Exhibit (d)(i)

 

THE GABELLI DIVIDEND	150 Royall Street, Suite V
& INCOME TRUST	Canton Massachusetts 02021
	For information call the Fund
	1 800 GABELLI (422 3554)

	MR A SAMPLE
	DESIGNATION (IF ANY)
	ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6
		C 1234567890           J N T

Primary Subscription	12345678901234
Rights

 THE GABELLI DIVIDEND & INCOME TRUST SUBSCRIPTION RIGHTS CERTIFICATE FOR COMMON SHARES

OFFER EXPIRES AT 5:00 P.M., EASTERN TIME, ON NOVEMBER 15, 2019

IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST COMPLETE BOTH SIDES OF THE CARD.

As the registered owner of this Subscription Certificate, you or your assignee are entitled to subscribe for a number of common shares of beneficial interest, par value $0.001 (the “Common Shares”), of The Gabelli Dividend & Income Trust (the “Fund”) pursuant to the primary subscription privilege (the “Primary Subscription Right”) and upon the terms and conditions and at the Subscription Price for each Common Share specified in the prospectus supplement relating thereto (the “Prospectus Supplement”). The Rights represented hereby include the Over-Subscription Privilege for Rights holders described in the Prospectus Supplement. Under the Over-Subscription Privilege, additional Common Shares may be purchased by a Rights holder if such Common Shares are available and the holder’s Primary Subscription Rights have been exercised to the fullest extent possible. The Board of Trustees has the right, in its absolute discretion, to eliminate the Over-Subscription Privilege with respect to the Common Shares available for purchase pursuant to the Over-Subscription Privilege (the “Over-Subscription Shares”) if it considers doing so to be in the best interest of the Fund. The Board of Trustees may make that determination at any time, without prior notice to Rights holders or others, up to and including the fifth day following the Expiration Date.

Registered owners of the Fund’s Common Shares will receive Common Shares purchased pursuant to the Primary Subscription Right and the Over-Subscription Privilege via an uncertificated share credit to their existing accounts. Confirmation statements for Common Shares purchased pursuant to the Primary Subscription Right and the Over-Subscription Privilege reflecting uncertificated share credits will be delivered as soon as practicable after the Expiration Date and after all over-subscription allocations have been effected.

THE SUBSCRIPTION RIGHT IS TRANSFERABLE

Payment must be made (a) in United States dollars, whereby only checks drawn on a bank located in the continental United States and made payable to The Gabelli Dividend & Income Trust will be accepted. Please reference your rights card control number on your check.

The registered owner of this Subscription Certificate named above, or assigns, is entitled to the number of Rights shown below to subscribe for Common Shares of The Gabelli Dividend & Income Trust, in the ratio of one Common Share for each ten Rights, pursuant to the Primary Subscription Right and upon the terms and conditions and at the price for each Common Share specified in the Prospectus Supplement. The Rights represented hereby include the Over-Subscription Privilege for Record Date Common Shareholders only, as described in the Prospectus Supplement. Under the Over-Subscription Privilege, additional Common Shares may be purchased by a Record Date Common Shareholder if such shares are available, the owner’s Primary Subscription Rights have been exercised to the fullest extent possible, and the pro rata allocation requirements have been satisfied. Registered owners of the Fund’s Common Shares will receive Common Shares purchased pursuant to the Primary Subscription Right and the Over-Subscription Privilege via an uncertificated share credit to their existing accounts. Any refund in connection with an over-subscription will be delivered as soon as practicable after the Expiration Date and after all over-subscription allocations, if any, have been effected. This Subscription Certificate may be transferred in the same manner and with the same effect as in the case of a negotiable instrument payable to specific persons, by duly completing and signing the assignment on the reverse side hereof. Capitalized terms used but not defined in this Subscription Certificate shall have the meanings assigned to them in the Prospectus Supplement and Prospectus relating to the Rights. This Subscription Certificate shall be governed by and construed in accordance with the laws of the State of Delaware. To subscribe pursuant to the Primary Subscription Right, ten Rights and the Subscription Price are required for each Common Share. To subscribe for additional Common Shares pursuant to the Over-Subscription Privilege, the Subscription Price is required for each Common Share, subject to the terms of the Over-Subscription Privilege as described in the Prospectus Supplement. Payment of $20.00 per Common Share must accompany the Subscription Certificate.

ADDITIONAL INFORMATION

For a more complete description of the terms and conditions of this Rights Offering, please refer to the Fund’s Prospectus Supplement. Additional copies of the Prospectus Supplement are available upon request from The Gabelli Dividend & Income Trust, at (800) GABELLI (422-3554). You are encouraged to contact The Gabelli Dividend & Income Trust if you have any questions concerning this Rights Offering.

Holder ID	COY		Class		Rights Qty Issued	Rights Cert #
123456789		XXXX		Subscription Rights	XXX.XXXXXX		12345678

Signature of Owner and U.S. Person for Tax Certification Signature of Co-Owner (if more than one registered holder listed)    Date (mm/dd/yyyy)

⬛ 1  2  3  4  5  6  7  8         C  L  S             X  R T  2             C  O  Y  C +

034OOA

To subscribe for Common Shares you must present to Computershare Trust Company, N.A. (the “Subscription Agent” or “Computershare”), prior to 5:00 p.m., Eastern time, on the Expiration Date of November 15, 2019 (unless extended): (a) a properly completed and executed Subscription Certificate or a notice of guaranteed delivery (the “Notice of Guaranteed Delivery”) guaranteeing delivery of a properly completed and executed Subscription Certificate and (b) payment as described herein for the number of Common Shares subscribed for under the Primary Subscription Right (and, if you are a Record Date Common Shareholder electing to exercise the Over-Subscription Privilege, pursuant to the terms of the Over-Subscription Privilege). You will have no right to rescind a purchase after the Subscription Agent has received a properly completed and executed Subscription Certificate and payment by means of a check.

