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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934 — Rule 14a-8
Dividend and Income Fund

March 27, 2018

Pamela M. Krill, Esquire
Godfrey & Kahn, S.C.
One East Main Street, Suite 500
Madison, Wisconsin 53701-2719

Dividend and Income Fund
Omission of Shareholder Proposal Submitted by Matisse Capital

Dear Ms. Krill:

In a letter dated February 20, 2018, on behalf of Dividend and Income Fund. (the “Fund”), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission if a stockholder proposal (the “Proposal”) submitted by Matisse Capital on behalf of Matisse Discounted Closed-End Fund Strategy, is omitted from the joint proxy materials for the Fund’s 2018 annual meeting of stockholders.

The Proposal provides:

RESOLVED, that the Trustees of Dividend and Income Fund shall immediately put into action a plan to return NAV to all shareholders of the Fund as soon as possible, either through liquidating the Fund, or by converting the Fund to an open-end fund.

You request our assurance that we would not recommend enforcement action if the Fund omits the Proposal from the 2018 proxy materials for the next scheduled stockholder meeting of the Fund pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.

There appears to be some basis for your view that the Fund may exclude the Proposal under Rule 14a-8(e)(2) because the Fund received it after the deadline for submitting proposals. Accordingly, we would not recommend enforcement action to the Commission if the Fund omits the Proposal from the 2018 proxy materials in reliance on Rule 14a-8(e)(2).

Attached is a description of the Division’s informal procedures regarding shareholder proposals. If you have any questions or comments concerning this matter, please call me at (202) 551-6985.



Valerie J. Lithotomos
Senior Counsel

cc: Matisse Capital
Attention: Eric Boughton, CFA
4949 Meadows Rd., Ste. 200
Lake Oswego, OR 97035


Division of Investment Management
Informal Procedures Regarding Shareholder Proposals

The Division of Investment Management believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division’s staff considers the information furnished to it by an investment company in support of its intention to exclude the proposals from the investment company’s proxy material, as well as any information furnished by the proponent or the proponent’s representative.

The staff will always consider information concerning alleged violations of the statutes administered by the Commission, including arguments as to whether or not activities proposed to be taken would be violative of the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff’s informal procedures and proxy review into a formal or adversary procedure.

The determination reached by the staff in connection with a shareholder proposal submitted to the Division under Rule 14a-8 does not and cannot purport to “adjudicate” the merits of an investment company’s position with respect to the proposal. Only a court, such as a U.S. District Court, can decide whether an investment company is obligated to include shareholder proposals in its proxy material. Accordingly a discretionary determination not to recommend or take Commission enforcement action does not preclude a proponent, or any shareholder of an investment company, from pursuing any rights he or she may have against the investment company in court should management omit the proposal from the investment company’s proxy material.

Incoming Letters

The Incoming Letters from the fund and proponent are in Acrobat format.

Modified: 03/12/2018