Dividend and Income Fund
April 14, 2020
Omission of Shareholder Proposal Submitted by Matisse Discounted Closed-End Fund Strategy
April 10, 2020
Pamela M. Krill, Esq.
Godfrey & Kahn S.C.
One Main Street, Suite 500
PO Box 2719
Madison, WI 53701
Thomas A. DeCapo, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street
Boston, MA 02116
Re: Dividend and Income Fund
Securities and Exchange Act of 1934
Omission of Shareholder Proposal Submitted by Matisse Discounted
Closed-End Fund Strategy Pursuant to Rule 14a-8
Dear Ms. Krill and Mr. DeCapo:
In a letter dated February 3, 2020, on behalf of Dividend and Income Fund (the “Fund”), Ms. Krill requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “Proposal”) submitted by Matisse Discounted Closed-End Fund Strategy (the “Proponent”) is excluded from the proxy materials for the Fund’s 2020 Annual Meeting (the “Proxy Materials”). We have also received supplemental correspondence from Mr. DeCapo on behalf of the Fund dated February 21, 2020, February 24, 2020 and April 10, 2020. The Proposal provides:
BE IT RESOLVED, that the shareholders of Dividend and Income Fund (the “Fund”), request that the Board of Trustees (the “Board”) consider authorizing a self-tender offer for all outstanding shares of the Fund at or close to net asset value (“NAV”). If more than 50% of the Fund's outstanding shares are submitted for tender, the tender offer should be cancelled and the Fund should be liquidated or converted into an open-end mutual fund.
The Fund argues that the Proposal may be excluded from the Proxy Materials, as permitted by Rule 14a-8(b)(1) under the Securities Exchange Act of 1934, as amended, because the Proponent does not hold securities entitled to be voted on the Proposal. You represent that the Proponent holds securities that are entitled to vote only on certain matters, which do not include the subject of the Proposal. Rule 14a-8(b) requires that in order to be eligible to have a proposal included in a company’s proxy materials, a shareholder must hold “securities entitled to be voted on the proposal.”
Based on the information you provided, there appears to be a basis for your view that the Proposal may be excluded in reliance on Rule 14a-8(b)(1). Accordingly, we will not recommend action to the Commission if the Fund excludes the Proposal from its Proxy Materials in reliance on Rule 14a-8(b)(1). In reaching this position, we have not found it necessary to address the alternative bases for omission of the Proposal upon which the Fund relies.
Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please feel free to contact me at (202) 551-4716.
/s/ Christopher R. Bellacicco
Christopher R. Bellacicco
cc: Eric Boughton
Matisse Discounted Closed-End Fund Strategy
Thomas B. Winmill
Dividend and Income Fund