Filed pursuant to Rule 497(c)

Registration Nos. 333-203126 and 811-08747

DATED [●] 2015

The information in this Prospectus Supplement is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus Supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PROSPECTUS SUPPLEMENT

To Prospectus dated August 28, 2015

DIVIDEND AND INCOME FUND

Up to [●] Shares of Beneficial Interest ($0.01 par value per Share)

Issuable Upon Exercise of Non-Transferable Rights to Subscribe for Shares

Dividend and Income Fund (the "Fund") is issuing non-transferable subscription rights (the "Rights") to its shareholders of record as of 5:00 p.m., ET, on [●], entitling the holders of such Rights to subscribe for up to an aggregate of [●] shares of beneficial interest of the Fund (the "Shares").

This Rights offering provides existing Fund shareholders with the opportunity to purchase additional Shares at a price below both market and net asset value ("NAV") without paying any commissions. The subscription price per Share (the "Subscription Price") will be [●]% of the lower of (i) the Fund's NAV per Share, or (ii) the market price per Share. For this purpose, the NAV per Share will be determined as of [●], unless terminated or extended (the "Expiration Date"). The market price per Share will be the average of the volume weighted average sales price of a Share on the New York Stock Exchange ("NYSE") on the Expiration Date and the four preceding trading days. Because the Expiration Date is the last day of the Subscription Period (defined below), shareholders who choose to exercise their Rights will not know the actual Subscription Price at the time they exercise such Rights. The Fund may increase the number of Shares subject to subscription through an over-allotment option by up to [●]%, or up to an additional [●] Shares, for an aggregate total of up to [●] Shares.

The Fund's currently outstanding Shares are, and the Shares offered by this Prospectus Supplement and the accompanying Prospectus will be, subject to notice of issuance, listed on the NYSE under the symbol "DNI." The last reported sale price of Shares, as reported by the NYSE on [●], was $[●] per Share. The NAV per Share as of the close of business on [●] was $[●].

The Fund is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a non-diversified, closed end management investment company. The Fund's primary investment objective is to seek high current income. Capital appreciation is a secondary objective. There is no assurance the Fund will achieve its investment objectives. The Fund's investment manager is Bexil Advisers LLC (the "Investment Manager").

Exercising your Rights and investing in Shares involves risks. Please see "Special Characteristics and Risks of the Rights Offering" beginning on page [●] of this Prospectus Supplement, and "Special Considerations and Risk Factors" beginning on page [●] of the accompanying Prospectus, to learn more about the risks you should carefully consider before investing.

Shareholders who do not fully exercise their Rights will, upon the completion of the Rights offering, own a smaller proportional interest in the Fund than they owned prior to the Rights offering. In addition, if the subscription price per Share is less than the NAV per Share as of the expiration date of the Rights offering, the completion of the Rights offering will result in an immediate dilution of the NAV per Share for all existing shareholders. Such dilution could be substantial. If such dilution occurs, shareholders will experience a decrease in the NAV per Share held by them, irrespective of whether they exercise all or any portion of their Rights. The Fund cannot state precisely the extent of this dilution because the Fund does not know what the NAV will be when the Rights offering expires, how many Shares will be subscribed for, or the exact expenses of the Rights offering. Volatility in the market price of Shares of the Fund may increase or decrease during the Rights offering. For further information on the effect of dilution, see "Special Characteristics and Risks of the Rights Offering" on page [●] of this Prospectus Supplement.

Any Shares issued as a result of the Rights offering will not be record date Shares for the Fund's quarterly distribution to be paid on [●] and will not be entitled to receive such distribution.

	Per Share		Total⁽⁴⁾
EstimatedSubscription Price⁽¹⁾	$	[●]	$	[●]
Estimated Underwriting Discounts and Commissions/Sales Load⁽²⁾		None		None
EstimatedProceeds,before expenses, to the Fund⁽³⁾	$	[●]	$	[●]

⁽¹⁾	Estimated on the basis of [●]% of the lower of the NAV per Share at the close of trading on [●] or the average of the volume weighted average sales price of a Share on the NYSE on [●] and the four preceding trading days. Rights holders will not know the subscription price at the time of exercise and will be required initially to pay for both the Shares subscribed for pursuant to the primary subscription and, if eligible, any additional Shares subscribed for pursuant to the over-subscription privilege at the estimated price of $[●] per Share.
⁽²⁾	The Rights are being offered directly by the Fund without the services of an underwriter or sales agent.
⁽³⁾	Offering expenses borne by the Fund are estimated to be approximately $[●] in the aggregate, or $[●] per Share (assuming the Rights are fully exercised). After deduction of such expenses, the per Share and total proceeds to the Fund are estimated at $[●] and $[●], respectively. Offering expenses will be borne by the Fund and indirectly by all of its shareholders, including those who do not exercise their Rights.
⁽⁴⁾	Assumes that all Rights are exercised at the estimated subscription price. All of the Rights may not be exercised. Pursuant to the over-allotment option, the Fund may, at the discretion of its Board of Trustees, increase the number of Shares subject to subscription by up to [●]% of the Shares offered hereby. If the Fund increases the number of Shares subject to subscription by [●]%, the Total Estimated Subscription Price will be $[●] and the Total Estimated Proceeds to the Fund will be $[●].

This Prospectus Supplement and the accompanying Prospectus set forth concisely information you should know before investing. Please read them carefully before investing and keep them for future reference. Additional information about the Fund, including a Statement of Additional Information dated [●] ("SAI"), has been filed with the Securities and Exchange Commission ("SEC") and is incorporated by reference in its entirety into the accompanying Prospectus. This Prospectus Supplement describes the specific details regarding this offering. If information in this Prospectus Supplement is inconsistent with the accompanying Prospectus or the SAI, you should rely on this Prospectus Supplement. You may obtain additional information about the Fund, including its SAI and annual and semi-annual reports, without charge (i) upon request, by calling 1-855-411-6432; (ii) on the Fund's website at http://www.DividendandIncomeFund.com; and (iii) on the SEC's website at http://www.sec.gov. You may make any other shareholder inquiries by calling the Fund at 1-855-411-6432. The Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this Prospectus Supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is August 28, 2015.

You should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The Fund has not authorized anyone to provide you with different information. The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this Prospectus Supplement and any accompanying Prospectus is accurate only as of the date on the applicable cover page.

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS	R-1
SUMMARY OF THE TERMS OF THE RIGHTS OFFERING	R-1
DESCRIPTION OF THE RIGHTS OFFERING	R-4
FEES AND EXPENSES	R-9
FINANCIAL HIGHLIGHTS	R-10
USE OF PROCEEDS	R-12
MARKET PRICE INFORMATION	R-12
CAPITALIZATION	R-13
SPECIAL CHARACTERISTICS AND RISKS OF THE RIGHTS OFFERING	R-13
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFERING	R-15
LEGAL MATTERS	R-15

TABLE OF CONTENTS
PROSPECTUS

PROSPECTUS SUMMARY	1
FEES AND EXPENSES	14
FINANCIAL HIGHLIGHTS	15
USE OF PROCEEDS	18
THE FUND	18
INVESTMENT OBJECTIVES, POLICIES, AND STRATEGIES	18
SPECIAL CONSIDERATIONS AND RISK FACTORS	28
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS	36
MANAGEMENT OF THE FUND	37
CALCULATION OF NET ASSET VALUE PER SHARE	39
MARKET PRICE INFORMATION	39
DISTRIBUTION POLICY	40
DIVIDEND REINVESTMENT PLAN	42
CERTAIN FEDERAL INCOME TAX CONSEQUENCES	44
DESCRIPTION OF THE SECURITIES	47
CLOSED END FUND STRUCTURE	53
PLAN OF DISTRIBUTION	53
LEGAL MATTERS	54
ADDITIONAL INFORMATION	55
TABLE OF CONTENTS OF THE SAI	55

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus Supplement, the accompanying Prospectus and the SAI contain "forward-looking statements." Forward-looking statements can be identified by the words "may," "will," "intend," "expect," "estimate," "continue," "plan," "anticipate," and similar terms and the negative of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Fund's actual results are the performance of the portfolio of securities the Fund holds, the conditions in the U.S. and international financial and other markets, the price at which the Shares will trade, and other factors discussed in the Fund's periodic filings with the SEC.

Actual results could differ materially from those projected or assumed in the forward-looking statements. The Fund's future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in the "Special Considerations and Risk Factors" section of the accompanying Prospectus. All forward-looking statements contained or incorporated by reference in this Prospectus Supplement and the Prospectus are made as of the date set forth on the applicable cover page. Except for the Fund's ongoing obligations under the federal securities laws, the Fund does not intend, and it undertakes no obligation, to update any forward-looking statement. Any forward-looking statements contained in this Prospectus Supplement and the Prospectus are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended (the "Securities Act").

Currently known risk factors that could cause actual results to differ materially from the Fund's expectations include, but are not limited to, the factors described in the "Special Characteristics and Risks of the Rights Offering" section of this Prospectus Supplement and the "Special Considerations and Risk Factors" section of the accompanying Prospectus. You are urged to review carefully these sections for a more complete discussion of the risks of an investment in the Shares.

SUMMARY OF THE TERMS OF THE RIGHTS OFFERING


Terms of the Offering		Dividend and Income Fund (the "Fund") is issuing non-transferable subscription rights (the "Rights") to its shareholders of record as of 5:00 p.m., ET, on [●] (the "Record Date"), entitling the holders of such Rights to subscribe for up to an aggregate of [●] shares of beneficial interest of the Fund (the "Shares"). In certain circumstances described below under "Over-Subscription Privilege," the Fund may increase the number of Shares subject to subscription by up to [●]%, or up to an additional new [●] Shares, for an aggregate total of up to [●] new Shares. Holders of Shares on the Record Date ("Record Date Shareholders") will receive one Right for each Share held on the Record Date, rounded up to the nearest number of Rights evenly divisible by [●]. The Rights entitle their holders to purchase [●] new Share for every [●] Rights held. The Fund will not issue fractional Shares upon the exercise of fewer than [●] Rights. Assuming the exercise of all Rights, the offering will result in an approximately [●]% increase in the Fund's Shares outstanding. The Rights offering is not contingent upon any number of Rights being exercised. See "Description of the Rights Offering—Terms of the Rights Offering."

Subscription Price		The subscription price per Share (the "Subscription Price") will be based on a formula equal to [●]% of the lower of (i) the Fund's net asset value ("NAV") per Share, or (ii) the market price per Share. For this purpose, the NAV per Share will be determined as of the Expiration Date (defined below). The market price per Share will be the average of the volume weighted average sales price of a Share on the New York Stock Exchange ("NYSE") on the Expiration Date and the four preceding trading days. As of [●], the NAV per Share was [●] and the average of the volume weighted average sales price of a Share on the NYSE on [●] and the four preceding trading days was [●] for an estimated Subscription Price of [●] per Share. Because the Expiration Date is the last day of the Subscription Period, Rights holders will not know the actual Subscription Price at the time they exercise such Rights and will, therefore, be required initially to pay for both the Shares subscribed for pursuant to the primary subscription and, if eligible, any additional Shares subscribed for pursuant to the over-subscription privilege, at the estimated Subscription Price of $[●] per Share. See "Description of the Rights Offering—Terms of the Rights Offering."

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Subscription Period		Rights may be exercised at any time during the offering period (the "Subscription Period") which starts on [●], and ends at 5:00 p.m., ET, on [●] (the "Expiration Date"), unless the Rights offering is terminated or extended. See "Description of the Rights Offering—Terms of the Rights Offering," "Description of the Rights Offering—Expiration of the Offering," and "Description of the Rights Offering—Termination of the Offering."

Notice of NAV Decline		As required by the SEC, the Fund will suspend the Rights offering until the Fund amends this Prospectus Supplement if, after [●] (the effective date of the Fund's registration statement relating to this offering), the Fund's NAV declines more than 10% from the Fund's NAV as of that date. In that event, the Expiration Date will be extended and the Fund will notify Record Date Shareholders of the decline and permit the Rights holders to cancel the exercise of their Rights. See "Description of the Rights Offering—Notice of Net Asset Value Decline."

Over-Subscription Privilege		Record Date Shareholders who fully exercise all Rights initially issued to them are entitled to buy those Shares, referred to as "Over-Subscription Shares," that were not purchased by other Rights holders at the same Subscription Price pursuant to the over-subscription privilege. If enough Over-Subscription Shares are available, all such requests will be honored in full. If the requests for Over-Subscription Shares exceed the Over-Subscription Shares available, the available Over-Subscription Shares will be allocated pro rata among those fully exercising Record Date Shareholders who over-subscribe based on the number of Rights originally issued to them by the Fund. To satisfy over-subscription requests, the Fund may, at the discretion of the Board, increase the number of Shares subject to subscription by up to [●]% for an aggregate total of up to [●] new Shares. Shares acquired pursuant to the over-subscription privilege are subject to allotment. See "Description of the Rights Offering—Over-Subscription Privilege."

Method for Exercising Rights		Rights are evidenced by subscription certificates (each, a "Subscription Certificate") that will be mailed to Record Date Shareholders (except as described below with regard to Foreign Shareholders (as defined below)) or, if their Shares are held by Cede & Co. ("Cede") or any other depository or nominee, to Cede or such other depository or nominee. Rights may be exercised by completing and signing the Subscription Certificate and mailing it in the envelope provided, or otherwise delivering the completed and signed Subscription Certificate to the Subscription Agent, together with payment in full of the estimated Subscription Price for the Shares subscribed for. Completed Subscription Certificates and payments must be received by the Subscription Agent by 5:00 p.m., ET, on the Expiration Date at the offices of the Subscription Agent. Rights also may be exercised by contacting your broker, bank, trust company or other intermediary, which can arrange, on your behalf, to guarantee delivery of payment and of a properly completed and executed Subscription Certificate. A fee may be charged for this service by your broker, banker, trust company or other intermediary. In addition, your broker, bank, trust company or other intermediary may impose a deadline for exercising Rights earlier than 5:00 p.m., ET, on the Expiration Date. See "Description of the Rights Offering—Method for Exercising Rights" and "Description of the Rights Offering—Payment for Shares." Rights holders who have exercised their Rights will have no right to rescind their subscription after receipt by the Subscription Agent of the completed Subscription Certificate together with payment for Shares subscribed for.

