|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
|
Bexil Investment Trust (Name of Issuer) |
Shares of Beneficial Interest (Title of Class of Securities) |
25538A204 (CUSIP Number) |
Russell L. Kamerman, Esq. 2255 Buffalo Road, Rochester, NY, 14624 212-785-0900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 25538A204 |
| 1 |
Name of reporting person
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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
879,274.60 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 25538A204 |
| 1 |
Name of reporting person
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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
684,699.31 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 25538A204 |
| 1 |
Name of reporting person
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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,589,351.71 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. | 25538A204 |
| 1 |
Name of reporting person
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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,651,603.71 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
BD |
SCHEDULE 13D
|
| CUSIP No. | 25538A204 |
| 1 |
Name of reporting person
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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,806,376.71 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. | 25538A204 |
| 1 |
Name of reporting person
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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW HAMPSHIRE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,806,376.71 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. | 25538A204 |
| 1 |
Name of reporting person
Mark Campbell 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,806,376.71 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 25538A204 |
| 1 |
Name of reporting person
Thomas Bassett 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,857,454.71 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 25538A204 |
| 1 |
Name of reporting person
William M. 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,814,076.71 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 25538A204 |
| 1 |
Name of reporting person
Woodworth Borst 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,818,776.71 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Shares of Beneficial Interest |
| (b) | Name of Issuer:
Bexil Investment Trust |
| (c) | Address of Issuer's Principal Executive Offices:
2255 Buffalo Road, Rochester,
NEW YORK
, 14624. |
| Item 2. | Identity and Background |
| (a) | (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
2255 Buffalo Road, Rochester, NY 14624
Bexil Advisers LLC ("BAL")
Maryland limited liability company
Investment adviser
2255 Buffalo Road, Rochester, NY 14624
Bexil Corporation ("BXLC")
Maryland corporation
Holding company
2255 Buffalo Road, Rochester, NY 14624
Midas Securities Group, Inc. ("MSG")
Delaware corporation
Broker/dealer
2255 Buffalo Road, Rochester, NY 14624
Winmill & Co. Incorporated ("WCI")
Delaware corporation
Holding company
2255 Buffalo Road, Rochester, NY 14624
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
William M. Winmill
2255 Buffalo Road, Rochester, NY 14624
Woodworth B. Winmill
2255 Buffalo Road, Rochester, NY 14624
Additional information regarding the Reporting Persons filing this Schedule 13D is attached hereto as Exhibit A. |
| (b) | See Item 2(a). |
| (c) | See Item 2(a). |
| (d) | None. |
| (e) | None. |
| (f) | Mark C. Winmill, Thomas B. Winmill, William M. Winmill, and Woodworth 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. Each of Thomas B. Winmill, William M. Winmill, and Woodworth B. Winmill used personal funds to acquire his directly owned Shares. BXLC, MSG, WCI, the Trust, Thomas B. Winmill, Mark C. Winmill, William M. Winmill and Woodworth B. 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) | Incorporated by reference to Items (7) - (11) and (13) of the cover page relating to each Reporting Person. BSL, BAL, BXLC, MSG, WCI, the Trust, Mark C. Winmill William M. Winmill, and Woodworth B. Winmill disclaim beneficial ownership of the Shares held by Thomas B. Winmill. BXLC, MSG, WCI, the Trust, Mark C. Winmill, Thomas B. Winmill William M. Winmill, and Woodworth 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: BSL
Date: 12/31/2024
Transaction: Dividend Distribution Reinvestment
Number of Shares: 21,896.33
Price per Share: $12.53
Where and How Transaction Effected: Issuer Dividend Reinvestment Plan
Reporting Person: BAL
Date: 12/31/2024
Transaction: Dividend Distribution Reinvestment
Number of Shares: 17,050.88
Price per Share: $12.53
Where and How Transaction Effected: Issuer Dividend Reinvestment Plan
Reporting Person: BXLC
Date: 12/31/2024
Transaction: Dividend Distribution Reinvestment
Number of Shares: 631.98
Price per Share: $12.53
Where and How Transaction Effected: Issuer Dividend Reinvestment Plan |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to 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 21% 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, Mark C. Winmill, William M. Winmill, and Woodworth B. 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.
Each of Mark C. Winmill, William M. Winmill, and Woodworth B. Winmill, a Reporting Person, may be deemed to be a controlling person of WCI and MSG. Each of Thomas B. Winmill, Mark C. Winmill, William M. Winmill, Woodworth B. Winmill Russell Kamerman, Donald Klimoski II, and Thomas O'Malley are directors, managers, and/or officers of one or more of WCI, MSG, BXLC, BSL, BAL, and the Issuer. The Issuer has standing 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 also has an executive committee comprised of Thomas B. Winmill. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A: Certain information concerning the Reporting Persons.
Exhibit B: Agreement to file SC 13D jointly. |
| SIGNATURE | |
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.
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