Dividend and Income Fund Announces Completion of Reorganization
May 14 2012 - 3:05PM
Marketwired
Dividend and Income Fund (NYSE: DNI) (NAV: XDNIX) (the "Trust")
announced that its reorganization into a Delaware statutory trust
(the "Reorganization") was completed today. The Trust is the
successor to Dividend and Income Fund, Inc. (the "Fund"), a
Maryland corporation.
As a result of the Reorganization, former shareholders of the
Fund now own shares of the Trust that are equal in number and in
value to the shares of the Fund they held at the close of business
on May 11, 2012. The Trust did not issue certificates representing
the Trust shares issued in the Reorganization. The Reorganization
had previously been approved by shareholders at the Fund's Annual
Meeting of Shareholders on April 24, 2012 ("Annual Meeting").
The Trust has entered into a new investment advisory agreement
with Bexil Advisers LLC ("Bexil"), the Fund's investment manager,
with an investment advisory fee rate that is the same as the
Fund's. The Trust's independent registered public accounting firm,
custodian, and other service providers are identical to those
previously held by the Fund and serve under agreements that are
substantially identical to their agreements with the Fund. Shares
of the Trust will continue to trade on the New York Stock Exchange
and the investment objective, strategies, policies and restrictions
of the Trust are identical to those previously held by the
Fund.
The Reorganization also resulted in the Trust's adoption of
governing documents containing 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. These provisions, which were described in the Fund's
proxy statement dated March 21, 2012 and approved by shareholders
at the Annual Meeting, 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 took advantage of under Maryland law.
About the Trust
The Trust is a diversified, closed end investment company. The
Trust's primary investment objective is to seek high current
income. Capital appreciation is a secondary objective. The Trust
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 Trust's
investment objectives, strategies, risks and expenses carefully
before investing. This information, and other information
concerning the Trust, can be found on file with the U.S. Securities
and Exchange Commission and at www.DividendandIncomeFund.com. An
investor should carefully read the Trust's registration statement
before investing.
Bexil, the Trust'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 Trust shareholder 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 Trust, which may cause the Trust'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 Trust
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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