Bexil Investment Trust (BXSY) SC 13D/A Dividend & Income Fund

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. 3)

DIVIDEND AND INCOME FUND

(Name of Issuer)

Shares of Beneficial Interest

(Title of Class of Securities)

25538A204

(CUSIP Number)

John F. Ramirez, 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)

June 20, 2014

 (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 which 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 o.

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).

1

CUSIP No. 25538A204 Page 1 of 9 Pages

1	Names of Reporting Persons Bexil Securities LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)			AF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)			o
6	Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power	0
		8	Shared Voting Power	470,809 Shares
		9	Sole Dispositive Power	0
		10	Shared Dispositive Power	470,809 Shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person			470,809 Shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			o
13	Percent of Class Represented by Amount in Row (11)			5.45%
14	Type of Reporting Person (See Instructions)			BD

2

CUSIP No. 25538A204 Page 2 of 9 Pages

1	Names of Reporting Persons Bexil Corporation
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)			AF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)			o
6	Citizenship or Place of Organization			Maryland
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power	0
		8	Shared Voting Power	470,809 Shares
		9	Sole Dispositive Power	0
		10	Shared Dispositive Power	470,809 Shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person			470,809 Shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			o
13	Percent of Class Represented by Amount in Row (11)			5.45 %
14	Type of Reporting Person (See Instructions)			HC

3

CUSIP No. 25538A204 Page 3 of 9 Pages

1	Names of Reporting Persons Bexil American Mortgage Inc.
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)			AF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)			o
6	Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power	0
		8	Shared Voting Power	0 Shares
		9	Sole Dispositive Power	0
		10	Shared Dispositive Power	0 Shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person			0 Shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			o
13	Percent of Class Represented by Amount in Row (11)			0%
14	Type of Reporting Person (See Instructions)			CO

4

CUSIP No. 25538A204 Page 4 of 9 Pages

1	Names of Reporting Persons Castle Mortgage Corporation
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)			AF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)			o
6	Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power	0
		8	Shared Voting Power	0 Shares
		9	Sole Dispositive Power	0
		10	Shared Dispositive Power	0 Shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person			0 Shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			o
13	Percent of Class Represented by Amount in Row (11)			0%
14	Type of Reporting Person (See Instructions)			CO

5

CUSIP No. 25538A204 Page 5 of 9 Pages

1	Names of Reporting Persons Midas Securities Group, Inc.
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)			AF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)			o
6	Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power	0
		8	Shared Voting Power	470,809 Shares
		9	Sole Dispositive Power	0
		10	Shared Dispositive Power	470,809 Shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person			470,809 Shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			o
13	Percent of Class Represented by Amount in Row (11)			5.45 %
14	Type of Reporting Person (See Instructions)			BD

6

CUSIP No. 25538A204 Page 6 of 9 Pages

1	Names of Reporting Persons Winmill & Co. Incorporated
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)			AF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)			o
6	Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power	0
		8	Shared Voting Power	470,809 Shares
		9	Sole Dispositive Power	0
		10	Shared Dispositive Power	470,809 Shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person			470,809 Shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			o
13	Percent of Class Represented by Amount in Row (11)			5.45 %
14	Type of Reporting Person (See Instructions)			HC

7

CUSIP No. 25538A204 Page 7 of 9 Pages

1	Names of Reporting Persons Winmill Family Trust
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)			AF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)			o
6	Citizenship or Place of Organization			New Hampshire
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power	0
		8	Shared Voting Power	470,809 Shares
		9	Sole Dispositive Power	0
		10	Shared Dispositive Power	470,809 Shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person			470,809 Shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			o
13	Percent of Class Represented by Amount in Row (11)			5.45 %
14	Type of Reporting Person (See Instructions)			HC

8

CUSIP No. 25538A204 Page 8 of 9 Pages

1	Names of Reporting Persons Mark C. Winmill
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)			AF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)			o
6	Citizenship or Place of Organization			USA
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power	0
		8	Shared Voting Power	470,809 Shares
		9	Sole Dispositive Power	0
		10	Shared Dispositive Power	470,809 Shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person			470,809 Shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			o
13	Percent of Class Represented by Amount in Row (11)			5.45 %
14	Type of Reporting Person (See Instructions)			IN

