Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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. 9)*
BEXIL INVESTMENT TRUST
(Name of Issuer)
Shares of Beneficial Interest
(Title of Class of Securities)
25538A204
(CUSIP Number)
Russell L. Kamerman, Esq.
Bexil Securities LLC
2255 Buffalo Road
Rochester, NY 14624
212-785-0900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 24, 2024
(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 that 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 □.
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).
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CUSIP No. 25538A204
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|
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Page 1 of 8 Pages
|
|
1
|
Names of Reporting Persons
Bexil Securities LLC
|
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||
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2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
(a) □
(b) □
|
||
|
3
|
SEC Use Only
|
|
||
|
4
|
Source of Funds (See Instructions)
|
WC
|
||
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
|
□
|
||
|
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
|
841,262.13 Shares
|
||
|
9
|
Sole Dispositive Power
|
0
|
||
|
10
|
Shared Dispositive Power
|
841,262.13 Shares
|
||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
841,262.13 Shares
|
||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
|
□
|
||
|
13
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Percent of Class Represented by Amount in Row (11)
|
6.5%
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||
|
14
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Type of Reporting Person (See Instructions)
|
OO
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CUSIP No. 25538A204
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Page 2 of 8 Pages
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1
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Names of Reporting Persons
Bexil Advisers LLC
|
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||
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2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
(a) □
(b) □
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||
|
3
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SEC Use Only
|
|
||
|
4
|
Source of Funds (See Instructions)
|
WC
|
||
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5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
|
□
|
||
|
6
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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
|
655,098.65 Shares
|
||
|
9
|
Sole Dispositive Power
|
0
|
||
|
10
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Shared Dispositive Power
|
655,098.65 Shares
|
||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
655,098.65 Shares
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||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
|
□
|
||
|
13
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Percent of Class Represented by Amount in Row (11)
|
5.1%
|
||
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14
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Type of Reporting Person (See Instructions)
|
IA
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CUSIP No. 25538A204
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|
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Page 3 of 8 Pages
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1
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Names of Reporting Persons
Bexil Corporation
|
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2
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Check the Appropriate Box if a Member of a Group
(See Instructions)
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(a) □
(b) □
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||
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3
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SEC Use Only
|
|
||
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4
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Source of Funds (See Instructions)
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AF
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||
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
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□
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||
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6
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Citizenship or Place of Organization
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Maryland
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||
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Number of Shares Beneficially Owned by Each Reporting Person With
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7
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Sole Voting Power
|
0
|
|
|
8
|
Shared Voting Power
|
1,520,641.46 Shares
|
||
|
9
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Sole Dispositive Power
|
0
|
||
|
10
|
Shared Dispositive Power
|
1,520,641.46 Shares
|
||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,520,641.46 Shares
|
||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
|
□
|
||
|
13
|
Percent of Class Represented by Amount in Row (11)
|
11.8%
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||
|
14
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Type of Reporting Person (See Instructions)
|
HC
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||
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CUSIP No. 25538A204
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Page 4 of 8 Pages
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1
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Names of Reporting Persons
Midas Securities Group, Inc.
