0001510001-14-000007.txt : 20141024 0001510001-14-000007.hdr.sgml : 20141024 20141024165006 ACCESSION NUMBER: 0001510001-14-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141024 DATE AS OF CHANGE: 20141024 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIVIDEND & INCOME FUND CENTRAL INDEX KEY: 0001059213 IRS NUMBER: 510382212 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86564 FILM NUMBER: 141172905 BUSINESS ADDRESS: STREET 1: 11 HANOVER SQUARE CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127850900 MAIL ADDRESS: STREET 1: 11 HANOVER SQUARE CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: DIVIDEND & INCOME FUND, INC. DATE OF NAME CHANGE: 20110210 FORMER COMPANY: FORMER CONFORMED NAME: CHARTWELL DIVIDEND & INCOME FUND INC DATE OF NAME CHANGE: 19980406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bexil Securities LLC CENTRAL INDEX KEY: 0001510001 IRS NUMBER: 272302496 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11 HANOVER SQUARE CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-785-0900 MAIL ADDRESS: STREET 1: 11 HANOVER SQUARE CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 dni13d.htm dni13d.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D/A
 
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13D-2(a)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 3)
 
DIVIDEND AND INCOME FUND
(Name of Issuer)
 
Shares of Beneficial Interest
(Title of Class of Securities)
 
25538A204
(CUSIP Number)
 
John F. Ramirez, Esq.
Bexil Securities LLC
11 Hanover Square
New York, NY 10005
212-785-0900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
June 20, 2014
 (Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The Information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
1
 
 
 
 
 
 
 
 
 
CUSIP No. 25538A204
    
Page 1 of 9 Pages
 
1
Names of Reporting Persons
 
Bexil Securities LLC
  
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
 
(b) o
3
SEC Use Only
  
4
Source of Funds (See Instructions)
AF
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power
470,809 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
470,809 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
470,809 Shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
o
13
Percent of Class Represented by Amount in Row (11)
5.45%
14
Type of Reporting Person (See Instructions)
BD
 
 
 
 
2
 
 
 
 
CUSIP No. 25538A204
    
Page 2 of 9 Pages
 
 
1
Names of Reporting Persons
 
Bexil Corporation
  
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
 
(b) o
3
SEC Use Only
  
4
Source of Funds (See Instructions)
AF
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
6
Citizenship or Place of Organization
Maryland
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power
470,809 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
470,809 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
470,809 Shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
o
13
Percent of Class Represented by Amount in Row (11)
5.45 %
14
Type of Reporting Person (See Instructions)
HC
 
 
 
 
 
 
3
 
 
 
CUSIP No. 25538A204
    
Page 3 of 9 Pages
 
 
1
Names of Reporting Persons
 
Bexil American Mortgage Inc.
  
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
 
(b) o
3
SEC Use Only
  
4
Source of Funds (See Instructions)
AF
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power
0 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
0 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 0 Shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
o
13
Percent of Class Represented by Amount in Row (11)
0%
14
Type of Reporting Person (See Instructions)
CO
 
 
 
 
 
 
 
4
 
 
 
CUSIP No. 25538A204
    
Page 4 of 9 Pages
 
1
Names of Reporting Persons
 
Castle Mortgage Corporation
  
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
 
(b) o
3
SEC Use Only
  
4
Source of Funds (See Instructions)
AF
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power
0 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
0 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
0 Shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
o
13
Percent of Class Represented by Amount in Row (11)
0%
14
Type of Reporting Person (See Instructions)
CO
 
 
 
 
 
 
 
5
 
 
 
CUSIP No. 25538A204
    
Page 5 of 9 Pages
 
 
1
Names of Reporting Persons
 
Midas Securities Group, Inc.
  
