Sec Form 13D Filing - Bexil Securities LLC filing for BEXIL INVESTMENT TRUST (BXSY) - 2022-10-14

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.
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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. 8)*
 
DIVIDEND AND INCOME FUND
(Name of Issuer)
 
Shares of Beneficial Interest
(Title of Class of Securities)
 
25538A204
(CUSIP Number)
 
Russell L. Kamerman, Esq.
Bexil Securities LLC
3814 Route 44
Millbrook, NY 12545
212-785-0900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
October 11, 2022
 (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).
 
 
 
 
 
CUSIP No. 25538A204
 
 
Page 1 of 8 Pages
 
1
Names of Reporting Persons
 
Bexil Securities LLC
 
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
771,201.96 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
771,201.96 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
771,201.96 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)
6.1%
14
Type of Reporting Person (See Instructions)
OO
 
 


 
CUSIP No. 25538A204
 
 
Page 2 of 8 Pages
 
1
Names of Reporting Persons
 
Bexil Advisers LLC
 
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
600,041.14 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
600,041.14 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
600,041.14 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)
4.7%
14
Type of Reporting Person (See Instructions)
IA
 


 
CUSIP No. 25538A204
 
 
Page 3 of 8 Pages
 
 
1
Names of Reporting Persons
 
Bexil Corporation
 
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
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
1,371,243.09 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
1,371,243.09 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,371,243.09 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)
10.8%
14
Type of Reporting Person (See Instructions)
HC
 
 


CUSIP No. 25538A204
 
 
Page 4 of 8 Pages
 
 
1
Names of Reporting Persons
 
Midas Securities Group, Inc.
 
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
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
1,371,243.09 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
1,371,243.09 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,371,243.09 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)
10.8%
14
Type of Reporting Person (See Instructions)
BD
 
 
 

CUSIP No. 25538A204
 
 
Page 5 of 8 Pages
 
 
1
Names of Reporting Persons
 
Winmill & Co. Incorporated
 
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
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
1,371,243.09 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
1,371,243.09 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,371,243.09 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)
10.8%
14
Type of Reporting Person (See Instructions)
HC
 
  

CUSIP No. 25538A204
 
 
Page 6 of 8 Pages
 
 
1
Names of Reporting Persons
 
Winmill Family Trust
 
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
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
1,371,243.09 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
1,371,243.09 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,371,243.09 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)
10.8%
14
Type of Reporting Person (See Instructions)
HC
 
 
 
 
CUSIP No. 25538A204
 
 
Page 7 of 8 Pages
 
1
Names of Reporting Persons
 
Mark C. Winmill
 
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
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
1,371,243.09 Shares
9
Sole Dispositive Power
0
10
Shared Dispositive Power
1,371,243.09 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,371,243.09 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)
10.8%
14
Type of Reporting Person (See Instructions)
IN
 
 
 

CUSIP No. 25538A204
 
 
Page 8 of 8 Pages
 
 
1
Names of Reporting Persons
 
Thomas B. Winmill
 
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)
□
6
Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 22,125.41 Shares
8
Shared Voting Power
1,371,243.09 Shares
9
Sole Dispositive Power
22,125.41 Shares
10
Shared Dispositive Power
1,371,243.09 Shares
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,393,368.50
 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)
11.0%
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 Dividend and Income Fund (the “Issuer”). The principal executive offices of the Issuer are located at 3814 Route 44, Millbrook, NY 12545.
 
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
3814 Route 44, Millbrook, NY 12545

Bexil Advisers LLC (“BAL”)
Maryland limited liability company
Investment adviser
3814 Route 44, Millbrook, NY 12545

Bexil Corporation (“BXLC”)
Maryland corporation
Holding company
3814 Route 44, Millbrook, NY 12545

Midas Securities Group, Inc. (“MSG”)
Delaware corporation
Broker/dealer
3814 Route 44, Millbrook, NY 12545

Winmill & Co. Incorporated (“WCI”)
Delaware corporation
Holding company
3814 Route 44, Millbrook, NY 12545