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Offering Expenses		The expenses of the Rights offering are expected to be approximately $[●]. The Fund will bear the expenses of the Rights offering and all such expenses will be borne indirectly by the Fund's shareholders, including those who do not exercise their Rights. These expenses include, but are not limited to, the expenses of preparing, printing and mailing the prospectus and Rights subscription materials, SEC registration fees, and the fees assessed by service providers (including the cost of the Fund's counsel and independent registered public accounting firm) in connection with the offering. See "Fees and Expenses."

Use of Proceeds		The net proceeds to the Fund from this Rights offering, assuming all Rights issued hereunder are exercised, are estimated to be $[●] or, if pursuant to the Over-Allotment Option, the Fund, at the discretion of the Board, elects to increase the number of Shares subject to subscription in an amount up to [●]% of the Fund and all such Shares are sold, $[●], in each case after deducting offering expenses. The Fund's investment manager, Bexil Advisers LLC (the "Investment Manager"), expects that it will initially invest the proceeds of the offering by reducing borrowings, if any, and investing the balance in high quality short-term debt securities, money market fund shares, or similar securities. The Investment Manager anticipates that the investment of the proceeds will be made in accordance with the Fund's investment objectives and policies as appropriate investment opportunities are identified, which is expected to substantially be completed within three months; however, changes in market conditions could result in the Fund's anticipated investment period extending to as long as six months. Depending on market conditions and operations, a portion of the cash held by the Fund, including any proceeds raised from the offering, may be used to pay distributions in accordance with the Fund's distribution policy. The Fund does not currently anticipate an increase in leverage immediately following the completion of the offering; however, the Fund reserves the right to adjust leverage from time to time. See "Use of Proceeds."

Subscription Agent		[●] will act as the subscription agent for the Rights offering (the "Subscription Agent"). Inquiries regarding the Rights offering by holders of Rights should be directed to the Subscription Agent toll free at [●]. See "Description of the Rights Offering—Subscription Agent."

Taxation		For U.S. federal income tax purposes, the receipt of Rights by a Record Date Shareholder should not be a taxable event. We urge you to consult your own tax advisor with respect to the particular tax consequences of the Rights offering. See "U.S. Federal Income Tax Consequences of the Offering."

Important Dates to Remember

EVENT		DATE

Record Date:		[●]
Subscription Period:		[●] through [●]⁽¹⁾
Expiration Date and Pricing Date:		[●]⁽¹⁾
Payment for Shares or Notice of Guarantees of Delivery Due:		[●]
Confirmation Mailed to Participants:		[●]
Final Payment for Shares Due:		[●]⁽²⁾

⁽¹⁾	Unless the Rights offering is terminated or extended.
⁽²⁾	Additional amount due (in the event the actual Subscription Price exceeds the estimated Subscription Price).

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DESCRIPTION OF THE RIGHTS OFFERING

Terms of the Rights Offering

The Fund is issuing to Record Date Shareholders Rights to subscribe for up to an aggregate [●] of Shares of the Fund. Each Record Date Shareholder is being issued one non-transferable Right for each Share owned on the Record Date, rounded up to the nearest number of Rights evenly divisible by [●]. The Rights entitle the holder to purchase [●] new Share for each [●] Rights held. The Fund will not issue fractional Shares upon the exercise of fewer than [●] Rights. Assuming the exercise of all Rights, the offering will result in an approximately [●]% increase in the Fund's Shares outstanding. The Rights offering is not contingent upon any number of Rights being exercised and may be terminated at any time and for any reason before the Expiration Date. The Shares, once issued, will be listed on the NYSE under the symbol "DNI."

Rights may be exercised at the Subscription Price of [●]% of the lower of the Fund's NAV per Share at the close of trading on the Expiration Date or the average of the volume weighted average sales price of a Share on the NYSE on the Expiration Date and the four preceding trading days. Because the Expiration Date is the last day of the Subscription Period, Rights holders will not know the actual Subscription Price at the time they exercise such Rights and will, therefore, be required initially to pay for both the Shares subscribed for pursuant to the primary subscription and, if eligible, any additional Shares subscribed for pursuant to the over-subscription privilege, at the estimated Subscription Price of $[●] per Share.

Rights may be exercised at any time during the Subscription Period prior to the Expiration Date, unless the Rights offering is terminated or extended. Rights will expire on the Expiration Date and thereafter may not be exercised. Any Shares issued as a result of the Rights offering will not be record date shares for the Fund's quarterly distribution to be paid on [●] and will not be entitled to receive such distribution.

Rights will be evidenced by subscription certificates ("Subscription Certificates"), with the number of Rights issued to each holder stated thereon. The method by which Rights may be exercised and Shares paid for is set forth below in "―Method for Exercising Rights" and "―Payment for Shares." A holder of Rights will have no right to rescind a purchase after the Subscription Agent has received a completed Subscription Certificate together with payment for the subscribed Shares, except under the circumstances described below under "—Notice of Net Asset Value Decline."

Notwithstanding the foregoing, the Fund may cancel the Rights offering before the Expiration Date, even after the Rights have been distributed and subscriptions have been received.

Holders of Rights who are Record Date Shareholders are entitled to subscribe for additional Shares at the same Subscription Price pursuant to the over-subscription privilege, subject to certain limitations. See "―Over-Subscription Privilege" below.

For purposes of determining the maximum number of Shares that may be acquired pursuant to the Rights offering, broker-dealers, trust companies, banks or others whose shares are held of record by Cede & Co ("Cede"), the nominee for the Depository Trust Company ("DTC"), or by any other depository or nominee, will be deemed to be the holders of the Rights that are held by Cede or such other depository or nominee on their behalf.

Nominees who hold the Fund's Shares for the account of others, such as banks, broker-dealers, trustees or depositories for securities, should notify the respective beneficial owners of such Shares as soon as possible to ascertain such beneficial owners' intentions and to obtain instructions with respect to the Rights. If the beneficial owner so instructs, the nominee should complete the Subscription Certificate and submit it to the Subscription Agent with proper payment. In addition, beneficial owners of the Shares or Rights held through such a nominee should contact the nominee and request the nominee to effect transactions in accordance with such beneficial owner's instructions.

Participants in the Fund's Dividend Reinvestment Plan will be issued Rights in respect of the Shares held in their accounts in the Dividend Reinvestment Plan. Participants wishing to exercise these Rights must exercise the Rights in accordance with the procedures set forth in "―Method for Exercising Rights" and "―Payment for Shares."

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The Rights are not transferable. You may not purchase or sell them. The Rights will not trade on the NYSE or any other exchange. If you do not exercise your Rights before the conclusion of the Rights offering, your Rights will expire without value.

Expiration of the Offering

The Rights offering will expire at 5:00 p.m., ET, on [●], 201[●], unless extended by the Fund. The Rights will expire on the Expiration Date and thereafter may not be exercised. Any extension of the Rights offering will be followed as promptly as practicable by announcement thereof. Without limiting the manner in which the Fund may choose to make such announcement, the Fund will not, unless otherwise required by law, have any obligation to publish, advertise, or otherwise communicate any such announcement other than by issuing a press release or such other means of announcement as the Fund deems appropriate.

Termination of the Offering

The Fund may terminate the Rights offering at any time and for any reason before the Expiration Date. If the Fund terminates the Rights offering, the Fund will issue a press release announcing such termination and will direct the Subscription Agent to return, without interest, all subscription proceeds received to such shareholders who had elected to purchase Shares.

Notice of Net Asset Value Decline

As required by the SEC, the Fund will suspend the Rights offering until it amends this Prospectus Supplement if, after [●] (the effective date of the Fund's registration statement relating to this offering), the Fund's NAV declines more than 10% from the Fund's NAV as of that date. In such event, the Expiration Date would be extended and the Fund would notify Record Date Shareholders of the decline and permit exercising Rights holders to cancel their exercise of Rights. Rights holders will have their payment for additional Shares returned to them if they opt to cancel the exercise of their Rights.

Over-Subscription Privilege

Record Date Shareholders who fully exercise all Rights initially issued to them are entitled to buy those Shares, referred to as Over-Subscription Shares, that were not purchased by other holders of Rights at the same Subscription Price. If enough Over-Subscription Shares are available, all such requests will be honored in full. If the requests for Over-Subscription Shares exceed the Over-Subscription Shares available, the available Over-Subscription Shares will be allocated pro rata among those fully exercising Record Date Shareholders who over-subscribe based on the number of Rights originally issued to them by the Fund. Shares acquired pursuant to the over-subscription privilege are subject to allotment.

Record Date Shareholders who are fully exercising their Rights during the Subscription Period should indicate, on the Subscription Certificate that they submit with respect to the exercise of the Rights issued to them, how many Shares they are willing to acquire pursuant to the over-subscription privilege.

To the extent sufficient Shares are not available to fulfill all over-subscription requests, unsubscribed Shares (the "Excess Shares") will be allocated pro rata among those Record Date Shareholders who over-subscribe based on the number of Rights originally issued to them by the Fund. The allocation process may involve a series of allocations in order to assure that the total number of Shares available for over-subscriptions is distributed on a pro rata basis.

The formula to be used in allocating the Excess Shares is as follows:


Shareholder's Record Date Position	X	Excess Shares Remaining
Total Record Date Position of All Over-Subscribers	X

Banks, broker-dealers, trustees and other nominee holders of Rights will be required to certify to the Subscription Agent, before any over-subscription privilege may be exercised with respect to any particular beneficial owner, as to the aggregate number of Rights exercised during the Subscription Period and the number of Shares subscribed for pursuant to the over-subscription privilege by such beneficial owner, and that such beneficial owner's subscription was exercised in full. Nominee holder over-subscription forms and beneficial owner certification forms will be distributed to banks, broker-dealers, trustees and other nominee holders of Rights with the Subscription Certificates.

R-5

The Fund has been advised that the Investment Manager, its affiliates and one or more of their officers, and trustees of the Fund's Board of Trustees may exercise some or all of the Rights initially issued to them, and may request additional Shares pursuant to the over-subscription privilege. An exercise of the over-subscription privilege by such persons will increase their proportionate voting power and share of the Fund's assets.

Method for Exercising Rights

Rights are evidenced by Subscription Certificates that will be mailed to Record Date Shareholders (except as described under "—Requirements for Foreign Shareholders," below) or, if their Shares are held by Cede or any other depository or nominee on their behalf, to Cede or such other depository or nominee. Rights may be exercised by completing and signing the Subscription Certificate and mailing it in the envelope provided, or otherwise delivering the completed and signed Subscription Certificate to the Subscription Agent, together with payment in full at the estimated Subscription Price for the Shares subscribed for by the Expiration Date as described under "—Payment for Shares." Rights may also be exercised by contacting your broker, bank, trust company, or other intermediary, which can arrange, on your behalf, to guarantee delivery of a properly completed and executed Subscription Certificate pursuant to a notice of guaranteed delivery (a "Notice of Guaranteed Delivery") by the close of business on the [●] business day after the Expiration Date. A fee may be charged for this service. Completed Subscription Certificates and payments must be received by the Subscription Agent by 5:00 p.m., ET, on the Expiration Date (unless delivery of Subscription Certificate is effected by means of a Notice of Guaranteed Delivery as described under "—Payment for Shares") at the offices of the Subscription Agent at one of the addresses set forth under "—Subscription Agent." Your broker, bank, trust company or other intermediary may impose a deadline for exercising Rights earlier than 5:00 p.m., ET, on the Expiration Date.

Shareholders who are Record Owners. Shareholders who are record owners of Shares can choose between either option set forth under "—Payment for Shares." If time is of the essence, option (2) will permit delivery of the Subscription Certificate after the Expiration Date.

Investors whose Shares are Held by a Nominee. Investors whose Shares are held by a nominee, such as a bank, broker, trustee or other intermediary, must contact that nominee to exercise their Rights. In that case, the nominee will complete the Subscription Certificate on behalf of the investor and arrange for proper payment by one of the methods set forth under "—Payment for Shares."

Nominees. Nominees, such as banks, brokers, trustees or depositories for securities, who hold Shares of the Fund for the account of others should notify the respective beneficial owners of such Shares as soon as possible to ascertain those beneficial owners' intentions and to obtain instructions with respect to the Rights. If the beneficial owner so instructs, the nominee should complete the Subscription Certificate and submit it to the Subscription Agent with the proper payment as described under "—Payment for Shares."

Banks, brokers, trustees and other nominee holders of Rights will be required to certify to the Subscription Agent, before any over-subscription privilege may be exercised with respect to any particular beneficial owner who is a Record Date Shareholder, as to the aggregate number of Rights exercised during the Subscription Period and the number of Shares subscribed for pursuant to the over-subscription privilege by the beneficial owner, and that the beneficial owner exercised all the Rights issued to it pursuant to the Rights offering.

Requirements for Foreign Shareholders. Subscription Certificates will not be mailed to shareholders whose addresses are outside the United States or who have an APO or FPO address (for these purposes, the United States includes the District of Columbia and the territories and possessions of the United States) ("Foreign Shareholders"). The Subscription Agent will send a letter via regular mail to Foreign Shareholders to notify them of the Rights offering. The Rights of Foreign Shareholders will be held by the Subscription Agent for their accounts until instructions are received to exercise the Rights, subject to applicable law. If instructions have not been received by 5:00 p.m., ET, on [●], [●] business days prior to the Expiration Date (or, if the Subscription Period is extended, on or before the [●] business day prior to the extended Expiration Date), the Fund will consider such Rights of Foreign Shareholders as having not been exercised and shall be available to Record Date Shareholders pursuant to the over-subscription privilege.

Subscription Agent

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and expenses of the Rights offering and, therefore, will be borne by the Fund and indirectly by all shareholders, including those who do not exercise their Rights. Inquiries regarding the Rights offering should be directed to the Subscription Agent toll free at [●].

Completed Subscription Certificates must be sent together with proper payment of the estimated Subscription Price for all Shares subscribed for in the primary subscription and the over-subscription privilege (for Record Date Shareholders) to the Subscription Agent by one of the methods described below. Alternatively, Rights holders may arrange for their financial intermediaries to send Notices of Guaranteed Delivery by facsimile to DTC to be received by the Subscription Agent prior to 5:00 p.m., ET, on the Expiration Date. Facsimiles should be confirmed by telephone at DTC. The Fund will accept only properly completed and executed Subscription Certificates actually received at any of the addresses listed below, prior to 5:00 p.m., ET, on the Expiration Date, or by the close of business on the [●] business day after the Expiration Date following timely receipt of a Notice of Guaranteed Delivery. See "—Payment for Shares."