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
 
(b) o
3
SEC Use Only
  
4
Source of Funds (See Instructions)
AF
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power
470,809 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
470,809 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
470,809 Shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
o
13
Percent of Class Represented by Amount in Row (11)
5.45 %
14
Type of Reporting Person (See Instructions)
BD
 
 
 
 
 
 
6
 
 
 
 
CUSIP No. 25538A204
    
Page 6 of 9 Pages
 
 
1
Names of Reporting Persons
 
Winmill & Co. Incorporated
  
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
 
(b) o
3
SEC Use Only
  
4
Source of Funds (See Instructions)
AF
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power
470,809 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
470,809 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
470,809 Shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
o
13
Percent of Class Represented by Amount in Row (11)
5.45 %
14
Type of Reporting Person (See Instructions)
HC
 
 
 
 
 
 
7
 
 
 
CUSIP No. 25538A204
    
Page 7 of 9 Pages
 
 
1
Names of Reporting Persons
 
Winmill Family Trust
  
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
 
(a) o
 
(b) o
3
SEC Use Only
  
4
Source of Funds (See Instructions)
AF
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
6
Citizenship or Place of Organization
New Hampshire
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power
470,809 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
470,809 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
470,809 Shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
o
13
Percent of Class Represented by Amount in Row (11)
5.45 %
14
Type of Reporting Person (See Instructions)
HC
 
 
 
 
 
8
 
 
 
CUSIP No. 25538A204
    
Page 8 of 9 Pages
 
1
Names of Reporting Persons
 
Mark C. Winmill
  
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
 
(b) o
3
SEC Use Only
  
4
Source of Funds (See Instructions)
AF
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
6
Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power
470,809 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
470,809 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
470,809 Shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
o
13
Percent of Class Represented by Amount in Row (11)
5.45 %
14
Type of Reporting Person (See Instructions)
IN
 
 
 
 
 
9
 
 
 
 
CUSIP No. 25538A204
    
Page 9 of 9 Pages
 
 
1
Names of Reporting Persons
 
Thomas B. Winmill
  
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
 
(b) o
3
SEC Use Only
  
4
Source of Funds (See Instructions)
AF, PF
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
6
Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
8,575 Shares
8
Shared Voting Power
470,809 Shares
9
Sole Dispositive Power
8,575 Shares
10
Shared Dispositive Power
470,809 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
479,384 Shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
o
13
Percent of Class Represented by Amount in Row (11)
5.54%
14
Type of Reporting Person (See Instructions)
IN
 
 
 
 
 
 
 
 
10
 
 
 
Item 1. Security and Issuer.
 
    This Schedule 13D relates to the shares of Shares of Beneficial Interest ("Shares") of Dividend and Income Fund (the “Issuer”). The principal executive offices of the Issuer are located at 11 Hanover Square, New York, NY 10005.
 
Item 2. Identity and Background.
 

(a)– (c) This Schedule 13D is being filed by the following (collectively, the “Reporting Persons”):
 
Bexil Securities LLC (“BSL”)
Maryland limited liability company
Broker/dealer
11 Hanover Square, New York, NY 10005
 
Bexil Corporation (“BXLC”)
Maryland corporation
Holding company
11 Hanover Square, New York, NY 10005
 
Bexil American Mortgage Inc. ("BAM")
Delaware corporation
Holding company
10251 Vista Sorrento Parkway, Suite 225, San Diego, CA  92121
 
Castle Mortgage Corporation ("Castle")
Delaware corporation
Mortgage company
10251 Vista Sorrento Parkway, Suite 225, San Diego, CA  92121
 
Midas Securities Group, Inc. (“MSG”)
Delaware corporation
Broker/dealer
11 Hanover Square, New York, NY 10005
 
Winmill & Co. Incorporated (“WCI”)
Delaware corporation
Holding company
11 Hanover Square, New York, NY 10005
 
Winmill Family Trust (the "Trust"), 
New Hampshire trust
Holding company
PO Box 4, Walpole, NH 03608
 
Mark C. Winmill
11 Hanover Square, New York, NY 10005
 
Thomas B. Winmill
PO Box 4, Walpole, NH 03608
 
Additional information regarding the Reporting Persons filing this Schedule 13D is attached hereto as Exhibit A.
 

(d)    None.
 
(e)    None.
 
(f)    Mark C. Winmill and Thomas B. Winmill are citizens of the U.S.A.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
    BSL used working capital to acquire Shares. Thomas B. Winmill used personal funds to acquire his directly owned Shares. BXLC, MSG, WCI, the Trust, Thomas B. Winmill, and Mark C. Winmill may be deemed to have indirect beneficial ownership of Shares held by BSL, which each of them disclaim.
 