|
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||
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2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
(a) □
(b) □
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||
|
3
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SEC Use Only
|
|
||
|
4
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Source of Funds (See Instructions)
|
AF
|
||
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
|
□
|
||
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6
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Citizenship or Place of Organization
|
Delaware
|
||
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Number of Shares Beneficially Owned by Each Reporting Person With
|
7
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Sole Voting Power
|
0
|
|
|
8
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Shared Voting Power
|
1,582,893.46 Shares
|
||
|
9
|
Sole Dispositive Power
|
0
|
||
|
10
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Shared Dispositive Power
|
1,582,893.46 Shares
|
||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,582,893.46 Shares
|
||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
|
□
|
||
|
13
|
Percent of Class Represented by Amount in Row (11)
|
12.3%
|
||
|
14
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Type of Reporting Person (See Instructions)
|
BD
|
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CUSIP No. 25538A204
|
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Page 5 of 8 Pages
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|
1
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Names of Reporting Persons
Winmill & Co. Incorporated
|
|
||
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2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
(a) □
(b) □
|
||
|
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)
|
□
|
||
|
6
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Citizenship or Place of Organization
|
Delaware
|
||
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Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
|
0
|
|
|
8
|
Shared Voting Power
|
1,643,823.46 Shares
|
||
|
9
|
Sole Dispositive Power
|
0
|
||
|
10
|
Shared Dispositive Power
|
1,643,823.46 Shares
|
||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,643,823.46 Shares
|
||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
|
□
|
||
|
13
|
Percent of Class Represented by Amount in Row (11)
|
12.8%
|
||
|
14
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Type of Reporting Person (See Instructions)
|
HC
|
||
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CUSIP No. 25538A204
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Page 6 of 8 Pages
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1
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Names of Reporting Persons
Winmill Family Trust
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2
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Check the Appropriate Box if a Member of a Group
(See Instructions)
|
(a) □
(b) □
|
||
|
3
|
SEC Use Only
|
|
||
|
4
|
Source of Funds (See Instructions)
|
AF
|
||
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5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
|
□
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||
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6
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Citizenship or Place of Organization
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New Hampshire
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||
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Number of Shares Beneficially Owned by Each Reporting Person With
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7
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Sole Voting Power
|
0
|
|
|
8
|
Shared Voting Power
|
1,643,823.46 Shares
|
||
|
9
|
Sole Dispositive Power
|
0
|
||
|
10
|
Shared Dispositive Power
|
1,643,823.46 Shares
|
||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,643,823.46 Shares
|
||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
|
□
|
||
|
13
|
Percent of Class Represented by Amount in Row (11)
|
12.8%
|
||
|
14
|
Type of Reporting Person (See Instructions)
|
HC
|
||
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CUSIP No. 25538A204
|
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Page 7 of 8 Pages
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1
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Names of Reporting Persons
Mark C. Winmill
|
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||
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2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
(a) □
(b) □
|
||
|
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)
|
□
|
||
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6
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Citizenship or Place of Organization
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USA
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||
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Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
|
0
|
|
|
8
|
Shared Voting Power
|
1,643,823.46 Shares
|
||
|
9
|
Sole Dispositive Power
|
0
|
||
|
10
|
Shared Dispositive Power
|
1,643,823.46 Shares
|
||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,643,823.46 Shares
|
||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
|
□
|
||
|
13
|
Percent of Class Represented by Amount in Row (11)
|
12.8%
|
||
|
14
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Type of Reporting Person (See Instructions)
|
IN
|
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CUSIP No. 25538A204
|
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Page 8 of 8 Pages
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1
|
Names of Reporting Persons
Thomas B. Winmill
|
|
||
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2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
(a) □
(b) □
|
||
|
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)
|
□
|
||
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6
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Citizenship or Place of Organization
|
USA
|
||
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Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
|
51,078 Shares
|
|
|
8
|
Shared Voting Power
|
1,643,823.46 Shares
|
||
|
9
|
Sole Dispositive Power
|
51,078 Shares
|
||
|
10
|
Shared Dispositive Power
|
1,643,823.46 Shares
|
||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,694,901.46 Shares
|
||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
|
□
|
||
|
13
|
Percent of Class Represented by Amount in Row (11)
|
13.2%
|
||
|
14
|
Type of Reporting Person (See Instructions)
|
IN
|
||
Item 1. Security and Issuer.
This Schedule 13D relates to the shares of Shares of Beneficial Interest (“Shares”) of Bexil Investment Trust (the “Issuer”). The principal executive offices of the Issuer are located at 2255 Buffalo Road, Rochester, NY 14624.