9

CUSIP No. 25538A204 Page 9 of 9 Pages

1	Names of Reporting Persons Thomas B. Winmill
2	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions)			AF, PF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)			o
6	Citizenship or Place of Organization			USA
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power	8,575 Shares
		8	Shared Voting Power	470,809 Shares
		9	Sole Dispositive Power	8,575 Shares
		10	Shared Dispositive Power	470,809 Shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person			479,384 Shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)			o
13	Percent of Class Represented by Amount in Row (11)			5.54%
14	Type of Reporting Person (See Instructions)			IN

10

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 Corporation (“BXLC”)

Maryland corporation

Holding company

11 Hanover Square, New York, NY 10005

Bexil American Mortgage Inc. ("BAM")

Delaware corporation

Holding company

10251 Vista Sorrento Parkway, Suite 225, San Diego, CA  92121

Castle Mortgage Corporation ("Castle")

Delaware corporation

Mortgage company

10251 Vista Sorrento Parkway, Suite 225, San Diego, CA  92121

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 4, 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 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, which each of them disclaim.

Item 4. Purpose of Transaction.

    The Reporting Persons acquired the Shares for investment purposes.   Since the last Schedule 13D/A filed by the Reporting Persons on February 15, 2013, Castle sold all of its Shares and the purpose of this amendment is to disclose such dispositions.

    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)   As of September 30, 2014, the Reporting Persons believe there are 8,645,484 shares of Shares of Beneficial Interest outstanding. As of such date, BSL may be deemed to be the beneficial owner of 470,809 Shares which constitute approximately 5.45% of the outstanding Shares. As of such date, BAM and Castle beneficially held no Shares, BXLC, MSG, WCI, the Trust, and Mark C. Winmill may be deemed to be the beneficial owners of 470,809 Shares which constitute approximately 5.45% of the outstanding Shares, and Thomas B. Winmill may be deemed to be the beneficial owner of 479,384 Shares which constitute approximately 5.54% of the outstanding Shares. BSL, BXLC, BAM, Castle, MSG, WCI, the Trust, and Mark C. Winmill disclaim beneficial ownership of the Shares held by Thomas B. Winmill. BXLC, BAM, Castle, MSG, WCI, the Trust, Thomas B. Winmill, and Mark C. Winmill disclaim beneficial ownership of the Shares held by BSL.

(b)   Power to vote and to dispose of the securities resides with the Reporting Persons.

(c)   Since June 1, 2014, the following transactions were effected in the Shares by the Reporting Persons:

11

Reporting Person	Date	Transaction	Number of Shares	Price per Share	Where and How Transaction Effected
Castle	6/4/2014	Sell	4932	16.2600	New York Stock Exchange
Castle	6/5/2014	Sell	8000	16.3600	New York Stock Exchange
Castle	6/6/2014	Sell	8000	16.4600	New York Stock Exchange
Castle	6/9/2014	Sell	1184	16.5800	New York Stock Exchange
Castle	6/11/2014	Sell	8000	16.4200	New York Stock Exchange
Castle	6/13/2014	Sell	3260	16.0400	New York Stock Exchange
Castle	6/16/2014	Sell	8000	16.0300	New York Stock Exchange
Castle	6/17/2014	Sell	642	16.0600	New York Stock Exchange
Castle	6/18/2014	Sell	8000	16.0600	New York Stock Exchange
Castle	6/19/2014	Sell	8000	16.0800	New York Stock Exchange
Castle	6/20/2014	Sell	5313	16.0800	New York Stock Exchange
Castle	6/23/2014	Sell	8000	16.0800	New York Stock Exchange
Castle	6/24/2014	Sell	500	16.0500	New York Stock Exchange
Castle	6/26/2014	Sell	2118	15.9300	New York Stock Exchange
Castle	6/30/2014	Sell	8000	15.9600	New York Stock Exchange
BSL	6/30/2014	Dividend Reinvestment	11412	16.0200	Issuer Dividend Reinvestment Plan
Castle	7/2/2014	Sell	27	16.0200	New York Stock Exchange
Castle	7/3/2014	Sell	2434	16.0100	New York Stock Exchange
Castle	7/7/2014	Sell	355	16.0100	New York Stock Exchange
Castle	7/8/2014	Sell	8000	15.9400	New York Stock Exchange
Castle	7/9/2014	Sell	8000	16.0000	New York Stock Exchange
Castle	7/10/2014	Sell	8000	15.9700	New York Stock Exchange
Castle	7/11/2014	Sell	2802	16.0000	New York Stock Exchange
Castle	7/14/2014	Sell	5570	16.1400	New York Stock Exchange
Castle	7/16/2014	Sell	200	16.1200	New York Stock Exchange
Castle	7/17/2014	Sell	1455	16.1000	New York Stock Exchange
Castle	7/18/2014	Sell	8000	16.0400	New York Stock Exchange
Castle	7/22/2014	Sell	8000	16.2057	New York Stock Exchange
Castle	7/23/2014	Sell	4923	16.1800	New York Stock Exchange
BSL	9/30/2014	Dividend Reinvestment	11294	16.6000	Issuer Dividend Reinvestment Plan

12

(d)   None.

