First Trust Dividend & Income Fund (FAV): Bulldog Investors Adds to Its Position

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Page 2 of 2 – SEC Filing

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSRS filed on August 2, 2016, there were 8,259,517 shares
of common stock outstanding as of May 31, 2016. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of August 29, 2016, Bulldog Investors, LLC is deemed to be the beneficial
owner of 1,940,113 shares of FAV (representing 23.49% of FAV’s outstanding
shares) solely by virtue of Bulldog Investors LLC’s power to direct the vote of,
and dispose of, these shares. These 1,940,113 shares of FAV include 1,688,924
shares (representing 20.45% of FAV’s outstanding shares) that are owned by the
following entities over which Messrs. Goldstein, Dakos and Samuels exercise
control: Bulldog Investors General Partnership, Opportunity Partners LP,
Calapasas West Partners LP, Full Value Special Situations Fund, LP, Full Value
Offshore Fund, Ltd., Full Value Partners, LP, Opportunity Income Plus, LP,
and MCM Opportunity Partners, LP (collectively,”Bulldog Investors Group of
Funds”).
Bulldog Investors Group of Funds may be deemed to constitute a group. All other
shares included in the aforementioned 1,940,113 shares of FAV beneficially owned
by Bulldog Investors, LLC (solely by virtue of its power to sell or direct the
vote of these shares) are also beneficially owned by clients of Bulldog
Investors, LLC who are not members of any group. The total number of these
“non-group” shares is 251,189 shares (representing 3.04% of FAV’s outstanding
shares).

(b)Bulldog Investors,LLC has sole power to dispose of and vote 1,688,924 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 251,189 shares.
Certain of Bulldog Investors, LLC’s clients (none of whom beneficially own more
than 5% of FAV’s shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.

c) Since the last filing on 8/9/16 the following shares of FAV were purchased:

Date: Shares: Price:
08/09/16 1,700 9.0940
08/10/16 1,110 9.0700
08/11/16 4,345 9.0851
08/15/16 300 9.1300
08/18/16 2,393 9.1100
08/19/16 8,353 9.1000
08/22/16 18,688 9.0959
08/23/16 40,000 9.1302
08/29/16 14,240 9.1279

d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.

e) N/A

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
N/A

After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 8/30/2016

By: /S/ Phillip Goldstein
Name: Phillip Goldstein

By: /S/ Andrew Dakos
Name: Andrew Dakos

By: /S/ Steven Samuels
Name: Steven Samuels

Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member

Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.

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