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
Business services
2255 Buffalo Road, Rochester, NY 14624
Bexil Advisers LLC (“BAL”)
Maryland limited liability company
Investment adviser
2255 Buffalo Road, Rochester, NY 14624
Bexil Corporation (“BXLC”)
Maryland corporation
Holding company
2255 Buffalo Road, Rochester, NY 14624
Midas Securities Group, Inc. (“MSG”)
Delaware corporation
Broker/dealer
2255 Buffalo Road, Rochester, NY 14624
Winmill & Co. Incorporated (“WCI”)
Delaware corporation
Holding company
2255 Buffalo Road, Rochester, NY 14624
Winmill Family Trust (the “Trust”),
New Hampshire trust
Holding company
PO Box 1198, Walpole, NH 03608
Mark C. Winmill
3814 Route 44, Millbrook, NY 12545
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 and BXLC 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 and BAL, which each of them disclaim.
Item 4. Purpose of Transaction.
This amendment relates to the acquisition of Shares by the Reporting Persons for investment purposes.
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)
|
Incorporated by reference to Items (7) - (11) and (13) of the cover page relating to each Reporting Person. BSL, BAL, BXLC, MSG, WCI, the Trust, and Mark C. Winmill disclaim beneficial ownership of the Shares held by Thomas B. Winmill.
BXLC, MSG, WCI, the Trust, Mark C. Winmill, and Thomas B. Winmill disclaim beneficial ownership of the Shares held by BSL and BAL. BSL disclaims beneficial ownership of the Shares held by BAL. BAL disclaims beneficial ownership of the Shares
held by BSL.
|
|
(b)
|
Power to vote and to dispose of the Shares resides with the Reporting Persons as and to the extent described in the separate reporting page for each Reporting Person.
|
|
(c)
|
During the last sixty days, the following transactions were effected in the Shares by the Reporting Persons:
|
|
|
|||||||||
| Reporting Person |
Date
|
Transaction
|
Number of Shares
|
Price per Share
|
Where and How Transaction Effected
|
||||
|
MSG
|
5/28/24
|
Purchase
|
2,000
|
$13.29
|
Open market
|
||||
|
MSG
|
5/29/24
|
Purchase
|
2,462
|
$13.04
|
Open market
|
||||
|
MSG
|
5/30/24
|
Purchase
|
1,013
|
$13.0603
|
Open market
|
||||
|
MSG
|
5/31/24
|
Purchase
|
16,000
|
$13.29
|
Open market
|
||||
|
WCI
|
7/1/24
|
Purchase
|
6,934
|
$12.52
|
Open market
|
||||
|
BSL
|
7/2/24
|
Dividend Distribution Reinvestment
|
16,559.49
|
$12.42
|
Issuer Dividend Reinvestment Plan
|
||||
|
BAL
|
7/2/24
|
Dividend Distribution Reinvestment
|
12,926.18
|
$12.42
|
Issuer Dividend Reinvestment Plan
|
||||
|
BXLC
|
7/2/24
|
Dividend Distribution Reinvestment
|
479.10
|
$12.42
|
Issuer Dividend Reinvestment Plan
|
||||
|
WCI
|
7/3/24
|
Purchase
|
1,021
|
$12.54
|
Open market
|
||||
|
WCI
|
7/5/24
|
Purchase
|
3,804
|
$12.51
|
Open market
|
||||
|
WCI
|
7/8/24
|
Purchase
|
6,201
|
$12.5398
|
Open market
|
||||
|
WCI
|
7/9/24
|
Purchase
|
2,530
|
$12.5192
|
Open market
|
||||
|
WCI
|
7/10/24
|
Purchase
|
100
|
$12.53
|
Open market
|
||||
|
WCI
|
7/12/24
|
Purchase
|
4,320
|
$12.8991
|
Open market
|
||||
|
WCI
|
7/16/24
|
Purchase
|
1,000
|
$13.12
|
Open market
|
||||
|
WCI
|
7/17/24
|
Purchase
|
13,000
|
13.3354
|
Open market
|
||||
|
WCI
|
7/18/24
|
Purchase
|
8,220
|
13.35
|
Open market
|
||||
|
WCI
|
7/19/24
|
Purchase
|
800
|
13.1
|
Open market
|
||||
|
WCI
|
7/24/24
|
Purchase
|
13,000
|
13.2587
|
Open market
|
||||
|
(d)
|
None.
|
|
(e)
|
Not applicable.
|
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
BXLC is the sole member of BSL and BAL, the investment manager of the Issuer. BXLC is a holding company. Thomas B. Winmill is a director of BXLC. MSG owns approximately 21% 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. The Trust has four trustees, including Thomas B. Winmill and Mark C. Winmill, each with equal voting rights, meaning that a majority of
the trustees must agree with respect to voting and investment decisions.