(e)   On July 23, 2014 Castle sold the last of the Shares it beneficially owned, and BAM and Castle ceased to be reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

     BXLC is the sole member of BSL and Bexil Advisers LLC ("BAL"), the investment manager of the Issuer. BXLC is a holding company. MSG owns approximately 23% 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.

     BAM is a majority owned subsidiary of BXLC.  BAM engages in mortgage banking including, but not limited to origination, production, and sales into the secondary market. Castle, a majority owned subsidiary of BAM, is also a mortgage bank

       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 out-standing 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.

Mark C. Winmill, a Reporting Person, may be deemed to be a controlling person of WCI and MSG. Each of Thomas B. Winmill, Mark C. Winmill, John Ramirez and Thomas O’Malley are directors, managers, and/or officers of WCI, MSG, BXLC, BSL, BAL, and the Issuer. Thomas B. Winmill is also a directors and/or officer of the Issuer, BAM, and Castle. The Issuer has audit and nominating committees comprised of independent directors Bruce B. Huber, James E. Hunt, 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 Directors. The Issuer has an executive committee comprised of Thomas B. Winmill.

Item 7. Materials to Be Filed as Exhibits

Exhibit A: Certain information concerning the Reporting Persons.

Exhibit B: Agreement to file SC 13D jointly.

13

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: October 24, 2014

Bexil Securities LLC

By: /s/John F. Ramirez

Name: John F. Ramirez

Title: Chief Compliance Officer

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: October 24, 2014

Bexil Corporation

By: /s/John F. Ramirez

Name: John F. Ramirez

Title: Vice President

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: October 24, 2014

Bexil American Mortgage Inc.

By: /s/Thomas B. Winmill

Name: Thomas B. Winmill

Title: Director

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: October 24, 2014

Castle Mortgage Corporation

By: /s/Thomas B. Winmill

Name: Thomas B. Winmill

Title: Director

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: October 24, 2014

Midas Securities Group, Inc.

By: /s/John F. Ramirez

Name: John F. Ramirez

Title: Chief Compliance Officer

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: October 24, 2014

Winmill & Co. Incorporated

By: /s/John F. Ramirez

Name: John F. Ramirez

Title: Vice President

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: October 24, 2014

Winmill Family Trust

By: /s/Thomas B. Winmill

Name: Thomas B. Winmill

Title: Trustee

By: /s/Mark C. Winmill

Name: Mark C. Winmill

Title: Trustee

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: October 24, 2014

By: /s/Mark C. Winmill

Name: Mark C. Winmill

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: October 24, 2014

By: /s/Thomas B. Winmill

Name: Thomas B. Winmill

14

EXHIBIT A

    The business address for all Reporting Persons (except BAM, Castle, the Trust, and Thomas B. Winmill) listed in this Exhibit A is 11 Hanover Square, 12th Floor, New York, NY 10005. The address for BAM and Castle is 10251 Vista Sorrento Parkway, Suite 225, San Diego, CA 92121. 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 BSL are Thomas B. Winmill and Thomas O’Malley. The directors of BXLC are Douglas Wu, Charles A. Carroll, and Thomas B. Winmill. The directors of MSG are Thomas O’Malley and Thomas B. Winmill. The directors of WCI are Mark C. Winmill and Thomas B. Winmill. The directors of the Issuer are Bruce B. Huber, James E. Hunt, Peter K. Werner, and Thomas B. Winmill. The trustees of the Winmill Family Trust are Mark C. Winmill and Thomas B. Winmill.