Item 4. Purpose of Transaction.
 
    The Reporting Persons acquired the Shares for investment purposes.   Since the last Schedule 13D/A filed by the Reporting Persons on February 15, 2013, Castle sold all of its Shares and the purpose of this amendment is to disclose such dispositions.
 
    Notwithstanding any of the foregoing, the Reporting Persons may at any time modify, change, abandon, or replace, some or all of the foregoing purposes and plans and discussions relating thereto or discontinue or re-continue such modifications, changes, abandonments, or replacements at any time.

 
Item 5. Interest in Securities of the Issuer.
 
(a)  
As of September 30, 2014, the Reporting Persons believe there are 8,645,484 shares of Shares of Beneficial Interest outstanding. As of such date, BSL may be deemed to be the beneficial owner of 470,809 Shares which constitute approximately 5.45% of the outstanding Shares. As of such date, BAM and Castle beneficially held no Shares, BXLC, MSG, WCI, the Trust, and Mark C. Winmill may be deemed to be the beneficial owners of 470,809 Shares which constitute approximately 5.45% of the outstanding Shares, and Thomas B. Winmill may be deemed to be the beneficial owner of 479,384 Shares which constitute approximately 5.54% of the outstanding Shares. BSL, BXLC, BAM, Castle, MSG, WCI, the Trust, and Mark C. Winmill disclaim beneficial ownership of the Shares held by Thomas B. Winmill. BXLC, BAM, Castle, MSG, WCI, the Trust, Thomas B. Winmill, and Mark C. Winmill disclaim beneficial ownership of the Shares held by BSL.
 
(b)  
Power to vote and to dispose of the securities resides with the Reporting Persons.
 
(c)  
Since June 1, 2014, the following transactions were effected in the Shares by the Reporting Persons:
 
 
 
11
 
  
Reporting Person
Date
Transaction
Number of Shares
Price per Share
Where and How Transaction Effected
Castle
6/4/2014
Sell
4932
16.2600
New York Stock Exchange
Castle
6/5/2014
Sell
8000
16.3600
New York Stock Exchange
Castle
6/6/2014
Sell
8000
16.4600
New York Stock Exchange
Castle
6/9/2014
Sell
1184
16.5800
New York Stock Exchange
Castle
6/11/2014
Sell
8000
16.4200
New York Stock Exchange
Castle
6/13/2014
Sell
3260
16.0400
New York Stock Exchange
Castle
6/16/2014
Sell
8000
16.0300
New York Stock Exchange
Castle
6/17/2014
Sell
642
16.0600
New York Stock Exchange
Castle
6/18/2014
Sell
8000
16.0600
New York Stock Exchange
Castle
6/19/2014
Sell
8000
16.0800
New York Stock Exchange
Castle
6/20/2014
Sell
5313
16.0800
New York Stock Exchange
Castle
6/23/2014
Sell
8000
16.0800
New York Stock Exchange
Castle
6/24/2014
Sell
500
16.0500
New York Stock Exchange
Castle
6/26/2014
Sell
2118
15.9300
New York Stock Exchange
Castle
6/30/2014
Sell
8000
15.9600
New York Stock Exchange
 BSL 6/30/2014  Dividend Reinvestment  11412  16.0200  Issuer Dividend Reinvestment Plan
Castle
7/2/2014
Sell
27
16.0200
New York Stock Exchange
Castle
7/3/2014
Sell
2434
16.0100
New York Stock Exchange
Castle
7/7/2014
Sell
355
16.0100
New York Stock Exchange
Castle
7/8/2014
Sell
8000
15.9400
New York Stock Exchange
Castle
7/9/2014
Sell
8000
16.0000
New York Stock Exchange
Castle
7/10/2014
Sell
8000
15.9700
New York Stock Exchange
Castle
7/11/2014
Sell
2802
16.0000
New York Stock Exchange
Castle
7/14/2014
Sell
5570
16.1400
New York Stock Exchange
Castle
7/16/2014
Sell
200
16.1200
New York Stock Exchange
Castle
7/17/2014
Sell
1455
16.1000
New York Stock Exchange
Castle
7/18/2014
Sell
8000
16.0400
New York Stock Exchange
Castle
7/22/2014
Sell
8000
16.2057
New York Stock Exchange
Castle
7/23/2014
Sell
4923
16.1800
New York Stock Exchange
 BSL 9/30/2014   Dividend Reinvestment 11294 16.6000  Issuer Dividend Reinvestment Plan
 
 
12
 
 
(d)  
None.
 