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 outstanding 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, Russell Kamerman, Donald Klimoski II, and Thomas O’Malley are directors, managers,
and/or officers of WCI, MSG, BXLC, BSL, BAL, and the Issuer. The Issuer has standing audit, nominating, and governance committees comprised of independent directors Roger A. Atkinson, Jon Tomasson, 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 Trustees. The primary purpose of the
governance committee is to assist the Board of Trustees in serving its oversight role on behalf of the interests of the Issuer and all of its shareholders in respect to the governing documents of the issuer. The Issuer also 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.
|
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: July 26, 2024
|
|
Bexil Securities LLC
|
|
|
By: /s/Russell Kamerman
|
|
|
Name: Russell Kamerman
|
|
|
Title: General Counsel
|
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: July 26, 2024
|
|
Bexil Advisers LLC
|
|
|
By: /s/Russell Kamerman
|
|
|
Name: Russell Kamerman
|
|
|
Title: General Counsel
|
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: July 26, 2024
|
|
Bexil Corporation
|
|
|
By: /s/Russell Kamerman
|
|
|
Name: Russell Kamerman
|
|
|
Title: General Counsel
|
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: July 26, 2024
|
|
Midas Securities Group, Inc.
|
|
|
By: /s/Russell Kamerman
|
|
|
Name: Russell Kamerman
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Title: General Counsel
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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: July 26, 2024
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Winmill & Co. Incorporated
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By: /s/Donald Klimoski II
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Name: Donald Klimoski II
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Title: Co-General Counsel
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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: July 26, 2024
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Winmill Family Trust
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By: /s/Thomas B. Winmill
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Name: Thomas B. Winmill
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Title: Trustee
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By: /s/Mark C. Winmill
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Name: Mark C. Winmill
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Title: Trustee
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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: July 26, 2024
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By: /s/Mark C. Winmill
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Name: Mark C. Winmill
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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: July 26, 2024
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By: /s/Thomas B. Winmill
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Name: Thomas B. Winmill
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EXHIBIT A
The business address for all those listed in Exhibit A (except the Winmill Family Trust (the “Trust”) and Thomas B. Winmill) is 2255 Buffalo Road, Rochester, NY 14624. 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 Bexil Securities LLC (“BSL”) and Bexil Advisers LLC (“BAL”) are Thomas B. Winmill and Thomas O’Malley. The directors of Bexil Corporation (“BXLC”) are Philip Kadinsky-Cade, John C. Hitchcock, Thomas B. Winmill, William Winmill,
and Woodworth Winmill. The directors of Midas Securities Group, Inc. (“MSG”) are Thomas O’Malley and Thomas B. Winmill. The directors of Winmill & Co. Incorporated (“WCI”) are Mark C. Winmill, Thomas B. Winmill, William Winmill, Woodworth
Winmill, John Arbolino, Mark Hansen, and North Sturtevant. The directors of the Issuer are Roger A. Atkinson, Jon Tomasson, Peter K. Werner, and Thomas B. Winmill. The trustees of the Trust are Mark C. Winmill, Thomas B. Winmill, William Winmill, and
Woodworth Winmill.
The executive officers of MSG, and WCI, and Issuer, are Thomas B. Winmill, Mark C. Winmill, Thomas O’Malley, Donald Klimoski II, Heidi Keating, and Louis Soulios. The executive officers of BSL, BAL, BXLC include all of
the foregoing executive officers and Mark C. Winmill. The Trust does not have any executive officers.