Bexil Securities LLC, Bexil Corporation, Midas Securities Group, Inc., and Winmill & Co. Incorporated

Name	Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted
Charles A. Carroll	Director of BXLC. Retired. From 1990 to 2005, Mr. Carroll served as Managing Director of Kalin Associates, Inc., a member firm of the New York Stock Exchange, prior to which, he served as a member of the NYSE representing Boettcher and Co.
Douglas Wu	Director of BXLC.  Since 1998, Mr. Wu has been Principal of Maxwell Partners, prior to which, he was Managing Director of Rothschild Emerging Markets/Croesus Capital Management. Since 2011, Mr. Wu has served as CEO of G2 Natural Resources, LLC.
Thomas B. Winmill	He is President, Chief Executive Officer, and a Director 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 and Vice President of Self Storage Group, Inc. (“SELF”)
Mark C. Winmill	President, Chief Executive Officer, and a Director of SELF, and Tuxis Corporation (“TUXS”). Executive Vice President and a Director of WCI. Executive Vice President of the Advisers.  He is a principal of the Broker Dealers.
Thomas O’Malley	Chief Accounting Officer, Chief Financial Officer, Vice President, and Treasurer of the Funds, the Advisers, the Broker-Dealers, BXLC, WCI, SELF, and TUXS.
John F. Ramirez	General Counsel, Vice President, and Secretary of the Funds, SELF, and TUXS. He is also Senior Associate General Counsel, Vice President, Secretary of the Advisers, the Broker-Dealers, BXLC, and WCI and Chief Compliance Officer of the Broker Dealers.
Heidi Keating	Vice President of the Funds, the Advisers, BXLC, WCI, SELF, and TUXS.
Eric Paul C. Hwang	Chief Compliance Officer, AML Officer, and Vice President of the Funds, the Advisers, BXLC, SELF, TUXS, and WCI.  Compliance Administrator for the Broker Dealers.

15

Winmill Family Trust

Name	Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted
Thomas B. Winmill	Trustee.  See additional biographical information above.
Mark C. Winmill	Trustee.  See additional biographical information above.

Bexil American Mortgage Inc.

Name	Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted
Thomas B. Winmill	Director.  See additional biographical information above.
Alex B. Rozek	Director.  He is Managing Member of Boulderado Group, LLC.
George Hawkins	CEO
Anna Martinez	President
Sheila R. Ledesma	Vice President and Secretary.
Dina C. Kizzar	Treasurer, Chief Financial Officer

Castle Mortgage Corporation

Name		Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted
George Hawkins		Director/CEO
Thomas B. Winmill		Director/Non-Executive Chairman. See additional biographical information above.
Anna Martinez	President
Sheila R. Ledesma	Vice President and Secretary.
Dina C. Kizzar	Treasurer, Chief Financial Officer

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 October 15, 2014 by each foregoing officer and/or director of the Issuer.

Name of Officer or Director	Number of Shares
Thomas B. Winmill	479,384
Mark C. Winmill	470,809
Thomas O’Malley	0
John F. Ramirez	0
Heidi Keating	0
Eric Paul C. Hwang	0

16

EXHIBIT B

AGREEMENT

AGREEMENT dated as of February 15, 2013 between Bexil Securities LLC, a Maryland corporation ("BSL"), Bexil Corporation ("BXLC"), a Maryland corporation, Bexil American Mortgage Inc. ("BAM"), a Delaware corporation, Castle Mortgage Corporation ("Castle"), a Delaware 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:

1.     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, BXLC, BAM, Castle, MSG, WCI, the Trust, Mark C. Winmill, and Thomas B. Winmill.

2.     Each of BSL, BXLC, BAM, Castle, 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 accurate.

IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written.

SIGNATURE

Bexil Securities LLC

By: /s/John F. Ramirez

Name: John F. Ramirez

Title: Chief Compliance Officer

Bexil Corporation

By: /s/John F. Ramirez

Name: John F. Ramirez

Title: Vice President

Bexil American Mortgage Inc.

By: /s/John F. Ramirez

Name: John F. Ramirez

Title: Vice President

Castle Mortgage Corporation

By: /s/Thomas B. Winmill

Name: Thomas B. Winmill

Title: Non-Executive Chairman

Midas Securities Group, Inc.

By: /s/John F. Ramirez

Name: John F. Ramirez

Title: Chief Compliance Officer

Winmill & Co. Incorporated

By: /s/John F. Ramirez

Name: John F. Ramirez

Title: Vice President

Winmill Family Trust

By: /s/Thomas B. Winmill

Name: Thomas B. Winmill

Title: Trustee

By: /s/Mark C. Winmill

Name: Mark C. Winmill

Title: Trustee

By: /s/Mark C. Winmill

Name: Mark C. Winmill

By: /s/Thomas B. Winmill

Name: Thomas B. Winmill

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