series B Auction Market Preferred Shares, Series C Auction Rate Preferred Shares, and Series E Auction Rate Preferred Shares (the Auction Rate Preferred Shares) could exchange each Auction Rate Preferred Share for 0.96 of each newly issued Series J Preferred Share. Shareholders tendered 2,565 Series B Auction Market Preferred Shares, 3,190 Series C Auction Market Preferred Shares, and 356 Series E Auction Rate Preferred Shares, in exchange for 5,804 Series J Preferred and cash in lieu of fractional shares. On June 26, June 27, and June 28, 2024, respectively, the Fund redeemed all Series B Preferred Shares, Series C Preferred Shares, and Series E Preferred shares at the redemption prices of $25,000 per share.

 

Holders of Series J Preferred Shares are entitled to receive, when, as and if declared by, or under authority granted by, the Board, out of funds legally available therefor, cumulative cash dividends and distributions, calculated separately for each dividend period, (i) at an annualized dividend rate of 1.70% of the $25,000 per share liquidation preference on the Series J Preferred Shares for the quarterly dividend periods ending on or prior to March 26, 2024 and (ii) at an annualized dividend rate of 4.50% of the $25,000 per share liquidation preference on the Series J Preferred Shares for all remaining quarterly dividend periods until the Series J Preferred Shares’ mandatory redemption date of March 26, 2028. Dividends and distributions on Series J Preferred Shares will be payable quarterly on March 26, June 26, September 26, and December 26 in each year commencing on June 26, 2021. The Series J Preferred Shares may be redeemed by the Fund, subject to certain restrictions, on March 26, 2024 and are subject to mandatory redemption by the Fund on March 26, 2028 and in certain other circumstances.

 

28

 

 

The Gabelli Dividend & Income Trust  

Notes to Financial Statements (Unaudited) (Continued)

 

On January 31, 2022, the Fund redeemed and retired all remaining outstanding shares of Series G Preferred at the liquidation value of $25 per share plus accrued and unpaid dividends.

 

The Fund, at its option, may redeem the 5.375% Series H Cumulative Preferred Shares, in whole or in part at the liquidation preference plus accumulated and unpaid dividends. The Board has authorized the repurchase of Series H and Series K Preferred Shares in the open market at prices less than the $25 liquidation value per share. During the year ended December 31, 2023, the Fund repurchased and retired 4,200 Series H Preferred at an investment of $93,474, and at average discounts of approximately 11.02%. During the six months ended June 30, 2024 and the year ended December 31, 2023, the Fund repurchased and retired 4,309 and 90,420 Series K Preferred at investments of $79,705 and $1,581,059, respectively, and at average discounts of approximately 26.1% and 30.1% from its liquidation preference.

 

 

The following table summarizes Cumulative Preferred Shares information:

 

Series			Issue Date		Authorized				Number of Shares Outstanding at 6/30/2024				Net Proceeds				2024 Dividend Rate Range		Dividend Rate at 6/30/2024				Accrued Dividends at 6/30/2024
H 5.375%			June 7, 2019			2,000,000				1,988,600			$	48,145,405			Fixed Rate			5.375%			$	44,537
J 4.500%			April 14, 2021			6,116				5,804				145,100,000			Fixed Rate			4.500%				27,408
K 4.250%			October 4, 2021			6,000,000				5,730,470				144,875,000			Fixed Rate			4.250%				67,651

 

 

The holders of Preferred Shares generally are entitled to one vote per share held on each matter submitted to a vote of shareholders of the Fund and will vote together with holders of common shares as a single class. The holders of Preferred Shares voting together as a single class also have the right currently to elect two Trustees and under certain circumstances are entitled to elect a majority of the Board of Trustees. In addition, the affirmative vote of a majority of the votes entitled to be cast by holders of all outstanding shares of the Preferred Shares, voting as a single class, will be required to approve any plan of reorganization adversely affecting the Preferred Shares, and the approval of two-thirds of each class, voting separately, of the Fund’s outstanding voting stock must approve the conversion of the Fund from a closed-end to an open-end investment company. The approval of a majority (as defined in the 1940 Act) of the outstanding Preferred Shares and a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities are required to approve certain other actions, including changes in the Fund’s investment objectives or fundamental investment policies.