Subscription Certificate Delivery Method	Address/Number
Notice of Guaranteed Delivery:	Contact your broker-dealer, trust company, bank or other nominee to notify the Fund of your intent to exercise the Rights.
First Class Mail Only (No Express Mail or Overnight Courier):	[●]
Express Mail or Overnight Courier:	[●]

The Fund will honor only Subscription Certificates received by the Subscription Agent prior to 5:00 p.m., ET, on the Expiration Date at one of the addresses listed above. Delivery to an address other than those listed above will not constitute good delivery.

The Subscription Agent will deposit all funds received by it into a segregated account (interest, if any, paid on the balances in the account will accrue to the benefit of the Fund), pending distribution of the Shares.

Payment for Shares

Rights holders who wish to acquire Shares pursuant to the primary subscription and the over-subscription privilege may choose between the following methods of payment:

(1) A Rights holder can send the properly completed and executed Subscription Certificate together with payment for the Shares subscribed for during the Subscription Period and, if eligible, for any Over-Subscription Shares subscribed for pursuant to the over-subscription privilege, to the Subscription Agent based upon an estimated Subscription Price of $[●] per Share. A subscription will be accepted when payment, together with the executed Subscription Certificate, is received by the Subscription Agent at one of the addresses set forth under "—Subscription Agent." The payment and the properly completed and executed Subscription Certificate must be received by the Subscription Agent by 5:00 p.m., ET, on the Expiration Date. The Subscription Agent will deposit all checks received by it for the purchase of Shares into a segregated account of the Fund pending proration and distribution of Shares. A payment pursuant to this method must be in U.S. dollars by check drawn on a bank located in the United States, must be payable to "Dividend and Income Fund" and must accompany a properly completed and executed Subscription Certificate for such subscription to be accepted.

(2) Alternatively, a subscription will be accepted by the Subscription Agent if, by 5:00 p.m., ET, on the Expiration Date, the Subscription Agent has received a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, a trust company, or an NYSE member guaranteeing delivery of a properly completed and executed Subscription Certificate. In order for the Notice of Guaranteed Delivery to be valid, full payment for the Shares at the estimated Subscription Price must be received with the notice. The Subscription Agent will not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the [●] business day after the Expiration Date.

R-7

payable to the Fund by the Rights holder or any excess to be refunded by the Fund to the Rights holder, in each case based on the Subscription Price as determined on the Expiration Date. Any additional payment required from a Rights holder must be received by the Subscription Agent within [●] business days after the Confirmation Date (unless the subscription period is extended). Any excess payment to be refunded by the Fund to a Rights holder will be mailed by the Subscription Agent to such Rights holder as promptly as practicable. All payments by a Rights holder must be in U.S. dollars by check drawn on a bank located in the United States and payable to "Dividend and Income Fund."

Whichever of the two methods described above is used, issuance and delivery of the Shares subscribed for are contingent upon actual payment for such Shares. No certificates will be issued or delivered with respect to Shares issued and sold in the Rights offering.

Rights holders who have exercised their Rights will have no right to rescind their subscription after receipt of the completed Subscription Certificate together with payment for Shares by the Subscription Agent, except under the circumstances described above under "—Notice of Net Asset Value Decline."

If a Rights holder who acquires Shares during the Subscription Period or pursuant to the over-subscription privilege (for Record Date Shareholders) does not make payment of any amounts due by the Expiration Date, the Fund reserves the right to take any or all of the following actions through all appropriate means: (i) find other Record Date Shareholders for the subscribed and unpaid-for Shares; (ii) apply any payment actually received by the Fund toward the purchase of the greatest whole number of Shares that could be acquired by the Rights holder upon exercise of such Rights acquired during the Subscription Period or pursuant to the over-subscription privilege; and/or (iii) exercise any and all other rights or remedies to which the Fund may be entitled, including, without limitation, the right to set off against payments actually received by it with respect to such subscribed Shares.

The method of delivery of completed Subscription Certificates and payment of the Subscription Price to the Subscription Agent will be at the election and risk of exercising Rights holders, but if sent by mail, it is recommended that such forms and payments be sent by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent and clearance of payment by 5:00 p.m., ET, on the Expiration Date. Because uncertified personal checks may take at least [●] business days to clear, exercising Rights holders are urged to pay, or arrange for payment, by means of certified or cashier's check with the shareholder's name identified on the check.

All questions concerning the timeliness, validity, form and eligibility of any exercise of Rights will be determined by the Fund, which determinations will be final and binding. The Fund, in its sole discretion, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as it may determine, or reject the purported exercise of any Right. Subscriptions will not be deemed to have been received or accepted until substantially all irregularities have been waived or cured within such time as the Fund determines in its sole discretion. The Fund will not be under any duty to give notification of any defect or irregularity in connection with the submission of Subscription Certificates or incur any liability for failure to give such notification.

Employee Benefit Plan Considerations

Shareholders that are employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (including corporate savings and 401(k) plans), Keogh plans of self-employed individuals, Individual Retirement Accounts ("IRAs") and other plans eligible for special tax treatment under the Internal Revenue Code of 1986, as amended (the "Code") (each a "Plan" and collectively, the "Plans") should be aware that additional contributions of cash to the Plan (other than rollover contributions or trustee-to-trustee transfers from other Plans) made in order to exercise Rights would be treated as Plan contributions and, when taken together with contributions previously made, may subject a Plan to excise taxes for excess or nondeductible contributions. In the case of Plans qualified under Section 401(a) of the Code and certain other plans, additional cash contributions could cause the maximum contribution limitations of Section 415 of the Code or other qualification rules to be violated. Plans contemplating the receipt of additional cash contributions to exercise Rights should consult with their counsel prior to receiving or using such contributions.

Plans and other tax exempt entities, including governmental plans, should also be aware that if they borrow in order to finance their exercise of Rights, they may become subject to the tax on unrelated business taxable income under Section 511 of the Code. If any portion of an IRA is used as security for a loan to the individual for whose benefit the IRA is established, the portion so used is also treated as distributed to such individual.

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ERISA contains fiduciary responsibility requirements, and ERISA and the Code contain prohibited transaction rules that may impact the exercise of Rights. Due to the complexity of these rules and the penalties for non-compliance, Plans should consult with their counsel regarding the consequences of their exercise of Rights under ERISA and the Code.

FEES AND EXPENSES

The following table contains information about the costs and expenses that shareholders will bear directly or indirectly, as a result of the Rights offering. The table is based on the capital structure of the Fund as of [●] (except as noted below) after giving effect to the Rights offering, assuming that the Rights offering is fully subscribed and the Fund, at the discretion of the Board, increases the number of Shares subject to subscription by up to [●]%, resulting in the receipt of net proceeds of $[●]. If the Fund issues fewer Shares and the net proceeds to the Fund are less, all other things being equal, the total annual expenses shown would increase. The purpose of the table and the example below is to help you understand the fees and expenses that you, as a holder of Shares, would bear directly or indirectly.

Shareholder Transaction Expenses
Sales Load (as a percentage of estimated Subscription Price)⁽¹⁾	None
Offering Expenses (as a percentage of estimated Subscription Price)⁽²⁾	[●]%
Dividend Reinvestment Plan Fees⁽³⁾	None
Annual Expenses (as a percentage of net assets attributable to Shares)
Management Fees⁽⁴⁾	[●]%
Interest Payments on Borrowed Funds⁽⁵⁾	[●]%
Other Expenses⁽⁶⁾	[●]%
Total Annual Fund Operating Expenses	[●]%

⁽¹⁾The Rights are being offered directly by the Fund without the services of an underwriter or sales agent.

⁽²⁾Offering expenses borne by the Fund are estimated to be approximately $[●] in the aggregate, or $[●] per Share.

⁽³⁾See "Dividend Reinvestment Plan" in the accompanying Prospectus.

⁽⁴⁾The Fund pays a management fee to the Investment Manager at an annual rate of 0.95% of the Fund's "managed assets." "Managed assets" means the average weekly value of the Fund's net assets plus any assets attributable to financial leverage. In accordance with the requirements of the SEC, the table above shows the Fund's management fee as a percentage of average net assets. In calculating the management fee rate based on net assets, the Fund derived the amount of management fees based upon outstanding financial leverage of [●]% of the Fund's managed assets (which is the average level of financial leverage employed during the Fund's fiscal year ended December 31, [●]). If financial leverage of more than [●]% is used, the management fee shown would be higher.

⁽⁵⁾Based upon the Fund's outstanding borrowings as of December 31, [●] of approximately $[●] and a borrowing rate under the CFA and Lending Agreement (each as defined in the accompanying Prospectus) as of December 31, [●] of [●]%.

⁽⁶⁾The costs of lending the Fund's portfolio securities are not included in the table. "Other Expenses" are estimated based upon those expenses incurred during the fiscal year ended December 31, [●].

Example

The following example illustrates the expenses that you would pay on a $1,000 investment in Shares, assuming (1) a 5% annual return, (2) the Fund incurs annual expenses at the levels set forth in the table above, and (3) reinvestment of all dividends and other distributions at NAV.

1 Year	3 Years	5 Years	10 Years
$[●]	$[●]	$[●]	$[●]

The purpose of the table and example above is to help you understand the various costs and expenses that an investor in the Fund may bear directly or indirectly. The example should not be considered a representation of future expenses. The Fund's actual expenses may be more or less than those shown and the Fund's actual rate of return will vary and may be higher or lower than the hypothetical 5% annual return used to calculate the example.

R-9

FINANCIAL HIGHLIGHTS

The table below sets forth certain specified information for a Share outstanding throughout each period presented. This information is derived from the financial and accounting records of the Fund. The financial highlights for the fiscal years ended December 31, 2012 through December 31, 2014, the one month ended December 31, 2011, and the year ended November 30, 2011 have been audited by Tait, Weller & Baker LLP, an independent registered public accounting firm. The prior financial highlights for the fiscal years ended November 30, 2005 through November 30, 2010 were audited by other independent registered public accounting firms, whose reports with respect to those periods were unqualified. The information below should be read in conjunction with the Fund's audited financial statements and the accompanying notes thereto for the fiscal year ended December 31, 2014, which, together with the report of the Fund's independent registered public accounting firm, have been incorporated by reference in the SAI. The Annual and Semi-Annual Reports are available without charge by calling toll-free at 1-855-411-6432.

Bexil Advisers LLC became the Fund's Investment Manager effective February 1, 2011.

Per share data, including the proportionate impact to market price, has been restated to reflect the effects of a 1-for-4 reverse stock split effective as of the start of trading on the NYSE on December 10, 2012.

	For the Years Ended December 31,					For the Years Ended November 30,
Per Share Operating Performance (for a share outstanding throughout each period)	2014	2013		2012	One Month Ended Dec. 31, 2011⁽¹⁾	2011	2010	2009	2008	2007	2006	2005

Net asset value, beginning of period	$17.20	$15.53		$15.48	$16.88	$17.36	$16.76	$14.68	$32.64	$38.20	$34.60	$35.84

Income from investment operations:⁽²⁾
Net investment income	0.34	0.40		0.56	0.08	0.96	0.80	0.84	2.24	3.20	2.52	2.44
Net realized and unrealized gain (loss) on investments	0.76	4.12		1.13	0.20	(0.08)	1.44	2.88	(16.76)	(5.20)	4.80	0.32
Total income from investment operations	1.10	4.52		1.69	0.28	0.88	2.24	3.72	(14.52)	(2.00)	7.32	2.76

Less distributions:
Net investment income	(1.63)	(1.16)		(0.56)	(0.08)	(0.92)	(1.40)	(1.56)	(2.36)	(3.36)	(3.72)	(2.12)
Capital gains	--	--		--	--	--	--	--	--	--	--	(0.04)
Return of capital	--	(0.47)		(1.07)	(0.32)	(0.44)	(0.24)	(0.08)	(1.08)	(0.20)	--	(1.84)
Total distributions	(1.63)	(1.63)		(1.63)	(0.40)	(1.36)	(1.64)	(1.64)	(3.44)	(3.56)	(3.72)	(4.00)

Fund share transactions:
Effect of reinvestment of dividends	(0.01)	(0.01)		(0.01)	--*	--*	--*	--	--	--	--	--
Decrease in net asset value from rights offering	--	(1.21)	--		(1.28)	--	--	--	--	--	--	--
Total Fund share transactions	(0.01)	(1.22)		(0.01)	(1.28)	--	--	--	--	--	--	--
Net asset value, end of period⁽³⁾	$16.66	$17.20		$15.53	$15.48	$16.88	$17.36	$16.76	$14.68	$32.64	$38.20	$34.60
Market value, end of period	$15.12	$15.11		$13.53	$13.72	$13.84	$16.92	$14.60	$10.40	$29.40	$39.12	$42.80

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	For the Years Ended December 31,				For the Years Ended November 30,
Per Share Operating Performance (for a share outstanding throughout each period)	2014	2013	2012	One Month Ended Dec. 31, 2011⁽¹⁾	2011	2010	2009	2008	2007	2006	2005

Total Return⁽⁴⁾
Based on net asset value	7.28%	23.35%	12.67%	(5.52)%	5.61%	14.55%	29.42%	(47.75)%	(6.05)%	22.51%	8.19%
Based on market value	10.83%	24.38%	10.75%	2.13%	(11.15)%	28.17%	59.14%	(58.90)%	(17.19)%	0.36%	18.14%

Ratios/Supplemental Data: ⁽⁵⁾
Net assets, end of period (000's omitted)	$144,280	$148,081	$93,951	$93,123	$71,329	$73,322	$70,853	$62,022	$137,953	$160,613	$144,352

Ratios to average net assets of:
Total expenses ⁽⁶⁾	1.55%	1.87%	2.57%	2.09%**	2.02%	2.63%	3.01%	3.62%	3.75%	3.69%	3.04%
Net expenses ⁽⁷⁾	1.55%	1.87%	2.57%	2.09%**	2.00%	2.50%	2.89%	3.47%	3.62%	3.55%	4.55%
Net expenses excluding interest expense and fees on bank credit facility	1.47%	1.72%	2.30%	1.78%**	1.73%	N/A	N/A	N/A	N/A	N/A	N/A
Total expenses excluding commercial paper, interest expense and fees ⁽⁸⁾	N/A	N/A	N/A	N/A	N/A	2.20%	2.03%	1.91%	1.70%	1.71%	1.73%
Net expenses excluding commercial paper, interest expense and fees ⁽⁸⁾	N/A	N/A	N/A	N/A	N/A	2.07%	1.91%	1.76%	1.56%	1.57%	1.59%
Commercial paper fees and interest expense ⁽⁸⁾	N/A	N/A	N/A	N/A	N/A	0.43%	0.98%	1.71%	2.06%	1.98%	1.31%
Net investment income	1.94%	2.38%	3.56%	6.28%**	5.44%	4.73%	5.43%	8.62%	8.52%	6.96%	7.00%

Portfolio turnover rate	52%	45%	13%	0%	24%	51%	73%	54%	74%	96%	80%

Leverage Analysis (000's omitted):
Outstanding loan balance under the bank credit facility, end of period	$17,284	$21,346	$21,348	$17,815	$18,209	$20,000	N/A	N/A	N/A	N/A	N/A
Aggregate amount of commercial paper outstanding, end of period	N/A	N/A	N/A	N/A	N/A	N/A	$10,000	$10,000	$55,000	$55,000	$55,000
Average daily balance of amortized cost of commercial paper outstanding, end of period⁽⁸⁾	N/A	N/A	N/A	N/A	N/A	N/A	$ 9,960	$47,921	$54,790	$54,659	$54,794
Asset coverage per $1,000, end of period	$ 9,347	$ 7,937	$ 5,401	$ 6,227	$ 4,917	$ 4,666	$ 7,425	$15,880	$ 3,903	$ 3,980	$ 3,679

⁽¹⁾	The Fund changed its fiscal year from November 30 to December 31, effective December 31, 2011.