(e)  
On July 23, 2014 Castle sold the last of the Shares it beneficially owned, and BAM and Castle ceased to be reporting Persons.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
 
     BXLC is the sole member of BSL and Bexil Advisers LLC ("BAL"), the investment manager of the Issuer. BXLC is a holding company. MSG owns approximately 23% of the outstanding shares of BXLC. MSG, a registered broker/dealer, is a wholly owned subsidiary of WCI. WCI is also a holding company. The Trust owns all of the voting stock of WCI. Thomas B. Winmill and Mark C. Winmill are individual trustees of the Trust with sole authority to vote the voting stock of WCI on behalf of the Trust.
 
     BAM is a majority owned subsidiary of BXLC.  BAM engages in mortgage banking including, but not limited to origination, production, and sales into the secondary market. Castle, a majority owned subsidiary of BAM, is also a mortgage bank
 
       BAL is the investment manager of the Issuer.  Pursuant to an investment management agreement effective September 19, 2012 ("IMA"), BAL receives a fee payable monthly for investment advisory services at an annual rate of 0.95% of the Issuer's managed assets. “Managed assets” means the average weekly value of the Issuer’s total assets minus the sum of the Issuer’s liabilities, which liabilities exclude debt relating to leverage, short term debt, and the aggregate liquidation preference of any out-standing preferred stock.
 
        Additionally, pursuant to the IMA, the Issuer reimburses BAL for providing at cost certain administrative services comprised of compliance and accounting services.
 
Certain officers and directors of the Issuer are officers, directors, trustees, and managers of the Reporting Persons.
 
Mark C. Winmill, a Reporting Person, may be deemed to be a controlling person of WCI and MSG. Each of Thomas B. Winmill, Mark C. Winmill, John Ramirez and Thomas O’Malley are directors, managers, and/or officers of WCI, MSG, BXLC, BSL, BAL, and the Issuer. Thomas B. Winmill is also a directors and/or officer of the Issuer, BAM, and Castle. The Issuer has audit and nominating committees comprised of independent directors Bruce B. Huber, James E. Hunt, and Peter K. Werner. The function of the audit committee is to routinely review financial statements and other audit-related matters as they arise throughout the year. The nominating committee, among other things, nominates candidates to the Board of Directors. The Issuer has an executive committee comprised of Thomas B. Winmill.
 
Item 7. Materials to Be Filed as Exhibits
 
 
Exhibit A:
Certain information concerning the Reporting Persons.
 
 
Exhibit B:
Agreement to file SC 13D jointly.


 
13
 
 
SIGNATURES
 
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.
 
Date: October 24, 2014
 
Bexil Securities LLC
 
By: /s/John F. Ramirez
 
Name: John F. Ramirez
 
Title: Chief Compliance Officer

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.
 
Date: October 24, 2014
 
Bexil Corporation
 
By: /s/John F. Ramirez
 
Name: John F. Ramirez
 
Title: Vice President

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.
 
Date: October 24, 2014
 
Bexil American Mortgage Inc.
 
By: /s/Thomas B. Winmill
 
Name: Thomas B. Winmill
 
Title: Director
 
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.
 
Date: October 24, 2014
 
Castle Mortgage Corporation
 
By: /s/Thomas B. Winmill
 
Name: Thomas B. Winmill
 
Title: Director
 
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.
 
Date: October 24, 2014
 
Midas Securities Group, Inc.
 
By: /s/John F. Ramirez
 
Name: John F. Ramirez
 
Title: Chief Compliance Officer

 
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.
 
Date: October 24, 2014
 
Winmill & Co. Incorporated
 
By: /s/John F. Ramirez
 
Name: John F. Ramirez
 
Title: Vice President

 
 
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.
 
