Dividend and Income Fund, Inc. Announces Results of Annual Meeting of Shareholders
April 25 2012 - 5:43PM
Marketwired
Dividend and Income Fund, Inc. (NYSE: DNI) (NAV: XDNIX) (the
"Fund") announced today that, at the Annual Meeting of Shareholders
of the Fund, shareholders approved (1) an Agreement and Plan of
Reorganization, pursuant to which the Fund will be reorganized from
a Maryland corporation into a newly formed Delaware statutory trust
named "Dividend and Income Fund" (the "Trust") (the
"Reorganization") and (2) the reelection of Bruce B. Huber to the
Board of Directors of the Fund as the Class I Director, to serve
until 2015 or until his successor is elected and qualifies.
Shareholders need not take any further action in connection with
the Reorganization. Immediately after the Reorganization,
shareholders of the Fund will own shares of the Trust that are
equal in number and in value to the shares of the Fund they held
immediately prior to the Reorganization. The Trust will not issue
certificates representing the Trust shares issued in the
Reorganization. The investment objective, strategies, policies, and
restrictions of the Trust will be identical to those of the Fund in
effect immediately prior to the Reorganization. The Trust will
enter into a new investment advisory agreement with the Fund's
current investment manager, Bexil Advisers LLC ("Bexil"), that is
substantially identical to the agreement currently in place with
respect to the Fund. Specifically, the investment advisory fee rate
for the Trust will be the same as that currently in effect for the
Fund. It is expected that the Reorganization will be completed as
soon as possible, subject to all regulatory requirements and
customary closing conditions being satisfied.
As described in the Fund's Proxy Statement dated March 21, 2012
("Proxy Statement"), the Trust may be able to realize greater
operating efficiencies as a result of the Reorganization because
the Trust will operate under more modern and flexible governing
documents. The Trust's governing documents also contain provisions
that limit the ability of persons to beneficially own more than
4.99% of the Trust's outstanding shares without the prior approval
of the Trust's Board of Trustees. As further described in the Proxy
Statement, these provisions are designed to preserve the Trust's
ability to use capital loss carryovers that could translate into
future tax savings for the Trust and its shareholders, and may have
an anti-takeover effect on the Trust similar to the effect of
certain provisions the Fund currently takes advantage of under
Maryland law.
About the Fund
The Fund is a diversified, closed end investment company. The
Fund's primary investment objective is to seek high current income.
Capital appreciation is a secondary objective. The Fund seeks to
achieve its objectives by investing, under normal circumstances, at
least 50% of its total assets in income generating equity
securities. Investors should consider the Fund's investment
objectives, strategies, risks and expenses carefully before
investing. This information, and other information concerning the
Fund, can be found on file with the U.S. Securities and Exchange
Commission and at www.DividendandIncomeFund.com. An investor should
carefully read the Fund's registration statement before
investing.
Bexil, the Fund's investment manager, is a wholly owned
subsidiary of Bexil Corporation (BXLC), a holding company. To learn
more about Bexil Corporation, including Rule 15c2-11 information,
please visit www.bexil.com. For Fund stockholder related questions,
please call 1-212-785-0400. Certain affiliates of Bexil Corporation
are engaged in stock market and gold investing through investment
management of equity and gold mutual funds, closed end funds, and
proprietary trading.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of,
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state, or an exemption
therefrom.
Safe Harbor Note
This release contains certain "forward looking statements" made
pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These statements involve known and
unknown risks, uncertainties and other factors, many of which are
beyond the control of the Fund, which may cause the Fund's actual
results to be materially different from those expressed or implied
by such statements. The forward looking statements made herein are
only made as of the date of this announcement, and the Fund
undertakes no obligation to publicly update such forward looking
statements to reflect subsequent events or circumstances.
Contact: Thomas O'Malley Chief Financial Officer 1-212-785-0400,
ext. 267 Email Contact
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