⁽²⁾	The per share amounts were calculated using the average number of Shares outstanding during the period.

⁽³⁾

The Fund implemented a 1-for-4 reverse stock split with an ex-dividend date of December 10, 2012. Prior period net asset values and per share amounts have been restated to reflect the impact of the reverse stock split. The net asset value and market price report at the original dates prior to the reverse stock split were as follows:

		For the Years Ended November 30,
	One Month Ended Dec 31, 2011⁽¹⁾	2011	2010	2009	2008	2007	2006	2005

Net asset value	$3.87	$4.22	$4.34	$4.19	$ 3.67	$8.16	$9.55	$8.65
Market value	$3.43	$3.46	$4.23	$3.65	$ 2.60	$7.35	$9.78	$10.70

⁽⁴⁾

Total return on a market value basis is calculated assuming a purchase of Shares on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Fund's Dividend Reinvestment Plan. Generally, total return on a net asset value basis will be higher than total return on a market value basis in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total return on a net asset value basis will be lower than total return on a market value basis in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods. Total return calculated for a period of less than one year is not annualized. The calculation does not reflect brokerage commissions, if any.

⁽⁵⁾	Expenses and income ratios do not include expenses incurred by the acquired funds in which the Fund invests.

⁽⁶⁾	"Total expenses" are the expenses of the Fund as presented in the Statement of Operations before fee waivers.

⁽⁷⁾	"Net expenses" are the expenses of the Fund presented in the Statement of Operations after fee waivers.

⁽⁸⁾	Effective April 26, 2010, the Fund replaced its commercial paper program with a bank line of credit facility.

* Less than $0.01 per share.

** Annualized.

N/A means not applicable.

R-11

USE OF PROCEEDS

The net proceeds to the Fund from this Rights offering, assuming all Rights issued hereunder are exercised, are estimated to be $[●] or, if pursuant to the Over-Allotment Option, the Fund, at the discretion of the Board, elects to increase the number of Shares subject to subscription in an amount up to [●]% of the Fund and all such Shares are sold, $[●], in each case after deducting offering expenses.

The Investment Manager expects that it will initially invest the proceeds of the offering by reducing borrowings, if any, and investing the balance in high quality short-term debt securities, money market fund shares, or similar securities. The Investment Manager anticipates that the investment of the proceeds will be made in accordance with the Fund's investment objectives and policies as appropriate investment opportunities are identified, which is expected to substantially be completed within three months; however, changes in market conditions could result in the Fund's anticipated investment period extending to as long as six months. Depending on market conditions and operations, a portion of the cash held by the Fund, including any proceeds raised from the offering, may be used to pay distributions in accordance with the Fund's distribution policy. The Fund does not currently anticipate an increase in leverage immediately following the completion of the offering; however, the Fund reserves the right to adjust leverage from time to time.

MARKET PRICE INFORMATION

The Fund's outstanding Shares are, and when issued, the Shares offered by the Rights offering will be, publicly held and listed and traded on the NYSE under the symbol "DNI." The following table sets forth for the calendar quarters indicated: (i) the high and low closing sales prices per Share as reported by the NYSE; (ii) the NAV per Share on the day of the high or low closing sales price; and (iii) the percentage by which the Shares traded at a premium over, or discount from, the Fund's high and low NAVs per Share. The table also sets forth the number of Shares traded on the NYSE during the respective quarters.

Quarter Ended		High Sales Price		High Net Asset Value	Premium (Discount) to High NAV		Low Sales Price		Low Net Asset Value	Premium (Discount) to Low NAV	Trading Volume

03/31/13	$	15.36	$	17.28	(11.11)%	$	13.79	$	15.86	(13.22)%	1,930,204
06/30/13	$	16.74	$	18.48	(7.57)%	$	15.15	$	17.03	(11.30)%	2,248,137
09/30/13	$	16.63	$	18.38	(9.26)%	$	14.16	$	17.42	(19.86)%	3,787,715
12/31/13	$	15.18	$	17.71	(10.97)%	$	13.96	$	16.17	(13.67)%	3,360,220
3/31/14	$	15.99	$	17.39	(7.89)%	$	14.68	$	16.21	(9.44)%	2,598,206
6/30/14	$	16.52	$	18.16	(8.98)%	$	15.24	$	17.05	(10.62)%	2,701,895
9/30/14	$	16.83	$	17.96	(5.18)%	$	15.81	$	16.97	(8.77)%	3,350,896
12/31/14	$	16.61	$	17.85	(1.77)%	$	14.73	$	15.91	(7.53)%	3,384,272
3/31/15	$	15.75	$	17.21	(8.48)%	$	14.77	$	16.28	(9.28)%	2,199,836

The Shares have traded in the market above, at, and below NAV since the commencement of the Fund's operations in June 1998. The Fund's current managed distribution policy seeks to provide shareholders with a relatively stable cash flow and to attempt to reduce or eliminate the Fund's market price discount to its NAV per share. The policy may be changed or discontinued without notice, however, and there can be no assurance that such policy has had this effect in the past or will have this intended effect in the future.

If Shares publicly trade for a substantial period of time at a substantial discount from the Fund's then current NAV per share, the Board of Trustees may consider, from time to time, authorizing various actions designed to reduce the discount, which may include periodic repurchases of, or tender offers for, the Shares. No assurance can be given that the Board of Trustees will undertake any such action or if undertaken, the Shares will thereafter trade at a price that is at less of a discount. Under certain circumstances, a shareholder vote may be required to authorize such actions.

On [●], 201[●], the last reported sales price of the Shares on the NYSE was $[●] and the NAV per Share was $[●], representing a [premium/discount] from NAV per Share of [●]%.

R-12

CAPITALIZATION

The following table sets forth the unaudited capitalization of the Fund as of [●], 201[●] and its adjusted capitalization assuming the sale of [●] Shares at a price of $[●] per Share pursuant to the Rights offering, less the estimated offering expenses of approximately $[●], and the application of the estimated net proceeds from the offering. Assumes all Rights are exercised at the estimated Subscription Price of $[●] per Share. All of the Rights may not be exercised.

	As of [●], 201[●]
	Actual		As Adjusted

Short-Term Debt: Borrowings		[●]		[●]
Shareholders' Equity: Shares, $0.01 par value per Share		[●]		[●]
Additional paid-in capital		[●]		[●]
Distributions in excess of net investment income and net realized gain on investments		[●]		[●]
Net realized gain (loss) on investments		[●]		[●]
Net unrealized appreciation (depreciation) on investments		[●]		[●]
Net assets		[●]		[●]
Net asset value per Share		[●]		[●]

SPECIAL CHARACTERISTICS AND RISKS OF THE RIGHTS OFFERING

Risk is inherent in all investing. Therefore, before investing in the Shares you should consider the risks associated with such an investment carefully. See "Special Considerations and Risk Factors" in the Prospectus. The following summarizes some of the matters that you should consider before investing in the Fund through the Rights offering.

Dilution. If you do not exercise all of your Rights, you may own a smaller proportional interest in the Fund when the Rights offering is over. In addition, you will experience an immediate dilution of the aggregate NAV per Share if you do not participate in the Rights offering and will experience a reduction in the NAV per Share whether or not you exercise your Rights if the Subscription Price is below the Fund's NAV per Share on the Expiration Date, because:

·	the offered Shares are being sold at less than their current NAV;

·	you will indirectly bear the expenses of the Rights offering; and

·	the number of Shares outstanding after the Rights offering will have increased proportionately more than the increase in the amount of the Fund's net assets.

On the other hand, if the Subscription Price is above the Fund's NAV per Share on the Expiration Date, you may experience an immediate accretion of the aggregate NAV per Share even if you do not exercise your Rights and an immediate increase in the NAV per Share whether or not you participate in the offering, because:

·	the offered Shares are being sold at more than their current NAV after deducting the expenses of the Rights offering; and

·	the number of Shares outstanding after the Rights offering will have increased proportionately less than the increase in the amount of the Fund's net assets.

Furthermore, if you do not participate in the over-subscription privilege (if it is available), your percentage ownership may be further diluted. The Fund cannot state precisely the amount of any dilution because it is not known at this time what the NAV per Share will be on the Expiration Date or what proportion of the Rights will be exercised. The impact of the Rights offering on NAV per Share is shown by the following examples, assuming a $[●] Subscription Price:

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Scenario 1: (assumes NAV per Share is above Subscription Price)⁽¹⁾
NAV				[●]
Subscription Price				[●]
Reduction in NAV($)⁽²⁾				[●]
Reduction in NAV(%)				[●]

Scenario 2: (assumes NAV per Share is below Subscription Price)⁽¹⁾
NAV				[●]
Subscription Price				[●]
Increase in NAV($)⁽²⁾				[●]
Increase in NAV(%)				[●]

⁽¹⁾	Both examples assume the Rights offering is fully subscribed and the Fund, at the discretion of the Board, increases the number of Shares subject to subscription by up to [●]%. Actual amounts may vary due to rounding.
⁽²⁾	Assumes $[●] in estimated offering expenses.

Bexil Securities, the Fund's largest shareholder and an affiliate of the Investment Manager, could increase its percentage ownership in and control of the Fund through the exercise of its Rights and the over-subscription privilege.

Leverage. Leverage creates a greater risk of loss, as well as a potential for more gain, for the Shares than if leverage were not used. Immediately following the completion of the Rights offering, the Fund's amount of leverage outstanding is expected to decrease. The leverage of the Fund as of [●] was [●]%. Immediately following the completion of the Rights offering, assuming the Rights offering is fully subscribed and the Fund, at the discretion of the Board, increases the number of Shares subject to subscription by up to [●]%, the amount of leverage outstanding is expected to be eliminated; however, the Fund reserves the right to adjust leverage from time to time, and may increase the leverage of the Fund to the prior amount or more.

Borrowing for investment purposes creates an opportunity for increased return but, at the same time, involves special risk considerations. Borrowing increases the likelihood of greater volatility of NAV and market price of the Shares. If the return that the Fund earns on the additional securities purchased fails to cover the interest and fees incurred on the monies borrowed, the NAV of the Fund (and the return of the Fund) would be lower than if borrowing had not been incurred. In addition, when the Fund borrows at a variable interest rate, there is a risk that fluctuations in the interest rate may adversely affect the return to the Fund's shareholders. Interest payments and fees incurred in connection with such borrowings will reduce the amount of net income available for distribution to shareholders. There is no assurance that a borrowing strategy will be successful during any period in which it is employed.

Borrowing on a secured basis results in certain additional risks. Should securities that are pledged as collateral to secure the loan decline in value, the Fund may be required to pledge additional assets in the form of cash or securities to the lender to avoid liquidation of the pledged assets. In the event of a steep drop in the value of pledged securities, it might not be possible to liquidate assets quickly enough and this could result in mandatory liquidation of the pledged assets in a declining market at relatively low prices. Furthermore, the Investment Manager's ability to sell the pledged securities is limited by the terms of the CFA and a lending agreement with BNP Paribas Prime Brokerage, Inc., which may reduce the Fund's investment flexibility over the pledged securities. The rights of the lender to receive payments of interest on and repayments of principal will be senior to the rights of the Fund's shareholders.

Because the fee paid to the Investment Manager is calculated on the basis of the average weekly value of the Fund's total assets minus the sum of the Fund's liabilities, which liabilities exclude debt relating to leverage, short term debt and the aggregate liquidation preference of any outstanding preferred stock, the dollar amount of the management fee paid by the Fund to the Investment Manager will be higher (and the Investment Manager will benefit to that extent) when leverage is utilized. The Investment Manager will utilize leverage only if it believes such action would likely result in a net benefit to the Fund's shareholders after taking into account the higher fees and expenses associated with leverage (including higher management fees).

Increase in Share Price Volatility; Decrease in Share Price. The Rights offering may result in an increase in trading of the Shares, which may increase volatility in the market price of the Shares. The Rights offering may result in an increase in the number of shareholders wishing to sell their Shares, which would exert downward price pressure on the price of Shares.

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Under-Subscription. It is possible that the Rights offering will not be fully subscribed. Under-subscription of the Rights offering could have an impact on the net proceeds of the Rights offering and whether the Fund achieves any benefits.

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFERING

The discussion set forth herein does not constitute tax advice and potential investors are urged to consult their own tax advisers to determine the tax consequences to them of investing in the Fund.

Please refer to the "Certain Federal Income Tax Consequences" section in the Fund's Prospectus for a description of the consequences of investing in the Shares of the Fund. Special tax considerations relating to the Rights offering are summarized below.

A holder's receipt of Rights generally should not constitute a taxable event to the holder for federal income tax purposes, and the remainder of this section assumes that result. A holder's tax basis in Rights issued to it will be zero, unless either (1) the fair market value of the rights on the date they are issued is 15% or more of the value of the Shares with respect to which the Rights were issued ("Old Shares"), which the Fund does not expect, or (2) the holder elects to allocate to the Rights a portion of its basis in the Old Shares ("Election"). If either (1) or (2) applies, basis will be allocated in proportion to the relative fair market values of the Old Shares and the Rights on the date the Rights are issued. Basis will be allocated only when rights are exercised or sold. A holder who wishes to make the Election described in (2) must attach a statement to that effect to its income tax return for the taxable year in which the Rights are received. The Election will apply to all Rights the holder receives pursuant to the offering and, once made, will be irrevocable. If, as the Fund expects, the value of the Rights a holder receives is less than 15% of the value of its Old Shares, the holder should consult its own tax advisor regarding the advisability of making the Election. The Fund will not, however, make any determination regarding the fair market value of the Rights. The holding period of Rights will be the same as the holding period of the stock on which such Right was received.