Issuer, BSL, BAL, BXLC, MSG, and WCI
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Name
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Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted
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Philip Kadinsky-Cade
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Director of BXLC. Independent trader since 2007. Previously, Mr. Kadinsky-Cade was a founder and Managing Member of Bluehaven Management Group, LLC and co-organizer/manager of Grey Owl Partners, LP.
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John C. Hitchcock
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Director of BXLC. Managing Director & Vice President, Energy Intelligence
Group. Mr. Hitchcock is an officer of a 60-plus-year-old company whose core lines include web-based newsletters, conferences and research. Direct reports have included general counsel, circulation and billing,
compliance and sales and marketing. He previously held editorial and executive positions with Dow Jones & Co. and Institutional Investor Inc.
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Thomas B. Winmill
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President, Chief Executive Officer, Chief Legal Officer, and a Director or Trustee 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-dealer, the “Broker Dealer”), BXLC, and WCI. He is also a Director of Global Self Storage, Inc. (“SELF”).
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William Winmill
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Director of BXLC and WCI since 2021 and Investor at Chester Holdings, a family investment office in Greenwich, CT, 2021 – present. Previously, he served as Vice President and/or in such other capacities of BXLC,
WCI, its affiliates, and the Issuer, from 2014 – 2019. He graduated from Columbia University Graduate School of Business in 2021.
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Woodworth Winmill
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Associate at Labaton Keller Sucharow LLP from 2024 – present, director of WCI 2021 – present, and director of BXLC 2023 – present. Previously, he served in various employment or other capacities of the BXLC, WCI,
its affiliates, and the Issuer, from 2016 – 2017. He graduated from Columbia Law School in 2021.
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John Arbolino
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Director of WCI. Mr. Arbolino has also served as Vice President of Corporate Development at Solomon Page Group, LLC, 2014 – 2017 and is principal at Boothroyd & Co, 2017 – present.
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Mark Hansen
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Director of WCI. Mr. Hansen also serves as Diocesan Missioner for Latino Ministry and Ecumenical Officer, 2022 - present.
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North Sturtevant
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Director of WCI. Mr. Sturtevant also serves as Principal/CEO of JSA Inc. Architects.
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Roger Atkinson
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Trustee of the Issuer. Since 2007, Mr. Atkinson has served as a manager with Cell-Mark Inc., a pulp and paper trading company. His responsibilities include directing trading activity, acquisitions, and risk
management.
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Peter K. Werner
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Trustee of the Issuer. Retired. Previously Mr. Werner taught, directed, and coached many programs at The Governor’s Academy of Byfield, MA. He also previously held the position of Vice President in the Fixed
Income Departments of Lehman Brothers and First Boston. His responsibilities included tr
ading sovereign debt instruments, currency arbitrage, syndication, medium term note trading, and money market trading.
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Jon Tomasson
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Trustee of the Issuer. Mr. Tomasson serves as Chief Executive Officer of Vinland Capital Investments, LLC (since 2002), a real estate investment company that he founded, and Chief Investment Officer of NRE
Capital Partners LLC (since 2019), a private real estate lending company. Prior to starting Vinland, Mr. Tomasson was a principal with Cardinal Capital Partners, a leading investor in single-tenant net-leased property, and served as a Vice
President at Citigroup in the Global Real Estate Equity and Structured Finance group, part of the Real Estate Investment Bank, with both transactional and various management responsibilities.
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Mark C. Winmill
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President, Chief Executive Officer, and a Director of SELF and Tuxis Corporation (“TUXS”). Executive Vice President and a Director of WCI. Vice President of the Funds and Midas Management Corporation. He is a
principal of MSG.
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Thomas O’Malley
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Chief Accounting Officer, Chief Financial Officer, Vice President, and Treasurer of the Funds, the Advisers, the Broker-Dealer, BXLC, BSL, WCI, SELF, and TUXS.
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Donald Klimoski II
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Assistant Secretary, Assistant General Counsel, and Assistant Chief Compliance Officer of the Funds, the Advisers, the Broker-Dealer, BXLC, and BSL. Chief Compliance Officer, Secretary, and General Counsel of
SELF, and TUXS. He is Chief Compliance Officer, Secretary, and Co-General Counsel of WCI.