 

 

7.  Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

 

8.  Subsequent Events. Management has evaluated the impact on the Fund of all subsequent events occurring through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

 

The Gabelli Dividend & Income Trust  

Notes to Financial Statements (Unaudited) (Continued)

Certifications

 

The Fund’s Chief Executive Officer has certified to the New York Stock Exchange (NYSE) that, as of June 12, 2024, he was not aware of any violation by the Fund of applicable NYSE corporate governance listing standards. The Fund reports to the SEC on Form N-CSR which contains certifications by the Fund’s principal executive officer and principal financial officer that relate to the Fund’s disclosure in such reports and that are required by Rule 30a-2(a) under the 1940 Act.

 

Shareholder Meeting – May 13, 2024 – Final Results

 

The Fund's Annual Meeting of Shareholders was held on May 13, 2024. At that meeting, common and preferred shareholders, voting together as a single class, re-elected Robert P. Astorino, Elizabeth C. Bogan, Agnes Mullady, and Salvatore M. Salibello as Trustees of the Fund, with 78,279,440 votes, 77,674,802 votes, 77,812,482 votes, and 77,412,543 votes cast in favor of these Trustees, and 6,020,996 votes, 6,625,634 votes, 6,487,955 votes, and 6,887,894 votes withheld for these Trustees, respectively.

 

In addition, preferred shareholders, voting as a separate class, re-elected James P. Conn as a Trustee of the Fund, with 5,091,629 votes cast in favor of this Trustee and 193,833 votes withheld for this Trustee.

 

Anthony S. Colavita, Frank J. Fahrenkopf, Jr., Mario J. Gabelli, Michael J. Melarkey, Christina Peeney, Anthonie C. van Ekris, Susan Watson Laughlin, and Salvatore J. Zizza continue to serve in their capacities as Trustees of the Fund.

 

We thank you for your participation and appreciate your continued support.

 

 

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THE GABELLI DIVIDEND AND INCOME TRUST 

One Corporate Center

Rye, NY 10580-1422

 

 

Portfolio Management Team Biographies

 

Mario J. Gabelli, CFA, is Chairman, Chief Executive Officer, and Chief Investment Officer - Value Portfolios of GAMCO Investors, Inc. that he founded in 1977, and Chief Investment Officer - Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management, Inc. He is also Executive Chairman of Associated Capital Group, Inc. Mr. Gabelli is a summa cum laude graduate of Fordham University and holds an MBA degree from Columbia Business School and Honorary Doctorates from Fordham University and Roger Williams University.

 

Christopher J. Marangi joined Gabelli in 2003 as a research analyst. Currently he is a Managing Director and Co-Chief Investment Officer for GAMCO Investors, Inc.’s Value team. In addition, he serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Fund Complex. Mr. Marangi graduated magna cum laude and Phi Beta Kappa with a BA in Political Economy from Williams College and holds an MBA degree with honors from Columbia Business School.

 

Kevin V. Dreyer joined Gabelli in 2005 as a research analyst covering companies within the consumer sector. Currently he is a Managing Director and Co-Chief Investment Officer for GAMCO Investors, Inc.’s Value team. In addition, he serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Fund Complex. Mr. Dreyer received a BSE from the University of Pennsylvania and an MBA degree from Columbia Business School.

 

Sarah Donnelly joined Gabelli in 1999 as a junior research analyst working with the consumer staples and media analysts. Currently she is a portfolio manager of Gabelli Funds, LLC, a Senior Vice President, and the Food, Household, and Personal Care products research analyst for Gabelli & Company. Her responsibilities include leading the Health & Wellness platform. Ms. Donnelly received a BS in Business Administration with a concentration in Finance and minor in History from Fordham University.

 

 

Robert D. Leininger, CFA, joined GAMCO Investors, Inc. in 1993 as an equity analyst. Subsequently, he was a partner and portfolio manager at Rorer Asset Management before rejoining GAMCO in 2010 where he currently serves as a portfolio manager of Gabelli Funds, LLC. Mr. Leininger is a magna cum laude graduate of Amherst College with a degree in Economics and holds an MBA degree from the Wharton School at the University of Pennsylvania.

 

Jeffrey J. Jonas, CFA, joined Gabelli in 2003 as a research analyst focusing on companies across the healthcare industry. He also serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Fund Complex. Mr. Jonas was a Presidential Scholar at Boston College, where he received a BS in Finance and Management Information Systems.