Date: October 24, 2014
 
 
Winmill Family Trust
 
By: /s/Thomas B. Winmill
 
Name: Thomas B. Winmill
 
Title: Trustee
 
 
By: /s/Mark C. Winmill
 
Name: Mark C. Winmill
 
Title: Trustee
 
 
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.
 
Date: October 24, 2014
   
 
By: /s/Mark C. Winmill
 
Name: Mark C. Winmill
 
 
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.
 
Date: October 24, 2014
 
By: /s/Thomas B. Winmill
 
Name: Thomas B. Winmill


 
 
14
 
 
EXHIBIT A
     
    The business address for all Reporting Persons (except BAM, Castle, the Trust, and Thomas B. Winmill) listed in this Exhibit A is 11 Hanover Square, 12th Floor, New York, NY 10005. The address for BAM and Castle is 10251 Vista Sorrento Parkway, Suite 225, San Diego, CA 92121. The Trust's business address is PO Box 1198, Walpole, NH 03608. Thomas B. Winmill's business address is PO Box 4, Walpole, NH, 03608.
 
    The managers of BSL are Thomas B. Winmill and Thomas O’Malley. The directors of BXLC are Douglas Wu, Charles A. Carroll, and Thomas B. Winmill. The directors of MSG are Thomas O’Malley and Thomas B. Winmill. The directors of WCI are Mark C. Winmill and Thomas B. Winmill. The directors of the Issuer are Bruce B. Huber, James E. Hunt, Peter K. Werner, and Thomas B. Winmill. The trustees of the Winmill Family Trust are Mark C. Winmill and Thomas B. Winmill.
 
Bexil Securities LLC, Bexil Corporation, Midas Securities Group, Inc., and Winmill & Co. Incorporated
 
Name
Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted
Charles A. Carroll
Director of BXLC. Retired. From 1990 to 2005, Mr. Carroll served as Managing Director of Kalin Associates, Inc., a member firm of the New York Stock Exchange, prior to which, he served as a member of the NYSE representing Boettcher and Co.
   
Douglas Wu
Director of BXLC.  Since 1998, Mr. Wu has been Principal of Maxwell Partners, prior to which, he was Managing Director of Rothschild Emerging Markets/Croesus Capital Management. Since 2011, Mr. Wu has served as CEO of G2 Natural Resources, LLC.
   
Thomas B. Winmill
He is President, Chief Executive Officer, and a Director of the Issuer, Foxby Corp., and Midas Series Trust (“MST”) (collectively, the "Funds"), BAL and Midas Management Corporation (registered investment advisers, collectively, the “Advisers”), BSL and MSG (registered broker-dealers, collectively, the “Broker Dealers”), BXLC, and WCI. He is also a Director and Vice President of Self Storage Group, Inc. (“SELF”)
   
Mark C. Winmill
President, Chief Executive Officer, and a Director of SELF, and Tuxis Corporation (“TUXS”). Executive Vice President and a Director of WCI. Executive Vice President of the Advisers.  He is a principal of the Broker Dealers.
   
Thomas O’Malley
Chief Accounting Officer, Chief Financial Officer, Vice President, and Treasurer of the Funds, the Advisers, the Broker-Dealers, BXLC, WCI, SELF, and TUXS.
   
John F. Ramirez
General Counsel, Vice President, and Secretary of the Funds, SELF, and TUXS. He is also Senior Associate General Counsel, Vice President, Secretary of the Advisers, the Broker-Dealers, BXLC, and WCI and Chief Compliance Officer of the Broker Dealers.
   
Heidi Keating
Vice President of the Funds, the Advisers, BXLC, WCI, SELF, and TUXS.
   
Eric Paul C. Hwang
Chief Compliance Officer, AML Officer, and Vice President of the Funds, the Advisers, BXLC, SELF, TUXS, and WCI.  Compliance Administrator for the Broker Dealers.
 
 
 
15
 
 
Winmill Family Trust
 
Name
Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted
Thomas B. Winmill
Trustee.  See additional biographical information above.
   
Mark C. Winmill
Trustee.  See additional biographical information above.

 
Bexil American Mortgage Inc.
 
Name
Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted
Thomas B. Winmill
Director.  See additional biographical information above.
   
Alex B. Rozek
Director.  He is Managing Member of Boulderado Group, LLC.
   