A holder will not recognize taxable income on the exercise of Rights. A holder's basis in any Shares acquired on the exercise of Rights (a "New Share") will equal the sum of the basis, if any, in those Rights and the Subscription Price for the New Share. A holder's holding period for a New Share will begin with and include the date of exercise of the related Rights.

You should consult a tax advisor regarding the tax consequences of acquiring, holding, and exercising Rights, and of allowing Rights to expire, in your particular circumstances, as well as any tax consequences that may arise under the laws of any state, local, or foreign taxing jurisdiction.

LEGAL MATTERS

Certain legal matters will be passed upon by Godfrey & Kahn S.C., Madison, Wisconsin, counsel to the Fund in connection with the offering of the Fund's securities.

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DIVIDEND AND INCOME FUND

Up to [●] Shares of Beneficial Interest ($0.01 par value per Share)

Issuable Upon Exercise of Non-Transferable Rights to Subscribe for Shares

Prospectus Supplement

August 28, 2015

Filed pursuant to Rule 497(c)

Registration Nos. 333-203126 and 811-08747

DATED [●] 2015

PROSPECTUS SUPPLEMENT

To Prospectus dated August 28, 2015

DIVIDEND AND INCOME FUND

Up to [●] Shares of Beneficial Interest ($0.01 par value per Share)

Issuable Upon Exercise of Transferable Rights to Subscribe for Shares

Dividend and Income Fund (the "Fund") is issuing transferable subscription rights (the "Rights") to its shareholders of record as of 5:00 p.m., ET, on [●], entitling the holders of such Rights to subscribe for up to an aggregate of [●] shares of beneficial interest of the Fund (the "Shares").

The Fund's currently outstanding Shares are, and the Shares offered by this Prospectus Supplement and the accompanying Prospectus as well as the Rights issued hereunder will be, subject to notice of issuance, listed on the New York Stock Exchange ("NYSE") under the symbols "DNI" (for the Shares) and ["DNI RT"] (for the Rights). The last reported sale price of Shares, as reported by the NYSE on [●], was $[●] per Share. The net asset value ("NAV") per Share as of the close of business on [●] was $[●].

Any Shares issued as a result of the Rights offering will not be record date Shares for the Fund's quarterly distribution to be paid on [●] and will not be entitled to receive such distribution.

	Per Share		Total⁽⁴⁾
EstimatedSubscription Price⁽¹⁾	$	[●]	$	[●]
Estimated Underwriting Discounts and Commissions/Sales Load⁽²⁾		[●]		[●]
EstimatedProceeds,before expenses, to the Fund⁽³⁾	$	[●]	$	[●]

⁽¹⁾	Estimated on the basis of [●]% of the lower of the NAV per Share at the close of trading on [●] or the average of the volume weighted average sales price of a Share on the NYSE on [●] and the four preceding trading days. Rights holders will not know the subscription price at the time of exercise and will be required initially to pay for both the Shares subscribed for pursuant to the primary subscription and, if eligible, any additional Shares subscribed for pursuant to the over-subscription privilege at the estimated price of $[●] per Share.
⁽²⁾	[In connection with the Rights offering, [●] (the "Dealer Manager") will receive a fee for its financial structuring and solicitation services equal to [●]% of the aggregate subscription price per Share for each Share issued pursuant to the Rights offering. The Dealer Manager will reallow a part of its fees to other broker-dealers that have assisted in soliciting the exercise of the Rights.] Or [In connection with the Rights offering, Bexil Securities LLC, an affiliate of the Fund and the Investment Manager (the "Dealer Manager"), will provide financial structuring and solicitation services for which it will not receive any fees from the Fund.] Or [The Rights are being offered directly by the Fund without the services of an underwriter or sales agent.]
⁽³⁾	Offering expenses borne by the Fund [(including the reimbursements described below)] are estimated to be approximately $[●] in the aggregate, or $[●] per Share (assuming the Rights are fully exercised). After deduction of such expenses, the per Share and total proceeds to the Fund are estimated at $[●] and $[●], respectively. [The Fund has agreed to pay the Dealer Manager up to $[●] as a partial reimbursement for its expenses incurred in connection with the Rights offering. The Fund will also pay expenses relating to the printing or other production, mailing and delivery expenses incurred in connection with materials related to the Rights offering, including all reasonable out-of-pocket fees and expenses, if any and not to exceed $[●], incurred by the Dealer Manager and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Rights offering.] Offering expenses will be borne by the Fund and indirectly by all of its shareholders, including those who do not exercise their Rights.
⁽⁴⁾	Assumes that all Rights are exercised at the estimated subscription price. All of the Rights may not be exercised.

This Prospectus Supplement and the accompanying Prospectus set forth concisely information you should know before investing. Please read them carefully before investing and keep them for future reference. Additional information about the Fund, including a Statement of Additional Information dated [●] ("SAI"), has been filed with the Securities and Exchange Commission ("SEC") and is incorporated by reference in its entirety into the accompanying Prospectus. This Prospectus Supplement describes the specific details regarding this offering, including the method of distribution. If information in this Prospectus Supplement is inconsistent with the accompanying Prospectus or the SAI, you should rely on this Prospectus Supplement. You may obtain additional information about the Fund, including its SAI and annual and semi-annual reports, without charge (i) upon request, by calling 1-855-411-6432; (ii) on the Fund's website at http://www.DividendandIncomeFund.com; and (iii) on the SEC's website athttp://www.sec.gov. You may make any other shareholder inquiries by calling the Fund at 1-855-411-6432. The Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

The date of this Prospectus Supplement is August 28, 2015.

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS	R-1
SUMMARY OF THE TERMS OF THE RIGHTS OFFERING	R-1
DESCRIPTION OF THE RIGHTS OFFERING	R-4
FEES AND EXPENSES	R-11
FINANCIAL HIGHLIGHTS	R-12
USE OF PROCEEDS	R-14
MARKET PRICE INFORMATION	R-14
CAPITALIZATION	R-15
SPECIAL CHARACTERISTICS AND RISKS OF THE RIGHTS OFFERING	R-15
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFERING	R-17
PLAN OF DISTRIBUTION	R-17
LEGAL MATTERS	R-20

TABLE OF CONTENTS
PROSPECTUS

PROSPECTUS SUMMARY	1
FEES AND EXPENSES	14
FINANCIAL HIGHLIGHTS	15
USE OF PROCEEDS	18
THE FUND	18
INVESTMENT OBJECTIVES, POLICIES, AND STRATEGIES	18
SPECIAL CONSIDERATIONS AND RISK FACTORS	28
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS	36
MANAGEMENT OF THE FUND	37
CALCULATION OF NET ASSET VALUE PER SHARE	39
MARKET PRICE INFORMATION	39
DISTRIBUTION POLICY	40
DIVIDEND REINVESTMENT PLAN	42
CERTAIN FEDERAL INCOME TAX CONSEQUENCES	44
DESCRIPTION OF THE SECURITIES	47
CLOSED END FUND STRUCTURE	53
PLAN OF DISTRIBUTION	53
LEGAL MATTERS	54
ADDITIONAL INFORMATION	55
TABLE OF CONTENTS OF THE SAI	55

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

SUMMARY OF THE TERMS OF THE RIGHTS OFFERING


Terms of the Offering		Dividend and Income Fund (the "Fund") is issuing transferable subscription rights (the "Rights") to its shareholders of record as of 5:00 p.m., ET, on [●] (the "Record Date"), entitling the holders of such Rights to subscribe for up to an aggregate of [●] shares of beneficial interest of the Fund (the "Shares"). Holders of Shares on the Record Date ("Record Date Shareholders") will receive one Right for each Share held on the Record Date, rounded up to the nearest number of Rights evenly divisible by [●]. The Rights entitle their holders to purchase [●] new Share for every [●] Rights held. The Fund will not issue fractional Shares upon the exercise of fewer than [●] Rights. Assuming the exercise of all Rights, the offering will result in an approximately [●]% increase in the Fund's Shares outstanding. The Rights offering is not contingent upon any number of Rights being exercised. See "Description of the Rights Offering—Terms of the Rights Offering."

Subscription Price		The subscription price per Share (the "Subscription Price") will be based on a formula equal to [●]% of the lower of (i) the Fund's net asset value ("NAV") per Share, or (ii) the market price per Share. For this purpose, the NAV per Share will be determined as of the Expiration Date (defined below). The market price per Share will be the average of the volume weighted average sales price of a Share on the New York Stock Exchange ("NYSE") on the Expiration Date and the four preceding trading days. As of [●], the NAV per Share was [●] and the average of the volume weighted average sales price of a Share on the NYSE on [●] and the four preceding trading days was [●] for an estimated Subscription Price of [●] per Share. Because the Expiration Date is the last day of the Subscription Period, Rights holders will not know the actual Subscription Price at the time they exercise such Rights and will, therefore, be required initially to pay for both the Shares subscribed for pursuant to the primary subscription and, if eligible, any additional Shares subscribed for pursuant to the over-subscription privilege, at the estimated Subscription Price of $[●] per Share. See "Description of the Rights Offering—Terms of the Rights Offering."

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Subscription Period		Rights may be exercised at any time during the offering period (the "Subscription Period") which starts on [●], and ends at 5:00 p.m., ET, on [●] (the "Expiration Date"), unless the Rights offering is extended. See "Description of the Rights Offering—Terms of the Rights Offering" and "Description of the Rights Offering—Expiration of the Offering."

Notice of NAV Decline		As required by the SEC, the Fund will suspend the Rights offering until the Fund amends this Prospectus Supplement if, after [●] (the effective date of the Fund's registration statement relating to this offering), the Fund's NAV declines more than 10% from the Fund's NAV as of that date. In that event, the Expiration Date will be extended and the Fund will notify Record Date Shareholders of the decline and permit the Rights holders to cancel the exercise of their Rights. See "Description of the Rights Offering—Notice of Net Asset Value Decline."

Over-Subscription Privilege		Record Date Shareholders who fully exercise all Rights initially issued to them are entitled to buy those Shares, referred to as "Over-Subscription Shares," that were not purchased by other Rights holders at the same Subscription Price pursuant to the over-subscription privilege. If enough Over-Subscription Shares are available, all such requests will be honored in full. If the requests for Over-Subscription Shares exceed the Over-Subscription Shares available, the available Over-Subscription Shares will be allocated pro rata among those fully exercising Record Date Shareholders who over-subscribe based on the number of Rights originally issued to them by the Fund. Shares acquired pursuant to the over-subscription privilege are subject to allotment. Rights acquired in the secondary market may not participate in the over-subscription privilege. See "Description of the Rights Offering—Over-Subscription Privilege."

Method for Exercising Rights		Rights are evidenced by subscription certificates (each, a "Subscription Certificate") that will be mailed to Record Date Shareholders (except as described below with regard to Foreign Shareholders (as defined below)) or, if their Shares are held by Cede & Co. ("Cede") or any other depository or nominee, to Cede or such other depository or nominee. Rights may be exercised by completing and signing the Subscription Certificate and mailing it in the envelope provided, or otherwise delivering the completed and signed Subscription Certificate to the Subscription Agent, together with payment in full of the estimated Subscription Price for the Shares subscribed for. Completed Subscription Certificates and payments must be received by the Subscription Agent by 5:00 p.m., ET, on the Expiration Date at the offices of the Subscription Agent. Rights also may be exercised by contacting your broker, bank, trust company or other intermediary, which can arrange, on your behalf, to guarantee delivery of payment and of a properly completed and executed Subscription Certificate. A fee may be charged for this service by your broker, banker, trust company or other intermediary. In addition, your broker, bank, trust company or other intermediary may impose a deadline for exercising Rights earlier than 5:00 p.m., ET, on the Expiration Date. See "Description of the Rights Offering—Method for Exercising Rights" and "Description of the Rights Offering—Payment for Shares." Rights holders who have exercised their Rights will have no right to rescind their subscription after receipt by the Subscription Agent of the completed Subscription Certificate together with payment for Shares subscribed for.

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Sale or Transfer of Rights		The Rights will be admitted for trading on the NYSE under the symbol "[DNI RT]" during the course of the Rights offering. It is expected that trading in the Rights on the NYSE may be conducted until the close of trading on the NYSE on the last business day prior to the Expiration Date. The Fund will use its best efforts to seek to ensure that an adequate trading market for the Rights will exist, although there can be no assurance that a market for the Rights will develop. Assuming a market exists for the Rights, the Rights may be purchased and sold through usual brokerage channels or sold through the Subscription Agent (defined below). Record Date Shareholders who do not wish to exercise any or all of the Rights issued to them pursuant to the Rights offering may instruct the Subscription Agent to try to sell any unexercised Rights through or to the Dealer Manager (defined below). Subscription Certificates representing the Rights to be sold through or to the Dealer Manager must be received by the Subscription Agent by 5:00 p.m., ET, on [●] (or, if the subscription period is extended, by 5:00 p.m., ET, on the second business day prior to the extended Expiration Date). Alternatively, the Rights evidenced by a Subscription Certificate may be transferred until the Expiration Date in whole or in part by endorsing the Subscription Certificate for transfer in accordance with the accompanying instructions. A portion of the Rights evidenced by a single Subscription Certificate may be transferred by delivering to the Subscription Agent a Subscription Certificate properly endorsed for transfer, with instructions to register such portion of the Rights evidenced thereby in the name of the transferee and to issue a new Subscription Certificate to the transferee evidencing the transferred Rights. See "Description of the Rights Offering—Sale and Transferability of Rights."

Offering Expenses		The expenses of the Rights offering are expected to be approximately $[●]. The Fund will bear the expenses of the Rights offering and all such expenses will be borne indirectly by the Fund's shareholders, including those who do not exercise their Rights. These expenses include, but are not limited to, the Dealer Manager fee, reimbursement of the Dealer Manager, the expenses of preparing, printing and mailing the prospectus and Rights subscription materials, SEC registration fees, and the fees assessed by service providers (including the cost of the Fund's counsel and independent registered public accounting firm) in connection with the offering. See "Fees and Expenses" and "Plan of Distribution."