 

Brian C. Sponheimer is a portfolio manager and research analyst, responsible for coverage of automotive, trucking, and machinery stocks. In 2010, 2011, and 2016, Mr. Sponheimer was recognized by various financial publications, including the Wall Street Journal and the Financial Times, as a “Best on the Street” analyst. He began his business career in institutional equities at CIBC World Markets in New York and Boston. Mr.Sponheimer graduated cum laude from Harvard University with a BA in Government and received an MBA in Finance and Economics from Columbia Business School.

 

Regina M. Pitaro is a Managing Director and Head of Institutional Marketing at GAMCO Investors, Inc. Ms. Pitaro joined the Firm in 1984 and coordinates the organization’s focus with consultants and plan sponsors. She also serves as a Managing Director and Director of GAMCO Asset Management, Inc., and serves as a portfolio manager for Gabelli Funds, LLC. Ms. Pitaro holds an MBA in Finance from Columbia University, a Master’s degree in Anthropology from Loyola University of Chicago, and a Bachelor’s degree from Fordham University.

 

Howard F. Ward, CFA, joined Gabelli Funds in 1995 and currently serves as GAMCO’s Chief Investment Officer of Growth Equities as well as a Gabelli Funds, LLC portfolio manager for several funds within the Fund Complex. Prior to joining Gabelli, Mr. Ward served as Managing Director and Lead Portfolio Manager for several Scudder mutual funds. He also was an Investment Officer in the Institutional Investment Department with Brown Brothers, Harriman & Co. Mr. Ward received his BA in Economics from Northwestern University.

 

 

Hendi Susanto joined Gabelli in 2007 as the lead technology research analyst. He spent his early career in supply chain management consulting and operations in the technology industry. He currently is a portfolio manager of Gabelli Funds, LLC and a Vice President of Associated Capital Group Inc. Mr. Susanto received a BS degree summa cum laude from the University of Minnesota, an MS from Massachusetts Institute of Technology, and an MBA degree from the Wharton School of Business.

 

Lieutenant Colonel G. Anthony (Tony) Bancroft, USMCR,~ joined the Firm in 2009 as an associate in the alternative investments division and is currently an analyst covering the aerospace and defense and environmental services sectors, with a focus on suppliers to the commercial, military, and regional jet aircraft industry and waste services. He previously served in the United States Marine Corps as an F/A-18 Hornet fighter pilot. Tony graduated with distinction from the United States Naval Academy with a BS in systems engineering and holds an MBA in finance and economics from Columbia Business School.

 

Ashish Sinha joined GAMCO UK in 2012 as a research analyst. Prior to joining the Firm, Mr. Sinha was a research analyst at Morgan Stanley in London for seven years and has covered European Technology, Mid-Caps, and Business Services. He also worked in planning and strategy at Birla Sun Life Insurance in India. Currently Mr. Sinha is a portfolio manager of Gabelli Funds, LLC and an Assistant Vice President of GAMCO Asset Management UK. Mr. Sinha has a BSBA degree from the Institute of Management Studies and an MB from IIFT.

 

Gustavo Pifano joined the Firm in 2008 and is based in London. He serves as an assistant vice president of research and covers the industrial and consumer sectors with a focus on small-cap stocks. Gustavo is a member of the risk management group and responsible for the Firm’s UK compliance oversight and AML reporting functions. Gustavo holds a BBA in Finance from University of Miami and an MBA degree from University of Oxford Said Business School.

 

The Net Asset Value per share appears in the Publicly Traded Funds column, under the heading “General Equity Funds,” in Monday’s The Wall Street Journal. It is also listed in Barron’s Mutual Funds/Closed End Funds section under the heading “General Equity Funds.”

 

The Net Asset Value per share may be obtained each day by calling (914) 921-5070 or visiting www.gabelli.com.

 

The NASDAQ symbol for the Net Asset Value is “XGDVX.”

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may from time to time purchase its common shares in the open market when the Fund’s shares are trading at a discount of 7.5% or more from the net asset value of the shares. The Fund may also from time to time purchase its preferred shares in the open market when the preferred shares are trading at a discount to the liquidation value.

 

 

 

(b)

Not applicable

 

Item 2. Code of Ethics.

 

Not applicable.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

(a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1(a) of this form.

 

(b)

Not applicable.

 

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

 

(a)

Not applicable.

 

(b)

Not applicable.

 

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

 

Not applicable.

 

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

 

Not applicable.