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)  
As of October 11, 2022, the Reporting Persons believe there are 12,703,486 shares of Shares of Beneficial Interest outstanding. As of such date, BSL may be deemed to be the beneficial owner of 771,201.96 Shares which constitute approximately 6.1% of the outstanding Shares. As of such date, BAL may be deemed to be the beneficial owner of 600,041.14 Shares which constitute approximately 4.7% of the outstanding Shares. As of such date, BXLC, MSG, WCI, the Trust, and Mark C. Winmill may be deemed to be the beneficial owners of 1,371,243.09 Shares which constitute approximately 10.8% of the outstanding Shares; and Thomas B. Winmill may be deemed to be the beneficial owner of 1,393,368.50 Shares which constitute approximately 11.0% of the outstanding Shares. 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
   
BSL
10/11/22
Dividend Distribution Reinvestment
17,137,821
$11.00
Issuer Dividend Reinvestment Plan
BAL
10/11/22
Dividend Distribution Reinvestment
13,334.25
$11.00
Issuer Dividend Reinvestment Plan
 
(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 30% 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 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 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: October 13, 2022
 
Bexil Securities LLC
 
By: /s/Russell Kamerman
 
Name: Russell Kamerman
 
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 13, 2022
 
Bexil Advisers LLC
 
By: /s/Russell Kamerman
 
Name: Russell Kamerman
 
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 13, 2022
 
Bexil Corporation
 
By: /s/Russell Kamerman
 
Name: Russell Kamerman
 
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 13, 2022
 
Midas Securities Group, Inc.
 
By: /s/Russell Kamerman
 
Name: Russell Kamerman
 
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 13, 2022
 
Winmill & Co. Incorporated
 
By: /s/Russell Kamerman
 
Name: Russell Kamerman
 
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 13, 2022
 
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 13, 2022
 
 
 
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 13, 2022
 
By: /s/Thomas B. Winmill
 
Name: Thomas B. Winmill



EXHIBIT A
     
    The business address for all those listed in Exhibit A (except the Winmill Family Trust (the “Trust”) and Thomas B. Winmill) is 3814 Route 44, Millbrook, NY 12545. 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, and William 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, and Woodworth Winmill. 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.
 
BSL, BAL, BXLC, MSG, and WCI
 
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
Philip Kadinsky-Cade
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.
 
 
John C. Hitchcock
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.
 
 
Thomas B. Winmill
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”).
 
 
Mark C. Winmill
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.
 
 
Thomas O’Malley
Chief Accounting Officer, Chief Financial Officer, Vice President, and Treasurer of the Funds, the Advisers, the Broker-Dealer, BXLC, BSL, WCI, SELF, and TUXS.
 
 
Donald Klimoski II
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, WCI, and TUXS.
   
Heidi Keating
Vice President of the Funds, the Advisers, the Broker Dealer, BXLC, BSL, WCI, SELF, and TUXS.
 
 
Russell L. Kamerman
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, TUXS, and WCI.
 


 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 biographical information above.
 
 
Mark C. Winmill
Trustee.  See biographical information above.


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 11, 2022 by each foregoing officer and/or director of the Issuer, 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.
 
 
Name of Officer or Director
Number of Shares
Thomas B. Winmill
1,393,368.50
Mark C. Winmill
1,371,243.09
Thomas O’Malley
0
Donald Klimoski II
100
Heidi Keating
0
Russell Kamerman
0



 EXHIBIT B
 
AGREEMENT
 
AGREEMENT dated as of October 11, 2022 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:
 
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, BAL, BXLC, MSG, WCI, the Trust, Mark C. Winmill, and Thomas B. Winmill.
 
2.    
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.
 
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written.

 
SIGNATURE
 
 
 
Bexil Securities LLC
 
By: /s/Russell Kamerman
 
Name: Russell Kamerman
 
Title: General Counsel
 
 
 
Bexil Advisers LLC
 
By: /s/Russell Kamerman
 
Name: Russell Kamerman
 
Title: General Counsel
 
 
 
Bexil Corporation
 
By: /s/Russell Kamerman
 
Name: Russell Kamerman
 
Title: General Counsel
 
  
 
Midas Securities Group, Inc.
 
By: /s/Russell Kamerman
 
Name: Russell Kamerman
 
Title: General Counsel
 
 
 
Winmill & Co. Incorporated
 
By: /s/Donald Klimoski II
 
Name: Donald Klimoski II
 
Title: General Counsel
 
 
 
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
  
 
Individuals
By: /s/Mark C. Winmill
 
Name: Mark C. Winmill
  
 
By: /s/Thomas B. Winmill
 
Name: Thomas B. Winmill