George Hawkins
CEO
   
Anna Martinez
President
   
    Sheila R. Ledesma
    Vice President and Secretary.
   
    Dina C. Kizzar
    Treasurer, Chief Financial Officer
 
Castle Mortgage Corporation
 


Name
Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted
George Hawkins
Director/CEO
   
Thomas B. Winmill
Director/Non-Executive Chairman. See additional biographical information above.
   
Anna Martinez
President
   
   Sheila R. Ledesma
    Vice President and Secretary.
   
   Dina C. Kizzar
   Treasurer, Chief Financial Officer

 
To the best of the Reporting Persons’ knowledge and information, during the past five years,  none of the individuals named above have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and none of the individuals named above were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
To the best of the Reporting Persons’ knowledge and information, each individual named above is a citizen of the United States.
 
The following table presents certain information regarding the direct and/or indirect beneficial ownership of the Issuer's shares as of October 15, 2014 by each foregoing officer and/or director of the Issuer.
 
 
Name of Officer or Director
Number of Shares
Thomas B. Winmill
479,384
Mark C. Winmill
470,809
Thomas O’Malley
0
John F. Ramirez
0
Heidi Keating
0
Eric Paul C. Hwang
0

 


 
 
16
 
 
EXHIBIT B
 
AGREEMENT
 
AGREEMENT dated as of February 15, 2013 between Bexil Securities LLC, a Maryland corporation ("BSL"), Bexil Corporation ("BXLC"), a Maryland corporation, Bexil American Mortgage Inc. ("BAM"), a Delaware corporation, Castle Mortgage Corporation ("Castle"), a Delaware corporation, Midas Securities Group, Inc., a Delaware corporation ("MSG"), Winmill & Co. Incorporated, a Delaware Corporation ("WCI"), the Winmill Family Trust, a New Hampshire trust (the "Trust"), Mark C. Winmill, and Thomas B. Winmill.
 
WHEREAS, pursuant to paragraph (k) of Rule 13d-1 promulgated under Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the parties hereto have decided to satisfy their filing obligations under the 1934 Act by a single joint filing:
 
NOW, THEREFORE, the undersigned hereby agree as follows:
 
1.    
The Schedule 13D and all amendments thereto with respect to Dividend and Income Fund to which this is attached as Exhibit B are filed on behalf of BSL, BXLC, BAM, Castle, MSG, WCI, the Trust, Mark C. Winmill, and Thomas B. Winmill.
 
2.    
Each of BSL, BXLC, BAM, Castle, MSG, WCI, the Trust, Mark C. Winmill, and Thomas B. Winmill is responsible for the completeness and accuracy of the information concerning such person contained therein; provided that each person is not responsible for the completeness or accuracy of the information concerning any other person making such filing, unless such person knows or has reason to believe that such information is accurate.
 
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written.
 
SIGNATURE
 
 
 
Bexil Securities LLC
 
By: /s/John F. Ramirez
 
Name: John F. Ramirez
 
Title: Chief Compliance Officer

 
 
Bexil Corporation
 
By: /s/John F. Ramirez
 
Name: John F. Ramirez
 
Title: Vice President
 
 
 
Bexil American Mortgage Inc.
 
By: /s/John F. Ramirez
 
Name: John F. Ramirez
 
Title: Vice President
 
 
 
Castle Mortgage Corporation
 
By: /s/Thomas B. Winmill
 
Name: Thomas B. Winmill
 
Title: Non-Executive Chairman
 
 
 
Midas Securities Group, Inc.
 
By: /s/John F. Ramirez
 
Name: John F. Ramirez
 
Title: Chief Compliance Officer
 
 
 
Winmill & Co. Incorporated
 
By: /s/John F. Ramirez
 
Name: John F. Ramirez
 
Title: Vice President
 
 
 
Winmill Family Trust
 
By: /s/Thomas B. Winmill
 
Name: Thomas B. Winmill
 
Title: Trustee
 
 
By: /s/Mark C. Winmill
 
Name: Mark C. Winmill
 
Title: Trustee
 
 
 
By: /s/Mark C. Winmill
 
Name: Mark C. Winmill
 
 
 
By: /s/Thomas B. Winmill
 
Name: Thomas B. Winmill

 
 
 

 
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