 

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management

 

Not applicable.

 

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

 

Not applicable.

 

 

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

 

(a)(1)

Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members

 

Not applicable

 

(a)(2)

Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest

 

Not applicable

 

(a)(3)

Compensation Structure of Portfolio Manager(s) or Management Team Members

 

Not applicable

 

(a)(4)      Disclosure of Securities Ownership

 

Not applicable

 

(b)

Effective July 1, 2024, Justin Bergner, Justin McAuliffe, and Macrae Sykes became portfolio managers of the Fund.

 

Justin Bergner, CFA, is currently a portfolio manager for the Adviser and a Vice President at Gabelli & Company, having rejoined Gabelli & Company in June 2013 as a research analyst covering Diversified Industrials, Home Improvement, and Transport companies. He began his investment career at Gabelli & Company in 2005 as a metals and mining analyst, and subsequently spent five years at Axiom International Investors as a senior analyst focused on industrial and healthcare stocks. Before entering the investment profession, Justin worked in management consulting at both Bain & Company and Dean & Company. Justin graduated cum laude from Yale University with a B.A. in Economics & Mathematics and received an MBA in Finance and Accounting from Wharton Business School.

 

Justin McAuliffe joined the firm in 2021 as a research analyst covering the gaming and lodging sector as well as food retail. Previously, he served as Program-Related Investment Officer at the Conrad N. Hilton Foundation. Justin is a graduate of the Cornell School of Hotel Administration and has an MBA from the Marshall School of Business at USC.

 

 

Macrae (Mac) Sykes covers the global financial services sector and joined the firm as an analyst in 2008. He has nearly 25 years of industry experience and began his career at Donaldson, Lufkin & Jenrette. Mac was ranked #1 investment services analyst by the Wall Street Journal in 2010, was a runner-up in the annual StarMine analyst awards for stock picking in 2014 and2018, received several honorable mentions for brokers and asset managers from Institutional Investor and was a contributing author to The Warren Buffett Shareholder: Stories from inside the Berkshire Hathaway Annual Meeting by Lawrence Cunningham and Stephanie Cuba. Mac holds a BA in economics from Hamilton College and an MBA in finance from Columbia Business School.

 

Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest

 

Name of Portfolio Manager	Type of accounts		Total # managed	Total assets		No. of Accounts where Advisory Fee is Based on Performance	Total Assets with Advisory Fee Based on Performance
Justin McAuliffe*	Registered Investment Companies		0	$0		0	$0
	Other Pooled Investment Vehicles		0	$0		0	$0
	Other accounts		1	$2.8 million		0	$0
Justin Bergner*	Registered Investment Companies		4	$1.8 billion		1	$287.8 million
	Other Pooled Investment Vehicles		0	$0		0	$0
	Other accounts		16	$3.4 million		0	$0
Macrae Sykes*	Registered Investment Companies		3	$2.4 billion		1	$2.0 billion
	Other Pooled Investment Vehicles		0	$0		0	$0
	Other accounts		9	$17.9 million		0	$0

 

*Figures as of December 31, 2023.

 

 

Potential Conflicts of Interests

 

Actual or apparent conflicts of interest may arise when a Portfolio Manager also has day to day management responsibilities with respect to one or more other accounts. These potential conflicts include:

 

ALLOCATION OF LIMITED TIME AND ATTENTION. Because the portfolio managers manage many accounts, they may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if they were to devote all of their attention to the management of only a few accounts.

 

ALLOCATION OF LIMITED INVESTMENT OPPORTUNITIES. If the portfolio managers identify an investment opportunity that may be suitable for multiple accounts, the Fund may not be able to take full advantage of that opportunity because the opportunity may be allocated among all or many of these accounts or other accounts managed primarily by other portfolio managers of the Adviser, and their affiliates.

 

SELECTION OF BROKER/DEALERS. Because of Mr. Gabelli’s indirect majority ownership interest in G.research, LLC, he may have an incentive to use G.research to execute portfolio transactions for a Fund.

 

PURSUIT OF DIFFERING STRATEGIES. At times, the portfolio managers may determine that an investment opportunity may be appropriate for only some of the accounts for which they exercises investment responsibility, or may decide that certain of these accounts should take differing positions with respect to a particular security. In these cases, the portfolio managers may execute differing or opposite transactions for one or more accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment of one or more of their accounts.