Use of Proceeds		The Fund estimates the total net proceeds of the offering to be approximately $[●]. This figure is based on the Subscription Price per Share of $[●] and assumes all Rights issued hereunder are exercised and that the expenses related to the offering estimated at approximately $[●] are paid. The Fund's investment manager, Bexil Advisers LLC (the "Investment Manager"), expects that it will initially invest the proceeds of the offering by reducing borrowings, if any, and investing the balance in high quality short-term debt securities, money market fund shares, or similar securities. The Investment Manager anticipates that the investment of the proceeds will be made in accordance with the Fund's investment objectives and policies as appropriate investment opportunities are identified, which is expected to substantially be completed within three months; however, changes in market conditions could result in the Fund's anticipated investment period extending to as long as six months. Depending on market conditions and operations, a portion of the cash held by the Fund, including any proceeds raised from the offering, may be used to pay distributions in accordance with the Fund's distribution policy. The Fund does not currently anticipate an increase in leverage immediately following the completion of the offering; however, the Fund reserves the right to adjust leverage from time to time. See "Use of Proceeds."

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Subscription Agent		[●] will act as the subscription agent for the Rights offering (the "Subscription Agent"). Inquiries regarding the Rights offering by holders of Rights should be directed to the Subscription Agent toll free at [●]. See "Description of the Rights Offering—Subscription Agent."

Dealer Manager		[●] will act as the dealer manager for the Rights offering (the "Dealer Manager"). See "Plan of Distribution."

Taxation		For U.S. federal income tax purposes, the receipt of Rights by a Record Date Shareholder should not be a taxable event. We urge you to consult your own tax advisor with respect to the particular tax consequences of the Rights offering. See "U.S. Federal Income Tax Consequences of the Offering."

Important Dates to Remember

EVENT		DATE

Record Date:		[●]
Subscription Period:		[●] through [●]⁽¹⁾
Final Date Rights Will Trade:		[●]⁽¹⁾
Expiration Date and Pricing Date:		[●]⁽¹⁾
Payment for Shares or Notice of Guarantees of Delivery Due:		[●]
Confirmation Mailed to Participants:		[●]
Final Payment for Shares Due:		[●]⁽²⁾

⁽¹⁾	Unless the Rights offering is extended.
⁽²⁾	Additional amount due (in the event the actual Subscription Price exceeds the estimated Subscription Price).

DESCRIPTION OF THE RIGHTS OFFERING

Terms of the Rights Offering

The Fund is issuing to Record Date Shareholders Rights to subscribe for up to an aggregate [●] of Shares of the Fund. Each Record Date Shareholder is being issued one transferable Right for each Share owned on the Record Date, rounded up to the nearest number of Rights evenly divisible by [●]. The Rights entitle the holder to purchase [●] new Share for each [●] Rights held. The Fund will not issue fractional Shares upon the exercise of fewer than [●] Rights. Assuming the exercise of all Rights, the offering will result in an approximately [●]% increase in the Fund's Shares outstanding. The Rights offering is not contingent upon any number of Rights being exercised. The Shares, once issued, will be listed on the NYSE under the symbol "DNI."

Rights may be exercised at any time during the Subscription Period prior to the Expiration Date, unless the Rights offering is extended. Rights will expire on the Expiration Date and thereafter may not be exercised. The Fund does not have the right to withdraw the Rights or to cancel the Rights offering after the Rights have been issued. Any Shares issued as a result of the Rights offering will not be record date shares for the Fund's quarterly distribution to be paid on [●] and will not be entitled to receive such distribution.

R-4

Subscription Agent has received a completed Subscription Certificate together with payment for the subscribed Shares, except under the circumstances described below under "―Notice of Net Asset Value Decline."

The Rights are transferable until the completion of the Subscription Period and will be admitted for trading on the NYSE under the symbol "[DNI RT]". It is expected that trading in the Rights on the NYSE may be conducted until the close of trading on the NYSE on the last business day prior to the Expiration Date. Assuming a market exists for the Rights, the Rights may be purchased and sold through usual brokerage channels and also sold through the Subscription Agent. No assurance can be given that a market for the Rights will develop. The method by which Rights may be transferred is set forth below under "―Sale and Transferability of Rights."

Expiration of the Offering

Notice of Net Asset Value Decline

Over-Subscription Privilege

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are willing to acquire pursuant to the over-subscription privilege. Rights acquired in the secondary market may not participate in the over-subscription privilege.

The formula to be used in allocating the Excess Shares is as follows:


Shareholder's Record Date Position	X	Excess Shares Remaining
Total Record Date Position of All Over-Subscribers	X

The Fund has been advised that the Investment Manager, its affiliates, and one or more of their officers, and trustees of the Fund's Board of Trustees may exercise some or all of the Rights initially issued to them, and may request additional Shares pursuant to the over-subscription privilege. An exercise of the over-subscription privilege by such persons will increase their proportionate voting power and share of the Fund's assets.

Method for Exercising Rights

R-6

Requirements for Foreign Shareholders. Subscription Certificates will not be mailed to shareholders whose addresses are outside the United States or who have an APO or FPO address (for these purposes, the United States includes the District of Columbia and the territories and possessions of the United States) ("Foreign Shareholders"). The Subscription Agent will send a letter via regular mail to Foreign Shareholders to notify them of the Rights offering. The Rights of Foreign Shareholders will be held by the Subscription Agent for their accounts until instructions are received to exercise the Rights, subject to applicable law. If instructions have not been received by 5:00 p.m., ET, on [●], [●] business days prior to the Expiration Date (or, if the Subscription Period is extended, on or before the [●] business day prior to the extended Expiration Date), the Rights of Foreign Shareholders will be transferred by the Subscription Agent to the Dealer Manager, who will either purchase the Rights or use its best efforts to sell the Rights. The net proceeds, if any, from the sale of those Rights by or to the Dealer Manager will be remitted to those Foreign Shareholders.

Subscription Agent

[●] will serve as the Fund's Subscription Agent in connection with the Rights offering. The Subscription Agent will receive from the Fund an amount estimated to be $[●], comprised of the fee for its services and the reimbursement for certain expenses related to the Rights offering. The fees and expenses of the Subscription Agent are included in the fees and expenses of the Rights offering and, therefore, will be borne by the Fund and indirectly by all shareholders, including those who do not exercise their Rights. Inquiries regarding the Rights offering should be directed to the Subscription Agent toll free at [●].

Subscription Certificate Delivery Method	Address/Number
Notice of Guaranteed Delivery:	Contact your broker-dealer, trust company, bank or other nominee to notify the Fund of your intent to exercise the Rights.

First Class Mail Only (No Express Mail or Overnight Courier):	[●]

Express Mail or Overnight Courier:	[●]

Payment for Shares

Rights holders who wish to acquire Shares pursuant to the primary subscription and the over-subscription privilege may choose between the following methods of payment:

R-7

pursuant to the over-subscription privilege, to the Subscription Agent based upon an estimated Subscription Price of $[●] per Share. A subscription will be accepted when payment, together with the executed Subscription Certificate, is received by the Subscription Agent at one of the addresses set forth under "—Subscription Agent." The payment and the properly completed and executed Subscription Certificate must be received by the Subscription Agent by 5:00 p.m., ET, on the Expiration Date. The Subscription Agent will deposit all checks received by it for the purchase of Shares into a segregated account of the Fund pending proration and distribution of Shares. A payment pursuant to this method must be in U.S. dollars by check drawn on a bank located in the United States, must be payable to "Dividend and Income Fund" and must accompany a properly completed and executed Subscription Certificate for such subscription to be accepted.

On the confirmation date, which will be [●] business days following the Expiration Date (the "Confirmation Date"), a confirmation will be sent by the Subscription Agent to each Rights holder exercising its Rights (or, if a Rights holder's Shares are held by DTC or any other depository or nominee, to DTC and/or that other depository or nominee) showing (i) the number of Shares acquired during the Subscription Period, (ii) the number of Shares, if any, acquired pursuant to the over-subscription privilege, (iii) the per Share and total purchase price for the Shares, and (iv) any additional amount payable to the Fund by the Rights holder or any excess to be refunded by the Fund to the Rights holder, in each case based on the Subscription Price as determined on the Expiration Date. Any additional payment required from a Rights holder must be received by the Subscription Agent within [●] business days after the Confirmation Date (unless the subscription period is extended). Any excess payment to be refunded by the Fund to a Rights holder will be mailed by the Subscription Agent to such Rights holder as promptly as practicable. All payments by a Rights holder must be in U.S. dollars by check drawn on a bank located in the United States and payable to "Dividend and Income Fund."

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irregularities have been waived or cured within such time as the Fund determines in its sole discretion. The Fund will not be under any duty to give notification of any defect or irregularity in connection with the submission of Subscription Certificates or incur any liability for failure to give such notification.

Sale and Transferability of Rights

The Rights will be admitted for trading on the NYSE under the symbol "[DNI RT]" during the course of the Rights offering. It is expected that trading in the Rights on the Exchange may be conducted until the close of trading on the NYSE on the last business day prior to the Expiration Date. The Fund will use its best efforts to seek to ensure that an adequate trading market for the Rights will exist, although there can be no assurance that a market for the Rights will develop. Assuming a market exists for the Rights, the Rights may be purchased and sold through usual brokerage channels or sold through the Subscription Agent.

Sales through the Subscription Agent and the Dealer Manager. Record Date Shareholders who do not wish to exercise any or all of the Rights issued to them may instruct the Subscription Agent to try to sell any unexercised Rights through or to the Dealer Manager. Subscription Certificates representing the Rights to be sold through or to the Dealer Manager must be received by the Subscription Agent by 5:00 p.m., ET, on [●] (or, if the subscription period is extended, by 5:00 p.m., ET, on the [●] business day prior to the extended Expiration Date). Upon the timely receipt by the Subscription Agent of appropriate instructions to sell Rights, the Subscription Agent will ask the Dealer Manager either to purchase them or to use its best efforts to complete their sale, and the Subscription Agent will remit the proceeds of the sale to the selling Rights holder. If the Rights are sold, sales of those Rights will be deemed to have been effected at the weighted average price received by the Dealer Manager on the day those Rights are sold. The sale price of any Rights sold to the Dealer Manager will be based upon the then-current market price for the Rights. The Dealer Manager will also attempt to sell all Rights that remain unclaimed as a result of Subscription Certificates being returned by the postal authorities to the Subscription Agent as undeliverable as of the [●] business day prior to the Expiration Date. The Subscription Agent will hold the proceeds from those sales for the benefit of those non-claiming shareholders until the proceeds are either claimed or escheated to the state. There can be no assurance that the Dealer Manager will purchase or be able to complete the sale of any Rights, and neither the Fund nor the Dealer Manager has guaranteed any minimum sale price for the Rights. If a Record Date Shareholder does not utilize the services of the Subscription Agent and chooses to use another broker-dealer or other financial institution to sell Rights issued to that shareholder, then the other broker-dealer or financial institution may charge a fee to sell the Rights.

Other Transfers. The Rights evidenced by a Subscription Certificate may be transferred in whole by endorsing the Subscription Certificate for transfer in accordance with the instructions accompanying the Subscription Certificate. A portion of the Rights evidenced by a single Subscription Certificate may be transferred by delivering to the Subscription Agent a Subscription Certificate properly endorsed for transfer, with instructions to register such portion of the Rights evidenced thereby in the name of the transferee and to issue a new Subscription Certificate to the transferee evidencing the transferred Rights. If this occurs, a new Subscription Certificate evidencing the balance of the Rights, if any, will be issued to the Record Date Shareholder or, if the Record Date Shareholder so instructs, to an additional transferee. The signature on the Subscription Certificate must correspond with the name as written upon the face of the Subscription Certificate in every particular, without alteration or enlargement, or any other change. A signature guarantee must be provided by an "eligible guarantor institution" (as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended), subject to the standards and procedures adopted by the Fund.

Record Date Shareholders wishing to transfer all or a portion of their Rights should allow at least [●] business days prior to the Expiration Date for: (i) the transfer instructions to be received and processed by the Subscription Agent; (ii) a new Subscription Certificate to be issued and transmitted to the transferee or transferees with respect to transferred Rights and to the transferor with respect to retained Rights, if any; and (iii) the Rights evidenced by the new Subscription Certificate to be exercised or sold by the recipients of the Subscription Certificate. Neither the Fund nor the Subscription Agent nor the Dealer Manager shall have any liability to a transferee or transferor of Rights if Subscription Certificates are not received in time for exercise or sale prior to the Expiration Date.

Except for the fees charged by the Subscription Agent and the Dealer Manager (which are expected to be paid from the proceeds of the Rights offering by the Fund), all commissions, fees, and other expenses (including brokerage commissions and transfer taxes) incurred or charged in connection with the purchase, sale or transfer of Rights will be for the account of the transferor of the Rights, and none of these commissions, fees, or other expenses will be paid by the Fund, the Subscription Agent, or the Dealer Manager. Rights holders who wish to purchase, sell, exercise, or transfer Rights through

R-9

a broker, bank, or other party should first inquire about any fees and expenses that the holder will incur in connection with the transactions.

The Fund anticipates that the Rights will be eligible for transfer through, and that the exercise of the primary subscription and the over-subscription may be effected through, the facilities of DTC or the Subscription Agent until 5:00 p.m., ET, on the Expiration Date. Your broker, bank, trust company, or other intermediary may impose a deadline for transferring Rights earlier than 5:00 p.m., ET, on the Expiration Date.

Employee Benefit Plan Considerations

ERISA contains fiduciary responsibility requirements, and ERISA and the Code contain prohibited transaction rules that may impact the exercise or transfer of Rights. Due to the complexity of these rules and the penalties for non-compliance, Plans should consult with their counsel regarding the consequences of their exercise or transfer of Rights under ERISA and the Code.

R-10

FEES AND EXPENSES

The following table contains information about the costs and expenses that shareholders will bear directly or indirectly, as a result of the Rights offering. The table is based on the capital structure of the Fund as of [●] (except as noted below) after giving effect to the Rights offering, assuming that the Rights offering is fully subscribed resulting in the receipt of net proceeds of $[●]. If the Fund issues fewer Shares and the net proceeds to the Fund are less, all other things being equal, the total annual expenses shown would increase. The purpose of the table and the example below is to help you understand the fees and expenses that you, as a holder of Shares, would bear directly or indirectly.