To subscribe for your primary Common Shares, please complete line “A” on the card below. If you are not subscribing for your full Primary Subscription Right, check box “E” below, and we will attempt to sell any remaining unexercised Rights. There can be no assurance that unexercised Rights will be sold, or regarding the costs or proceeds that will result from any completed sales. To subscribe for any Over-Subscription Shares, please complete line “B” below.

Please Note: Only Record Date Common Shareholders who have exercised their Primary Subscription Right to the fullest extent possible may apply for Common Shares pursuant to the Over-Subscription Privilege.

Payment for Shares: Full payment for Common Shares purchased pursuant to both the Primary Subscription Right and the Over-Subscription Privilege must accompany this Subscription Certificate or Notice of Guaranteed Delivery. Please reference your rights card control number on your check or Notice of Guaranteed Delivery.

If the aggregate Subscription Price paid by a Record Date Common Shareholder is insufficient to purchase the number of Common Shares that the holder indicates are being subscribed for, or if a Record Date Common Shareholder does not specify the number of Common Shares to be purchased, then the Record Date Common Shareholder will be deemed to have exercised first the Primary Subscription Right (if not already fully exercised), and second the Over-Subscription Privilege to the full extent of the payment rendered. If the aggregate Subscription Price paid by a Record Date Common Shareholder exceeds the amount necessary to purchase the number of Common Shares for which the Record Date Common Shareholder has indicted an intention to subscribe, then the Record Date Common Shareholder will be refunded any such excess amount.

FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THIS RIGHTS OFFERING, PLEASE REFER TO THE FUND’S PROSPECTUS SUPPLEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST FROM THE GABELLI DIVIDEND & INCOME TRUST, BY CALLING TOLL-FREE AT (800) GABELLI (422-3554).

Please complete all applicable information and return to the Subscription Agent:

COMPUTERSHARE TRUST COMPANY, N.A.

By First Class Mail:	By Registered, Certified or Express Mail, or Overnight Courier
Computershare	Computershare
c/o Voluntary Corporate Actions	c/o Voluntary Corporate Actions
P.O. Box 43011	150 Royall Street, Suite V
Providence, RI 02940-3011	Canton, MA 02021

Delivery of this Subscription Rights Certificate to an address other than as set forth above does not constitute a valid delivery.

A. Exercise of Primary Subscription Rights (10 Rights = 1 share)

	x		$20.00 per share	=		$
(no. of shares)		(Subscription Price)					(Cost for Primary Subscription Shares payable in United States Dollars)
B. Exercise Over-Subscription Privilege*
	x		$20.00 per share	=	$
(no. of shares)		(Subscription Price)					(Cost for Over- Subscription Shares payable in United States Dollars)
*  The Over-Subscription Privilege may only be exercised if the Primary Subscription Right is exercised to the fullest extent possible, and may only be exercised by Record Date Common Shareholders as described in the Prospectus Supplement. Over-subscriptions may not be accepted by the Fund and are subject to pro rata reductions.
C. Total Amount Enclosed:				=	$
							(Cost for Total Subscription Shares payable in United States Dollars)
D. The following broker-dealer is being designated as having been instrumental in the exercise of this Subscription Right:
Print full name of broker-dealer
SECTION 1. TO SUBSCRIBE: I acknowledge that I have received the Prospectus Supplement for the Rights Offering and I hereby irrevocably subscribe for the number of Common Shares indicated as the total of A and B hereon upon the terms and conditions specified in the Prospectus Supplement and incorporated by reference herein, receipt of which is acknowledged. I hereby agree that if I fail to pay in full for the Common Shares for which I have subscribed, the Fund may exercise any of the remedies provided for herein or in the Prospectus Supplement.
TO SELL: If I have checked the box on line E, I authorize the sale of Rights by the Subscription Agent according to the procedures described in the Prospectus Supplement.
Print full name of Assignee and Social Security Number
Address for delivery of certificate representing Unexercised Rights
If permanent change of address, check here:    ☐
Daytime telephone number: (                            )
Evening telephone number: (                            )
Email address:

E. Sell any Unexercised Remaining Rights	☐ (Please sign form on front)
In order to sell your Rights this card must be received by November 8, 2019
F. Deliver a certificate representing                                                                            Unexercised Rights to the Assignee at the address in Section 1
G. Transfer                                                                                                                        Rights to the Transferee designated in Section 2
SECTION 2. TO TRANSFER RIGHTS: (Per Line G): For value received,                       of the Rights represented by this Form of Exercise, Sale or Transfer are assigned to:
Print full name of Assignee and Social Security Number
Print Full Address
Signature(s) of Assignor(s)

The signature(s) on this Form of Exercise, Sale or Transfer must correspond with the name(s) of the registered holder(s) exactly as it appears on the face of the Subscription Rights Certificate without any alteration or change whatsoever. In the case of joint registered holders, each person must sign this Form of Exercise, Sale or Transfer in accordance with the foregoing. If you sign this Form of Exercise, Sale or Transfer in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other fiduciary or representative, you must indicate the capacity in which you are signing when you sign and, if requested by the Subscription Agent in its sole and absolute discretion, you must present to the Subscription Agent satisfactory evidence of your authority to sign in that capacity.

If you wish to transfer your Rights, then your signature must be guaranteed by an Eligible Guarantor Institution, as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, which may include: (a) a commercial bank or trust company; (b) a member firm of a domestic stock exchange; or (c) a savings bank or credit union.

Signature (name of bank or firm):

Guaranteed by (signature/title):

DELIVERY OF THIS FORM OF EXERCISE, SALE OR TRANSFER TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.