SEC Form SC 13D/A filed
$DNI
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. 7)*
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
11 Hanover Square
New York, NY 10005
212-785-0900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 6, 2021
(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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Page 1 of 8 Pages
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1
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Names of Reporting Persons
Bexil Securities LLC
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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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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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WC
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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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6
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Citizenship or Place of Organization
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Maryland
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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
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0
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8
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Shared Voting Power
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704,439.32 Shares
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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704,439.32 Shares
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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704,439.32 Shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
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□
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13
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Percent of Class Represented by Amount in Row (11)
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5.61%
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14
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Type of Reporting Person (See Instructions)
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BD
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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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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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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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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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6
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Citizenship or Place of Organization
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Maryland
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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
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0
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8
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Shared Voting Power
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526,645.93 Shares
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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526,645.93 Shares
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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526,645.93 Shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
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□
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13
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Percent of Class Represented by Amount in Row (11)
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4.19%
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14
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Type of Reporting Person (See Instructions)
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IA
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CUSIP No. 25538A204
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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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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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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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6
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Citizenship or Place of Organization
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Maryland
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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
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0
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8
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Shared Voting Power
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1,231,085.25 Shares
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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1,231,085.25 Shares
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,231,085.25 Shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
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□
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13
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Percent of Class Represented by Amount in Row (11)
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9.80%
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14
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Type of Reporting Person (See Instructions)
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HC
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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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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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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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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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6
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Citizenship or Place of Organization
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Delaware
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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
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0
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8
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Shared Voting Power
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1,231,085.25 Shares
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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1,231,085.25 Shares
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,231,085.25 Shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
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□
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13
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Percent of Class Represented by Amount in Row (11)
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9.80%
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14
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Type of Reporting Person (See Instructions)
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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
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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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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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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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6
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Citizenship or Place of Organization
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Delaware
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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
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0
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8
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Shared Voting Power
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1,231,085.25 Shares
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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1,231,085.25 Shares
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,231,085.25 Shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
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□
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13
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Percent of Class Represented by Amount in Row (11)
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9.80%
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14
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Type of Reporting Person (See Instructions)
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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)
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(a) □
(b) □
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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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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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6
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Citizenship or Place of Organization
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New Hampshire
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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
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0
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8
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Shared Voting Power
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1,231,085.25 Shares
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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1,231,085.25 Shares
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,231,085.25 Shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
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□
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13
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Percent of Class Represented by Amount in Row (11)
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9.80%
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14
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Type of Reporting Person (See Instructions)
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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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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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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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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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6
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Citizenship or Place of Organization
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USA
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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
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0
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8
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Shared Voting Power
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1,231,085.25 Shares
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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1,231,085.25 Shares
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,231,085.25 Shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
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□
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13
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Percent of Class Represented by Amount in Row (11)
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9.80%
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14
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No. 25538A204
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Page 8 of 8 Pages
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1
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Names of Reporting Persons
Thomas B. Winmill
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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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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, PF
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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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6
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Citizenship or Place of Organization
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USA
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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
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22,125.41 Shares
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8
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Shared Voting Power
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1,231,085.25 Shares
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9
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Sole Dispositive Power
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22,125.41 Shares
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10
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Shared Dispositive Power
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1,231,085.25 Shares
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,253,210.66 Shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
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□
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13
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Percent of Class Represented by Amount in Row (11)
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9.97%
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14
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Type of Reporting Person (See Instructions)
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IN
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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 Advisers LLC (“BAL”)
Maryland limited liability company
Investment adviser
11 Hanover Square, New York, NY 10005
Bexil Corporation (“BXLC”)
Maryland corporation
Holding company
11 Hanover Square, New York, NY 10005
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 1198, 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 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. Further information is attached in Exhibit A.
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.
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(a)
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As of January 5, 2021, the Reporting Persons believe there are 12,564,957 shares of Shares of Beneficial Interest outstanding. As of such date, BSL may be deemed to be the beneficial owner of 704,439.32 Shares which constitute
approximately 5.61% of the outstanding Shares. As of such date, BAL may be deemed to be the beneficial owner of 526,645.93 Shares which constitute approximately 4.19% 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 1,231,085.25 Shares which constitute approximately 9.80% of the outstanding Shares; and Thomas B. Winmill may be deemed to be the beneficial owner of 1,253,210.66 Shares which
constitute approximately 9.97% 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. BSL, BAL, BXLC, MSG, WCI, the Trust, Mark C. Winmill,
and Thomas B. 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. BAL disclaims beneficial ownership
of the Shares held by BSL.
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(b)
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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.
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(c)
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During the last sixty days, the following transactions were effected in the Shares by the Reporting Persons:
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Date
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Transaction
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Number of Shares
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Price per Share
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Where and How Transaction Effected
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BSL
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01/06/21
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Dividend Distribution Reinvestment
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15,435.69
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$11.16
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Issuer Dividend Reinvestment Plan
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BAL
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01/06/21
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Dividend Distribution Reinvestment
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11,539.13
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$11.16
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Issuer Dividend Reinvestment Plan
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(d)
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None.
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(e)
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As of July 29, 2019, William M. Winmill ceased to be a reporting person for purposes of this Schedule 13D.
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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. MSG owns approximately 27% 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.
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.
Item 7. Materials to Be Filed as Exhibits
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Exhibit A:
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Certain information concerning the Reporting Persons.
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Exhibit B:
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Agreement to file SC 13D jointly.
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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: January 8, 2021
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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: Chief Compliance Officer
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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: January 8, 2021
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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: Vice President
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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: January 8, 2021
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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: Vice President
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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: January 8, 2021
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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: Chief Compliance Officer
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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: January 8, 2021
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Winmill & Co. Incorporated
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By: /s/Russell Kamerman
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Name: Russell Kamerman
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Title: Vice President
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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: January 8, 2021
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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: January 8, 2021
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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: January 8, 2021
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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 Reporting Persons (except the Winmill Family Trust (the “Trust”) and Thomas B. Winmill) listed in this Exhibit A is 11 Hanover Square, 12th Floor, New York, NY 10005. 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, and Thomas B. 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 and Thomas B. 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 and Thomas B. Winmill.
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-dealers, collectively, the “Broker Dealers”), BXLC, and WCI. He is also a Director of Global Self Storage, Inc. (“SELF”).
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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-Dealers, BXLC, 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-Dealers, and BXLC. Chief Compliance Officer, Secretary, and General Counsel of
SELF, WCI, and TUXS.
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Heidi Keating
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Vice President of the Funds, the Advisers, the Broker Dealers, BXLC, 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-Dealers, and BXLC. He is Assistant Chief Compliance Officer, Assistant General Counsel, and Assistant Secretary of
SELF, TUXS, and WCI.
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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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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 January 6, 2021 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.
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Name of Officer or Director
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Number of Shares
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Thomas B. Winmill
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1,253,210.66
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Mark C. Winmill
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1,231,085.25
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Thomas O’Malley
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0
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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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EXHIBIT B
AGREEMENT
AGREEMENT dated as of January 6, 2021 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 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.
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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: 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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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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