Gabelli Dividend & Income Trust · NYSE:GDV
Gabelli Dividend & Income Trust — Proxy Contest (April 2026)
20 slides from Gabelli Dividend & Income Trust's proxy contest presentation, Apr 17, 2026
Slide 1: Protect What You Built. Investor Presentation
GDV NYSE: Gabelli Dividend & Income Trust Protect What You Built. Investor Presentation Saba is an activist hedge fund that does not represent your long - term interests as a GDV shareholder. 2026 Annual Meeting of Shareholders | Vote the WHITE Proxy Card
Slide 2: GDV Shareholders Are Better Served By The Board
SITUATION OVERVIEW GDV Shareholders Are Better Served By The Board ~23% Investor Return For the one - year period ended December 31, 2025 Gabelli Dividend & Income Trust has delivered long - term value through disciplined, active management since 2003 10.5% Discount Narrowing GDV’s discount narrowed
Slide 3: Saba Capital Is Targeting GDV
SITUATION OVERVIEW Saba Capital Is Targeting GDV 5.9% of GDV common shares held by Saba Saba has been actively selling its GDV shares — yet seeks Board representation to steer fund strategy toward its own hedge fund agenda ~$6B AUM at Saba Capital Saba is a New York activist hedge fund . Its interes
Slide 4: GDV: Consistent Performance Since Inception
A PROVEN TRACK RECORD GDV: Consistent Performance Since Inception Gabelli Dividend & Income Trust has delivered long - term value through disciplined, active management since 2003. $0.15 Current Monthly Distribution Per Share $1.80/yr annualized · raised 27 % in Jan 2025 , 7% in Jan 2026 ~$27.65 Cum
Slide 5: GDV: A Distribution Story of Consistent Growth
DISTRIBUTIONS GDV: A Distribution Story of Consistent Growth Three consecutive raises since 2021 — up 114% in four years. Monthly payments, every month, without interruption since inception in 2003. $1.32 $1.38 $1.41 $1.32 $1.32 $1.68 $1.80 $0.00 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 $1.80
Slide 6: 2025: Strong Returns Across Every Measure
GABELLI GDV 2025: Strong Returns Across Every Measure Calendar year 2025 total returns — reflecting disciplined active management and a portfolio built for income and long - term growt h. +22.71% Market (Investment) Total Return Calendar Year 2025 Source: GDV 2025 Annual Report +17.89% NAV Total Ret
Slide 7: The Cynicism of Saba: Dumping GDV Shares While Demanding a Board Seat
The Cynicism of Saba: Dumping GDV Shares While Demanding a Board Seat SEC filings show Saba has been steadily reducing its GDV position — even as it wages a proxy fight claiming to act in shareholders' interests. Saba's GDV Share Count: Peaked, Now Declining 4,554,569 5,474,107 6,324,742 6,768,149 6
Slide 8: Saba Preaches Accountability — But Fails Its Own Test
Saba Preaches Accountability — But Fails Its Own Test Saba's own closed - end funds (BRW and SABA) trade at persistent double - digit discounts even as Saba targets other CEFs and demands that they narrow their discounts. BRW Saba Income & Opportunities Fund ~13.2% discount discount to NAV at year e
Slide 9: Do As I Say, Not As I Do
DO AS I SAY, NOT AS I DO Saba's Actions At Its Own Funds Vs. What It Demands of Others Issue Saba Demands of Others Saba Does At Its Own Funds NAV Discounts Must be eliminated immediately BRW: - 13.2%, SABA: - 14.4% (year end 2025) Board Accountability Boards must be replaced for alleged failures Ca
Slide 10: This Is Not New — Saba Has Done This Before
This Is Not New — Saba Has Done This Before Saba's UK campaign against Baillie Gifford and others reveals a repeating pattern — and it has never benefited long - term investo rs. Dec 2024 Saba targets 7 UK investment trusts, including 3 Baillie Gifford funds. Demands board replacement. Feb 2025 Bail
Slide 11: What Happens If Saba Gets a Board Seat?
What Happens If Saba Gets a Board Seat? Strategy Disruption Saba's nominee would push for strategies that benefit Saba's hedge fund positions — not long - term GDV investors . Fund Destabilization A single Saba - aligned board seat creates pressure to liquidate, merge, or convert the fund — against
Slide 12: 2025 Performance: GDV vs SABA
GDV +22. 71 % Calendar Year Total Return 2025 Source: GDV 2025 Annual Report vs SABA −0.36% Calendar Year Total Return 2025 Source: Morningstar, as of December 31, 2025 This is not the record of a fund that should be managing your income. 2025 PERFORMANCE
Slide 13: Reasons Not to Endorse Saba's Nominee
5 Reasons Not to Endorse Saba's Nominee 1 Saba has named only one nominee on its proxy card for tactical reasons, disenfranchising shareholders for the remaining three board seats. 2 Saba’s nominee has never served as a trustee of a registered closed - end fund or as a director of any other publicly
Slide 14: Independent Experts: Saba Does Not Help Its Shareholders
Independent Experts: Saba Does Not Help Its Shareholders + Reveals Itself In Self Serving Attempted Merger Third - party analysts and major financial press have reached the same conclusion — independently of Gabelli. INVESTEC BANK | Investment Companies Research | 25 March 2026 "Sharpening the focus
Slide 15: Saba Strikes Again: EWI Exit Blocked
Saba Strikes Again: EWI Exit Blocked — The Same Playbook, A New Trust At Edinburgh Worldwide Investment Trust (EWI, UK), Saba’s 31% stake just blocked a majority - supported exit offer — depriving sha reholders of a clean departure. The pattern is documented and escalating. ● Minority Veto, Majority
Slide 16: Even Regulators See the Problem with Saba
Even Regulators See the Problem with Saba The UK's Association of Investment Companies (AIC) has called on the FCA to close the loopholes Saba exploits both in the US and UK — publishing reform proposals on April 2, 2026. “The current Listing Rules need amending to ensure shareholder activism remain
Slide 17: Independent Trustees: Bogan, Colavita, Astorino
Elizabeth C. Bogan, Ph.D. – joined 2021 Senior Lecturer in Economics, Princeton University (1992 – 2020) Chair, Economics & Finance Dept., Fairleigh Dickinson University Ph.D. in Economics, Columbia University; B.A., Wellesley College Independent trustee serving on Fund Complex committees Anthony S.
Slide 18: Nominating Committee Composition and Standards
Committee Composition ■ Composed of three Independent Trustees ■ Chairman: Anthony S. Colavita, Esq. ■ Members: Michael J. Melarkey and Salvatore J. Zizza ■ All members qualify as Independent under NYSE guidelines ■ Met once during fiscal year ended December 31, 2025 Trustee Qualification Standards
Slide 19: Each trustee is fully independent
Each trustee is fully independent — decades of relevant experience, one obligation: protecting YOUR interests as a GDV shareholder. Frank J. Fahrenkopf, Jr. Former President & CEO, American Gaming Association Former Co - Chairman, Republican National Committee 50+ year career in law, politics, and p
Slide 20: What You Need To Do: Vote the WHITE Proxy Card Today
WHAT YOU NEED TO DO Vote the WHITE Proxy Card Today. WHITE PROXY CARD FOR Your GDV Board Nominees ✓ Vote FOR the Board's nominees (Fahrenkopf, Kilrain, Zizza, Colavita) ✓ Use ONLY the WHITE proxy card ✓ Discard any GOLD proxy card sent by Saba — voting gold disenfranchises you ✓ Contact your broker
Gabelli Dividend & Income Trust — Proxy Contest (April 2026) on 6ix