 

VARIATION IN COMPENSATION. A conflict of interest may arise where the financial or other benefits available to the portfolio manager differ among the accounts that they manage. If the structure of the Adviser’s management fee or the portfolio manager’s compensation differs among accounts (such as where certain accounts pay higher management fees or performance-based management fees), the portfolio managers may be motivated to favor certain accounts over others. The portfolio managers also may be motivated to favor accounts in which they have an investment interest, or in which the Adviser, or its affiliates have investment interests. In Mr. Gabelli’s case, the Adviser’s compensation and expenses for the Fund are marginally greater as a percentage of assets than for certain other accounts and are less than for certain other accounts managed by Mr. Gabelli, while his personal compensation structure varies with near-term performance to a greater degree in certain performance fee based accounts than with on-performance based accounts. In addition, he has investment interests in several of the funds managed by the Adviser and its affiliates.

 

The Adviser and the Funds have adopted compliance policies and procedures that are designed to address the various conflicts of interest that may arise for the Adviser and their staff members. However, there is no guarantee that such policies and procedures will be able to detect and prevent every situation in which an actual or potential conflict may arise.

 

 

COMPENSATION STRUCTURE FOR PORTFOLIO MANAGERS OF THE ADVISER OTHER THAN MARIO GABELLI

 

The compensation of the Portfolio Managers for the Fund is structure to enable the Adviser to attract and retain highly qualified professionals in a competitive environment. The Portfolio Managers receive a compensation package that includes a minimum draw or base salary, equity-based incentive compensation via awards of restricted stock, and incentive-based variable compensation based on a percentage of net revenue received by the Adviser for managing a Fund to the extent that the amount exceeds a minimum level of compensation. Net revenues are determined by deducting from gross investment management fees certain of the firm’s expenses (other than the respective Portfolio Manager’s compensation) allocable to the respective Fund (the incentive-based variable compensation for managing other accounts is also based on a percentage of net revenues to the investment adviser for managing the account). This method of compensation is based on the premise that superior long-term performance in managing a portfolio should be rewarded with higher compensation as a result of growth of assets through appreciation and net investment activity. The level of equity-based incentive and incentive-based variable compensation is based on an evaluation by the Adviser’s parent, GAMI, of quantitative and qualitative performance evaluation criteria. This evaluation takes into account, in a broad sense, the performance of the accounts managed by the Portfolio Manager, but the level of compensation is not determined with specific reference to the performance of any account against any specific benchmark. Generally, greater consideration is given to the performance of larger accounts and to longer term performance over smaller accounts and short-term performance.

 

As of June 30, 2024, Justin Bergner, Justin McAuliffe, and Macrae Sykes owned $0, $0, and $0, respectively, of shares of the Fund.

 

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

(a)

Provide the information specified in the table with respect to any purchase made by or on behalf of the registrant or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act (17CFR 240-10b-18(a)(3)), of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).

 

 

REGISTRANT PURCHASES OF EQUITY SECURITIES

 

Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Month #1 01/01/2024 through 01/31/2024	Common –10,700 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common –$21.23 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common –10,700 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common – 90,018,555 - 10,700 = 90,007,855 Preferred Series J – 5,804 Preferred Series K – 5,734,779 Preferred Series H – 1,988,600
Month #2 02/01/2024 through 02/29/2024	Common – 12,200 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common – $21.96 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common – 12,200 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common – 90,007,855 - 12,200 = 89,995,655 Preferred Series J – 5,804 Preferred Series K – 5,734,779 Preferred Series H – 1,988,600
Month #3 03/01/2024 through 03/31/2024	Common – 10,798 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common – $22.30 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common – 10,798 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common – 89,995,655 - 10,798 = 89,984,857 Preferred Series J – 5,804 Preferred Series K – 5,734,779 Preferred Series H – 1,988,600
Month #4 04/01/2024 through 04/30/2024	Common –7,200 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common – $21.53 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common –7,200 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common – 89,984,857 - 7,200 = 89,977,657 Preferred Series J – 5,804 Preferred Series H – 1,988,600 Preferred Series K – 5,734,779
Month #5 05/01/2024 through 05/31/2024	Common – 74,756 Preferred Series J – N/A Preferred Series K – 4,309 Preferred Series H – N/A	Common –$22.59 Preferred Series J – N/A Preferred Series K – $18.49 Preferred Series H – N/A	Common – 74,756 Preferred Series J – N/A Preferred Series K – 4,309 Preferred Series H – N/A	Common – 89,977,657 - 74,756 = 89,902,901 Preferred Series J – 5,804 Preferred Series K – 5,734,779 - 4,309 = 5,730,470 Preferred Series H – 1,988,600
Month #6 06/01/2024 through 06/30/2024	Common –60,317 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common – $22.65 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common –60,317 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common –  89,902,901 - 60,317 = 89,842,584 Preferred Series J – 5,804 Preferred Series K – 5,730,470 Preferred Series H – 1,988,600
Total	Common – 175,971 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common – $22.34 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	Common – 175,971 Preferred Series J – N/A Preferred Series K – N/A Preferred Series H – N/A	N/A