Shareholder Transaction Expenses
Sales Load (as a percentage of estimated Subscription Price)⁽¹⁾	[●]%
Offering Expenses (as a percentage of estimated Subscription Price)⁽²⁾	[●]%
Dividend Reinvestment Plan Fees⁽³⁾	None
Annual Expenses (as a percentage of net assets attributable to Shares)
Management Fees⁽⁴⁾	[●]%
Interest Payments on Borrowed Funds⁽⁵⁾	[●]%
Other Expenses⁽⁶⁾	[●]%
Total Annual Fund Operating Expenses	[●]%

⁽¹⁾[In connection with the Rights offering, the Dealer Manager will receive a fee for its financial structuring and solicitation services equal to [●]% of the aggregate Subscription Price per Share for each Share issued pursuant to the Rights offering. The Dealer Manager will reallow a part of its fees to other broker-dealers that have assisted in soliciting the exercise of the Rights.] Or [In connection with the Rights offering, Bexil Securities LLC, an affiliate of the Fund and the Investment Manager, will provide financial structuring and solicitation services for which it will not receive any fees from the Fund. Bexil Securities currently owns [●]% of the Fund's Shares.] Or [The Rights are being offered directly by the Fund without the services of an underwriter or sales agent.]

⁽²⁾Offering expenses borne by the Fund [(including the reimbursements described below)] are estimated to be approximately $[●] in the aggregate, or $[●] per Share. [The Fund has agreed to pay the Dealer Manager up to $[●] as a partial reimbursement for its expenses incurred in connection with the Rights offering. The Fund will also pay expenses relating to the printing or other production, mailing and delivery expenses incurred in connection with materials related to the Rights offering, including all reasonable out-of-pocket fees and expenses, if any and not to exceed $[●], incurred by the Dealer Manager and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Rights offering.]

⁽³⁾See "Dividend Reinvestment Plan" in the accompanying Prospectus.

Example

1 Year	3 Years	5 Years	10 Years
$[●]	$[●]	$[●]	$[●]

R-11

FINANCIAL HIGHLIGHTS

Bexil Advisers LLC became the Fund's Investment Manager effective February 1, 2011.

	For the Years Ended December 31,				For the Years Ended November 30,
Per Share Operating Performance (for a share outstanding throughout each period)	2014	2013	2012	One Month Ended Dec. 31, 2011⁽¹⁾	2011	2010	2009	2008	2007	2006	2005

Net asset value, beginning of period	$17.20	$15.53	$15.48	$16.88	$17.36	$16.76	$14.68	$32.64	$38.20	$34.60	$35.84

Income from investment operations:⁽²⁾
Net investment income	0.34	0.40	0.56	0.08	0.96	0.80	0.84	2.24	3.20	2.52	2.44
Net realized and unrealized gain (loss) on investments	0.76	4.12	1.13	0.20	(0.08)	1.44	2.88	(16.76)	(5.20)	4.80	0.32
Total income from investment operations	1.10	4.52	1.69	0.28	0.88	2.24	3.72	(14.52)	(2.00)	7.32	2.76

Less distributions:
Net investment income	(1.63)	(1.16)	(0.56)	(0.08)	(0.92)	(1.40)	(1.56)	(2.36)	(3.36)	(3.72)	(2.12)
Capital gains	--	--	--	--	--	--	--	--	--	--	(0.04)
Return of capital	--	(0.47)	(1.07)	(0.32)	(0.44)	(0.24)	(0.08)	(1.08)	(0.20)	--	(1.84)
Total distributions	(1.63)	(1.63)	(1.63)	(0.40)	(1.36)	(1.64)	(1.64)	(3.44)	(3.56)	(3.72)	(4.00)

Fund share transactions:
Effect of reinvestment of dividends	(0.01)	(0.01)	(0.01)	--*	--*	--*	--	--	--	--	--
Decrease in net asset value from rights offering	--	(1.21)	--	(1.28)	--	--	--	--	--	--	--
Total Fund share transactions	(0.01)	(1.22)	(0.01)	(1.28)	--	--	--	--	--	--	--
Net asset value, end of period⁽³⁾	$16.66	$17.20	$15.53	$15.48	$16.88	$17.36	$16.76	$14.68	$32.64	$38.20	$34.60
Market value, end of period	$15.12	$15.11	$13.53	$13.72	$13.84	$16.92	$14.60	$10.40	$29.40	$39.12	$42.80

R-12

	For the Years Ended December 31,				For the Years Ended November 30,
Per Share Operating Performance (for a share outstanding throughout each period)	2014	2013	2012	One Month Ended Dec. 31, 2011⁽¹⁾	2011	2010	2009	2008	2007	2006	2005

Total Return⁽⁴⁾
Based on net asset value	7.28%	23.35%	12.67%	(5.52)%	5.61%	14.55%	29.42%	(47.75)%	(6.05)%	22.51%	8.19%
Based on market value	10.83%	24.38%	10.75%	2.13%	(11.15)%	28.17%	59.14%	(58.90)%	(17.19)%	0.36%	18.14%

Ratios/Supplemental Data: ⁽⁵⁾
Net assets, end of period (000's omitted)	$144,280	$148,081	$93,951	$93,123	$71,329	$73,322	$70,853	$62,022	$137,953	$160,613	$144,352

Ratios to average net assets of:
Total expenses ⁽⁶⁾	1.55%	1.87%	2.57%	2.09%**	2.02%	2.63%	3.01%	3.62%	3.75%	3.69%	3.04%
Net expenses ⁽⁷⁾	1.55%	1.87%	2.57%	2.09%**	2.00%	2.50%	2.89%	3.47%	3.62%	3.55%	4.55%
Net expenses excluding interest expense and fees on bank credit facility	1.47%	1.72%	2.30%	1.78%**	1.73%	N/A	N/A	N/A	N/A	N/A	N/A
Total expenses excluding commercial paper, interest expense and fees ⁽⁸⁾	N/A	N/A	N/A	N/A	N/A	2.20%	2.03%	1.91%	1.70%	1.71%	1.73%
Net expenses excluding commercial paper, interest expense and fees ⁽⁸⁾	N/A	N/A	N/A	N/A	N/A	2.07%	1.91%	1.76%	1.56%	1.57%	1.59%
Commercial paper fees and interest expense ⁽⁸⁾	N/A	N/A	N/A	N/A	N/A	0.43%	0.98%	1.71%	2.06%	1.98%	1.31%
Net investment income	1.94%	2.38%	3.56%	6.28%**	5.44%	4.73%	5.43%	8.62%	8.52%	6.96%	7.00%

Portfolio turnover rate	52%	45%	13%	0%	24%	51%	73%	54%	74%	96%	80%

Leverage Analysis (000's omitted):
Outstanding loan balance under the bank credit facility, end of period	$17,284	$21,346	$21,348	$17,815	$18,209	$20,000	N/A	N/A	N/A	N/A	N/A
Aggregate amount of commercial paper outstanding, end of period	N/A	N/A	N/A	N/A	N/A	N/A	$10,000	$10,000	$55,000	$55,000	$55,000
Average daily balance of amortized cost of commercial paper outstanding, end of period⁽⁸⁾	N/A	N/A	N/A	N/A	N/A	N/A	$ 9,960	$47,921	$54,790	$54,659	$54,794
Asset coverage per $1,000, end of period	$ 9,347	$ 7,937	$ 5,401	$ 6,227	$ 4,917	$ 4,666	$ 7,425	$15,880	$ 3,903	$ 3,980	$ 3,679

⁽¹⁾The Fund changed its fiscal year from November 30 to December 31, effective December 31, 2011.

⁽²⁾The per share amounts were calculated using the average number of Shares outstanding during the period.

⁽³⁾

		For the Years Ended November 30,
	One Month Ended Dec 31, 2011⁽¹⁾	2011	2010	2009	2008	2007	2006	2005

Net asset value	$3.87	$4.22	$4.34	$4.19	$ 3.67	$8.16	$9.55	$8.65
Market value	$3.43	$3.46	$4.23	$3.65	$ 2.60	$7.35	$9.78	$10.70

⁽⁴⁾

⁽⁵⁾Expenses and income ratios do not include expenses incurred by the acquired funds in which the Fund invests.

⁽⁶⁾"Total expenses" are the expenses of the Fund as presented in the Statement of Operations before fee waivers.

⁽⁷⁾"Net expenses" are the expenses of the Fund presented in the Statement of Operations after fee waivers.

⁽⁸⁾Effective April 26, 2010, the Fund replaced its commercial paper program with a bank line of credit facility.

*	Less than $0.01 per share.

**	Annualized.

N/A means not applicable.

R-13

USE OF PROCEEDS

The Fund estimates the total net proceeds of the Rights offering to be approximately $[●], based on the estimated Subscription Price per Share of $[●], assuming all new Shares offered are sold and that the expenses related to the Rights offering estimated at approximately $[●] are paid.

MARKET PRICE INFORMATION

Quarter Ended		High Sales Price		High Net Asset Value	Premium (Discount) to High NAV		Low Sales Price		Low Net Asset Value	Premium (Discount) to Low NAV	Trading Volume

03/31/13	$	15.36	$	17.28	(11.11)%	$	13.79	$	15.86	(13.22)%	1,930,204
06/30/13	$	16.74	$	18.48	(7.57)%	$	15.15	$	17.03	(11.30)%	2,248,137
09/30/13	$	16.63	$	18.38	(9.26)%	$	14.16	$	17.42	(19.86)%	3,787,715
12/31/13	$	15.18	$	17.71	(10.97)%	$	13.96	$	16.17	(13.67)%	3,360,220
3/31/14	$	15.99	$	17.39	(7.89)%	$	14.68	$	16.21	(9.44)%	2,598,206
6/30/14	$	16.52	$	18.16	(8.98)%	$	15.24	$	17.05	(10.62)%	2,701,895
9/30/14	$	16.83	$	17.96	(5.18)%	$	15.81	$	16.97	(8.77)%	3,350,896
12/31/14	$	16.61	$	17.85	(1.77)%	$	14.73	$	15.91	(7.53)%	3,384,272
3/31/15	$	15.75	$	17.21	(8.48)%	$	14.77	$	16.28	(9.28)%	2,199,836

On [●], 201[●], the last reported sales price of the Shares on the NYSE was $[●] and the NAV per Share was $[●], representing a [premium/discount] from NAV per Share of [●]%.

R-14

CAPITALIZATION

The following table sets forth the unaudited capitalization of the Fund as of [●], 201[●] and its adjusted capitalization assuming the sale of [●] Shares at a price of $[●] per Share pursuant to the Rights offering, less the Dealer Manager fee and estimated offering expenses of approximately $[●], and the application of the estimated net proceeds from the offering. Assumes all Rights are exercised at the estimated Subscription Price of $[●] per Share. All of the Rights may not be exercised.

	As of [●], 201[●]
	Actual		As Adjusted

Short-Term Debt: Borrowings		[●]		[●]
Shareholders' Equity: Shares, $0.01 par value per Share		[●]		[●]
Additional paid-in capital		[●]		[●]
Distributions in excess of net investment income and net realized gain on investments		[●]		[●]
Net realized gain (loss) on investments		[●]		[●]
Net unrealized appreciation (depreciation) on investments		[●]		[●]
Net assets		[●]		[●]
Net asset value per Share		[●]		[●]

SPECIAL CHARACTERISTICS AND RISKS OF THE RIGHTS OFFERING

· the offered Shares are being sold at less than their current NAV;

· you will indirectly bear the expenses of the Rights offering; and

· the number of Shares outstanding after the Rights offering will have increased proportionately more than the increase in the amount of the Fund's net assets.

· the offered Shares are being sold at more than their current NAV after deducting the expenses of the Rights offering; and

· the number of Shares outstanding after the Rights offering will have increased proportionately less than the increase in the amount of the Fund's net assets.

R-15


Scenario 1: (assumes NAV per Share is above Subscription Price)⁽¹⁾
NAV				[●]
Subscription Price				[●]
Reduction in NAV($)⁽²⁾				[●]
Reduction in NAV(%)				[●]

Scenario 2: (assumes NAV per Share is below Subscription Price)⁽¹⁾
NAV				[●]
Subscription Price				[●]
Increase in NAV($)⁽²⁾				[●]
Increase in NAV(%)				[●]

⁽¹⁾Both examples assume the Rights offering is fully subscribed Actual amounts may vary due to rounding.

⁽²⁾Assumes $[●] in estimated offering expenses.

If you do not wish to exercise your Rights, you should consider selling them as set forth in this Prospectus Supplement. Any cash you receive from selling your Rights may serve as partial compensation for any possible dilution of your interest in the Fund. The Fund cannot give assurance, however, that a market for the Rights will develop or that the Rights will have any marketable value.

Leverage. Leverage creates a greater risk of loss, as well as a potential for more gain, for the Shares than if leverage were not used. Immediately following the completion of the Rights offering, the Fund's amount of leverage outstanding is expected to decrease. The leverage of the Fund as of [●] was [●]%. Immediately following the completion of the Rights offering, assuming the Rights offering is fully subscribed, the amount of leverage outstanding is expected to be eliminated; however, the Fund reserves the right to adjust leverage from time to time, and may increase the leverage of the Fund to the prior amount or more.

R-16

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFERING

The discussion set forth herein does not constitute tax advice and potential investors are urged to consult their own tax advisers to determine the tax consequences to them of investing in the Fund.

The basis of a Right purchased in the market will generally be its purchase price.

A holder who sells the Rights will recognize a gain or loss equal to the difference between the amount realized on the sale and the holder's tax basis, if any, in the Rights as described above.

Holders who receive Rights in the offering with respect to their Shares with a tax basis of zero, as determined above, and who allow such Rights to expire unexercised will not recognize any gain or loss, and no adjustment will be made to the basis of the holder's Shares. If a Right that has been purchased in the market expires unexercised, the holder will recognize a loss equal to the basis of the Right.

PLAN OF DISTRIBUTION

[if unaffiliated dealer manager will be used]

[●], which is a broker-dealer and member of the Financial Industry Regulatory Authority, will act as dealer manager for the Rights offering (the "Dealer Manager"). Under the terms and subject to the conditions contained in the agreement between the Dealer Manager and the Fund (the "Dealer Manager Agreement"), the Dealer Manager will provide financial structuring and solicitation services in connection with the Rights offering and will solicit the exercise of Rights and

R-17

participation in the over-subscription privilege. The Rights offering is not contingent upon any number of Rights being exercised. The Dealer Manager will also be responsible for forming and managing a group of selling broker-dealers (each, a "Selling Group Member" and collectively, the "Selling Group Members"), whereby each Selling Group Member will enter into an agreement with the Dealer Manager to solicit the exercise of Rights and to sell Shares purchased by the Selling Group Member from the Dealer Manager.

The Fund has agreed to indemnify the Dealer Manager for losses arising out of certain liabilities, including liabilities under the Securities Act. The Dealer Manager Agreement also provides that the Dealer Manager will not be subject to any liability to the Fund in rendering the services contemplated by the Dealer Manager Agreement, except for any act of bad faith, willful misconduct or gross negligence of the Dealer Manager or reckless disregard by the Dealer Manager of its obligations and duties under the Dealer Manager Agreement.

