NEW YORK, NY--(Marketwire -05/14/12)- Dividend and Income Fund (DNI) (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.