 

 

Footnote columns (c) and (d) of the table, by disclosing the following information in the aggregate for all plans or programs publicly announced:

 

a.

The date each plan or program was announced – The notice of the potential repurchase of common and preferred shares occurs semiannually in the Fund’s shareholder reports in accordance with Section 23(c) of the Investment Company Act of 1940, as amended.

b.

The dollar amount (or share or unit amount) approved – Any or all common shares outstanding may be repurchased when the Fund’s common shares are trading at a discount of 7.5% or more from the net asset value of the shares. Any or all shares outstanding may be repurchased when the respective preferred shares are trading at a discount to the liquidation values.

c.

The expiration date (if any) of each plan or program – The Fund’s repurchase plans are ongoing.

d.

Each plan or program that has expired during the period covered by the table – The Fund’s repurchase plans are ongoing.

e.

Each plan or program the registrant has determined to terminate prior to expiration, or under which the registrant does not intend to make further purchases. – The Fund’s repurchase plans are ongoing.

 

Item 15. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

 

Item 16. Controls and Procedures.

 

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

 

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

(a)           Not applicable.

 

(b)           Not applicable.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a)

If at any time during or after the last completed fiscal year the registrant was required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the registrant’s compensation recovery policy required by the listing standards adopted pursuant to 17 CFR 240.10D-1, or there was an outstanding balance as of the end of the last completed fiscal year of erroneously awarded compensation to be recovered from the application of the policy to a prior restatement, the registrant must provide the following information:

 

(1)

For each restatement:

 

(i)

The date on which the registrant was required to prepare an accounting restatement; N/A

 

(ii)

The aggregate dollar amount of erroneously awarded compensation attributable to such accounting restatement, including an analysis of how the amount was calculated; $0

 

(ii)

If the financial reporting measure defined in 17 CFR 10D-1(d) related to a stock price or total shareholder return metric, the estimates that were used in determining the erroneously awarded compensation attributable to such accounting restatement and an explanation of the methodology used for such estimates; N/A

 

(iv)

The aggregate dollar amount of erroneously awarded compensation that remains outstanding at the end of the last completed fiscal year; $0 and

 

(v)

If the aggregate dollar amount of erroneously awarded compensation has not yet been determined, disclose this fact, explain the reason(s) and disclose the information required in (ii) through (iv) in the next annual report that the registrant files on this Form N-CSR; $0

 

(2)

If recovery would be impracticable pursuant to 17 CFR 10D-1(b)(1)(iv), for each named executive officer and for all other executive officers as a group, disclose the amount of recovery forgone and a brief description of the reason the registrant decided in each case not to pursue recovery; $0 and

 

 

(3)

For each named executive officer from whom, as of the end of the last completed fiscal year, erroneously awarded compensation had been outstanding for 180 days or longer since the date the registrant determined the amount the individual owed, disclose the dollar amount of outstanding erroneously awarded compensation due from each such individual. N/A

 

(b)

If at any time during or after its last completed fiscal year the registrant was required to prepare an accounting restatement, and the registrant concluded that recovery of erroneously awarded compensation was not required pursuant to the registrant’s compensation recovery policy required by the listing standards adopted pursuant to 17 CFR 240.10D-1, briefly explain why application of the recovery policy resulted in this conclusion. N/A

 

Item 19. Exhibits.

 

(a)(1)

Not applicable.

 

(a)(2)

Not applicable.

 

(a)(3)

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

(a)(3)(1)

There were no written solicitations to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.

 

(a)(3)(2)

There was no change in the Registrant’s independent public accountant during the period covered by the report.

 

(b)

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

^* Print the name and title of each signing officer under his or her signature.