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Heidi Keating
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Vice President of the Funds, the Advisers, the Broker Dealer, BXLC, BSL, WCI, SELF, and TUXS.
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Russell L. Kamerman
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Chief Compliance Officer, General Counsel, and Secretary of the Funds, the Advisers, the Broker-Dealer, BXLC, and BAL. He is Assistant Chief Compliance Officer, Assistant General Counsel, and Assistant
Secretary of SELF and TUXS. He is Co-General Counsel, Assistant Chief Compliance Officer, and Assistant Secretary of WCI.
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Louis Soulios
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Vice President, Finance, of the Funds, the Advisers, the Broker-Dealer, BXLC, SELF, TUXS, and WCI. He is a certified public accountant.
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Trust
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Name
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Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted
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Thomas B. Winmill
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Trustee. See biographical information above.
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Mark C. Winmill
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Trustee. See biographical information above.
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William Winmill
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Trustee. See biographical information above.
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Woodworth Winmill
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Trustee. See biographical information above.
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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 July 24, 2024 by each foregoing officers and directors, provided, however: BSL, BAL,
BXLC, MSG, WCI, the Trust, and Mark C. Winmill disclaim beneficial ownership of the Shares held by Thomas B. Winmill; BXLC, MSG, WCI, the Trust, Thomas B. Winmill, and Mark C. Winmill disclaim beneficial ownership of the Shares held by BSL and BAL;
BSL disclaims beneficial ownership of the Shares held by BAL; and, BAL disclaims beneficial ownership of the Shares held by BSL.
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Name of Officer or Director
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Number of Shares
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Philip Kadinsky-Cade
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0
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John C. Hitchcock
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0
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Thomas B. Winmill
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1,694,901.46
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William Winmill
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7,700
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Woodworth Winmill
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10,400
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John Arbolino
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0
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Mark Hansen
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0
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North Sturtevant
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0
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Roger Atkinson
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20,000
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Peter K. Werner
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1,000
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Jon Tomasson
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0
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Mark C. Winmill
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1,643,823.46
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Thomas O’Malley
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5,000
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Donald Klimoski II
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100
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Heidi Keating
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0
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Russell Kamerman
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0
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Louis Soulios
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0
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EXHIBIT B
AGREEMENT
AGREEMENT dated as of July 24, 2024 among Bexil Securities LLC, a Maryland limited liability company ("BSL"), Bexil Advisers LLC, a Maryland limited liability company (“BAL”), Bexil Corporation ("BXLC"), a Maryland
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:
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1.
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The Schedule 13D and all amendments thereto with respect to Bexil Investment Trust to which this is attached as Exhibit B are filed on behalf of BSL, BAL, BXLC, MSG, WCI, the Trust, Mark C. Winmill, and Thomas B. Winmill.
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2.
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Each of BSL, BAL, BXLC, 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 inaccurate.
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IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written.
SIGNATURE
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Bexil Securities LLC
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By: /s/Russell Kamerman
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Name: Russell Kamerman
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Title: General Counsel
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Bexil Advisers LLC
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By: /s/Russell Kamerman
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Name: Russell Kamerman
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Title: General Counsel
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Bexil Corporation
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By: /s/Russell Kamerman
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Name: Russell Kamerman
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Title: General Counsel
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Midas Securities Group, Inc.
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By: /s/Russell Kamerman
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Name: Russell Kamerman
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Title: General Counsel
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Winmill & Co. Incorporated
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By: /s/Donald Klimoski II
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Name: Donald Klimoski II
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Title: Co-General Counsel
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Winmill Family Trust
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By: /s/Thomas B. Winmill
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Name: Thomas B. Winmill
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Title: Trustee
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By: /s/Mark C. Winmill
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Name: Mark C. Winmill
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Title: Trustee
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Individuals
By: /s/Mark C. Winmill
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Name: Mark C. Winmill
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By: /s/Thomas B. Winmill
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Name: Thomas B. Winmill
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