Record Date Shareholders who do not wish to exercise any or all of their Rights may instruct the Subscription Agent to try to sell any Rights they do not intend to exercise themselves. Subscription certificates evidencing the Rights to be sold by the Subscription Agent must be received by the Subscription Agent on or before [●] p.m., ET, on [●], 201[●] (or, if the subscription period is extended, on or before [●] p.m., ET, [●] business days prior to the extended Expiration Date). Upon the timely receipt by the Subscription Agent of appropriate instructions to sell Rights, the Subscription Agent will ask the Dealer Manager if it will purchase the Rights. If the Dealer Manager purchases the Rights, the sales price paid by the Dealer Manager will be based upon the then current market price for the Rights. The proceeds from each of such sales to the Dealer Manager will be remitted to the Subscription Agent, which will hold such proceeds in an account segregated from the Subscription Agent's own funds pending distribution to each selling Record Date Shareholder. It is expected that following each such sale of Rights to the Dealer Manager, the proceeds from each such sale will be received by the Subscription Agent within [●] business days of the sale and that the proceeds will then be remitted to the selling Record Date Shareholder within [●] business days of receipt by the Subscription Agent.

If the Dealer Manager declines to purchase the Rights of a Record Date Shareholder that have been duly submitted to the Subscription Agent for sale, the Subscription Agent will attempt to sell such Rights in the open market. If the Rights can be sold in such manner, all of such sales will be deemed to have been effected at the weighted-average price of all Rights sold by the Subscription Agent in such open market transactions throughout the subscription period. The proceeds from such sales will be held by the Subscription Agent in an account segregated from the Subscription Agent's own funds pending distribution to the selling Record Date Shareholders. It is expected that the proceeds of such open market sales will be remitted by the Subscription Agent to the selling Record Date Shareholders within [●] business days following the Expiration Date. The Subscription Agent will also attempt to sell (either to the Dealer Manager or in open market transactions as described above) all Rights which remain unclaimed as a result of subscription certificates being returned by the postal authorities to the Subscription Agent as undeliverable as of the [●] business day prior to the Expiration Date. The Subscription Agent will hold the proceeds from those sales in an account segregated from the Subscription Agent's own funds for the benefit of such non-claiming Record Date Shareholders until such proceeds are either claimed or escheated to the State of Delaware. There can be no assurance that the Subscription Agent will be able to sell any Rights, and neither the Fund nor the Subscription Agent has guaranteed any minimum sales price for the Rights. If a Record Date Shareholder does not utilize the services of the Subscription Agent and chooses to use another broker-dealer or other financial institution to sell Rights, then the other broker-dealer or financial institution may charge a fee to sell the Rights.

Pursuant to the Dealer Manager Agreement, the Fund has agreed to pay the Dealer Manager a fee for its financial structuring and solicitation services equal to [●]% of the aggregate Subscription Price for Shares issued pursuant to the Rights offering. The Dealer Manager will reallow to Selling Group Members in the Selling Group to be formed and managed by the Dealer Manager selling fees equal to [●]% of the Subscription Price for each Share issued pursuant to the Rights offering as a result of their selling efforts. In addition, the Fund has agreed to pay the Dealer Manager an amount up to $[●] as a partial reimbursement of its expenses incurred in connection with the Rights offering. The fees described above are one-time fees payable on each date on which the Fund issues Shares after the Expiration Date with respect to the Dealer Manager, and on or before the [●] business day following the day the Fund issues Shares after the Expiration Date with respect to a Selling Group Member. The Fund will also pay expenses relating to the printing or other production, mailing and delivery expenses incurred in connection with materials related to the Rights offering, including all reasonable out-of-pocket fees and expenses, if any, incurred by the Dealer Manager, Selling Group Members, and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Rights offering to their customers. In connection with the purchase of Rights and sale of Shares by the Dealer Manager, the Dealer Manager may realize profits or losses in addition to and independent of any fees described above. While such profits or losses are difficult to quantify prior to the commencement of the Subscription Period, they are not expected to be material. No other fees will be payable by the Fund or the Investment Manager to the Dealer Manager in connection with the Rights offering.

R-18

The principal business address of the Dealer Manager is [●].

[if affiliated dealer manager will be used]

Bexil Securities LLC, which is a broker-dealer and member of the Financial Industry Regulatory Authority, will act as dealer manager for the Rights offering (the "Dealer Manager"). The Dealer Manager is an affiliate of the Fund and the Investment Manager. Under the terms and subject to the conditions contained in the agreement between the Dealer Manager and the Fund (the "Dealer Manager Agreement"), the Dealer Manager will provide financial structuring and solicitation services in connection with the Rights offering and will solicit the exercise of Rights and participation in the over-subscription privilege. The Rights offering is not contingent upon any number of Rights being exercised.

If the Dealer Manager declines to purchase the Rights of a Record Date Shareholder that have been duly submitted to the Subscription Agent for sale, the Subscription Agent will attempt to sell such Rights in the open market. If the Rights can be sold in such manner, all of such sales will be deemed to have been effected at the weighted-average price of all Rights sold by the Subscription Agent in such open market transactions throughout the subscription period. The proceeds from such sales will be held by the Subscription Agent in an account segregated from the Subscription Agent's own funds pending distribution to the selling Record Date Shareholders. It is expected that the proceeds of such open market sales will be remitted by the Subscription Agent to the selling Record Date Shareholders within [●] business days following the Expiration Date. The Subscription Agent will also attempt to sell (either to the Dealer Manager or in open market transactions as described above) all Rights which remain unclaimed as a result of subscription certificates being returned by the postal authorities to the Subscription Agent as undeliverable as of the [●] business day prior to the Expiration Date. The Subscription Agent will hold the proceeds from those sales in an account segregated from the Subscription Agent's own funds for the benefit of such non-claiming Record Date Shareholders until such proceeds are either claimed or revert to the state. There can be no assurance that the Subscription Agent will be able to sell any Rights, and neither the Fund nor the Subscription Agent has guaranteed any minimum sales price for the Rights. If a Record Date Shareholder does not utilize the services of the Subscription Agent and chooses to use another broker-dealer or other financial institution to sell Rights, then the other broker-dealer or financial institution may charge a fee to sell the Rights.

The Fund will not pay the Dealer Manager a fee for its financial structuring and solicitation services. However, the Fund has agreed to pay the Dealer Manager an amount up to $[●] as a partial reimbursement of its expenses incurred in connection with the Rights offering. The Fund will also pay expenses relating to the printing or other production, mailing, and delivery expenses incurred in connection with materials related to the Rights offering, including all reasonable out-of-pocket fees and expenses incurred by other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Rights offering to their customers. The Dealer Manager may realize profits or losses in connection with its purchase of Rights and sale of Shares. While such profits or losses are difficult to quantify prior to the commencement of the Subscription Period, they are not expected to be material. No other fees or expenses will be payable by the Fund or the Investment Manager to the Dealer Manager in connection with the Rights offering.

The principal business address of the Dealer Manager is 11 Hanover Square, New York, New York 10005.

R-19

[if no dealer manager will be used, this section can be omitted]

LEGAL MATTERS

Certain legal matters will be passed upon by Godfrey & Kahn S.C., Madison, Wisconsin, counsel to the Fund in connection with the offering of the Fund's securities.

R-20

DIVIDEND AND INCOME FUND

Up to [●] Shares of Beneficial Interest ($0.01 par value per Share)

Issuable Upon Exercise of Transferable Rights to Subscribe for Shares

Prospectus Supplement

August 28, 2015

R-21

Filed pursuant to Rule 497(c)

Registration Nos. 333-203126 and 811-08747

DATED [●] 2015

PROSPECTUS SUPPLEMENT

To Prospectus dated August 28, 2015

DIVIDEND AND INCOME FUND

Up to [●] Shares of Beneficial Interest ($0.01 par value per Share)

Dividend and Income Fund (the "Fund") is offering for sale up to [●] shares of beneficial interest ("Shares"), each having a par value of $0.01 per share. The Fund has entered into a sales agreement (the "Sales Agreement") with [●] (the "Sales Agent") relating to the Shares offered by this Prospectus Supplement and accompanying Prospectus. In accordance with the terms of the Sales Agreement, the Fund may offer and sell the Shares from time to time through the Sales Agent as its agent for the offer and sale of the Shares.

The Fund's currently outstanding Shares are, and the Shares offered by this Prospectus Supplement and the accompanying Prospectus will be, subject to notice of issuance, listed on the New York Stock Exchange ("NYSE") under the symbol "DNI." The last reported sale price of Shares, as reported by the NYSE on [●], was $[●] per Share. The net asset value ("NAV") per Share as of the close of business on [●] was $[●].

Sales of the Shares, if any, under this Prospectus Supplement and the accompanying Prospectus will be made in transactions on the NYSE that are deemed to be "at the market" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The minimum price on any day at which the Shares may be sold will not be less than the current NAV per Share, plus the per Share amount of the commission to be paid to the Sales Agent (the "Minimum Price"). The Fund will determine whether any sales of Shares will be authorized on a particular day; however, the Fund will not authorize the sale of Shares if the per Share price of the Shares is less than the Minimum Price. The Fund might not authorize the sale of Shares on a particular day even if the per Share price of the Shares is equal to or greater than the Minimum Price, or might only authorize a fixed number of Shares to be sold on any particular day. The Fund will have full discretion regarding whether sales of Shares will be authorized on a particular day and, if so, in what amounts. The Sales Agent will be entitled to compensation for any Shares sold under the Sales Agreement, in the amount of $[●] per Share, which as of [●] approximates [●] basis points of the gross sales price per Share. In connection with the sale of Shares on the Fund's behalf, the Sales Agent will be deemed to be an "underwriter" within the meaning of the Securities Act and the compensation of the Sales Agent may be deemed to be underwriting commissions or discounts.

Investing in Shares of the Fund involves risks. Please see "Special Considerations and Risk Factors" beginning on page [●] of the accompanying Prospectus to learn more about the risks you should carefully consider before investing, including the risks of investing in below investment grade securities and the risks of leverage.

This Prospectus Supplement and the accompanying Prospectus set forth concisely information you should know before investing. Please read them carefully before investing and keep them for future reference. Additional information about the Fund, including a Statement of Additional Information dated [●] ("SAI"), has been filed with the Securities and Exchange Commission ("SEC") and is incorporated by reference in its entirety into the accompanying Prospectus. This Prospectus Supplement describes the specific details regarding this offering, including the method of distribution. If information in this Prospectus Supplement is inconsistent with the accompanying Prospectus or the SAI, you should rely on this Prospectus Supplement. You may obtain additional information about the Fund, including its SAI and annual and semi-annual reports, without charge (i) upon request, by calling 1-855-411-6432; (ii) on the Fund's website at http://www.DividendandIncomeFund.com; and (iii) on the SEC's website at http://www.sec.gov. You may make any other shareholder inquiries by calling the Fund at 1-855-411-6432. The Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

The date of this Prospectus Supplement is August 28, 2015.

You should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The Fund has not authorized anyone to provide you with different information. Offers to sell, and offers to buy, Shares may only be made and are valid only in jurisdictions where offers and sales are permitted. You should assume that the information in this Prospectus Supplement and any accompanying Prospectus is accurate only as of the date on the applicable cover page.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS	S-1
FEES AND EXPENSES	S-1
FINANCIAL HIGHLIGHTS	S-3
USE OF PROCEEDS	S-5
MARKET PRICE INFORMATION	S-5
CAPITALIZATION	S-6
PLAN OF DISTRIBUTION	S-6
LEGAL MATTERS	S-7

TABLE OF CONTENTS

PROSPECTUS

PROSPECTUS SUMMARY	1
FEES AND EXPENSES	14
FINANCIAL HIGHLIGHTS	15
USE OF PROCEEDS	18
THE FUND	18
INVESTMENT OBJECTIVES, POLICIES, AND STRATEGIES	18
SPECIAL CONSIDERATIONS AND RISK FACTORS	28
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS	36
MANAGEMENT OF THE FUND	37
CALCULATION OF NET ASSET VALUE PER SHARE	39
MARKET PRICE INFORMATION	39
DISTRIBUTION POLICY	40
DIVIDEND REINVESTMENT PLAN	42
CERTAIN FEDERAL INCOME TAX CONSEQUENCES	44
DESCRIPTION OF THE SECURITIES	47
CLOSED END FUND STRUCTURE	53
PLAN OF DISTRIBUTION	53
LEGAL MATTERS	54
ADDITIONAL INFORMATION	55
TABLE OF CONTENTS OF THE SAI	55

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus Supplement, the accompanying Prospectus and the SAI, contain "forward-looking statements." Forward-looking statements can be identified by the words "may," "will," "intend," "expect," "estimate," "continue," "plan," "anticipate," and similar terms and the negative of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Fund's actual results are the performance of the portfolio of securities the Fund holds, the conditions in the U.S. and international financial and other markets, the price at which the Shares will trade, and other factors discussed in the Fund's periodic filings with the SEC.

Currently known risk factors that could cause actual results to differ materially from the Fund's expectations include, but are not limited to, the factors described in the "Special Considerations and Risk Factors" section of the accompanying Prospectus. You are urged to review carefully that section for a more complete discussion of the risks of an investment in the Shares.

FEES AND EXPENSES

The following table contains information about the costs and expenses that shareholders will bear directly or indirectly, as a result of the offering of Shares described in this Prospectus Supplement. The table is based on the capital structure of the Fund as of [●] (except as noted below) after giving effect to the offering, assuming the sale of all of the Shares offered hereby at the last reported sale price of Shares, as reported by the NYSE on [●], of $[●] per Share resulting in the receipt of net proceeds of $[●]. If the Fund issues fewer Shares and/or the price per Share sold is less than $[●] per Share, all other things being equal, the total annual expenses shown would increase. The purpose of the table and the example below is to help you understand the fees and expenses that you, as a holder of Shares, would bear directly or indirectly.

Shareholder Transaction Expenses
Sales Load (as a percentage of offering price)⁽¹⁾	[●]%
Offering Expenses (as a percentage of offering price)	[●]%
Dividend Reinvestment Plan Fees⁽²⁾	None
Annual Expenses (as a percentage of net assets attributable to Shares)
Management Fees⁽³⁾	[●]%
Interest Payments on Borrowed Funds⁽⁴⁾	[●]%
Other Expenses⁽⁵⁾	[●]%
Total Annual Fund Operating Expenses	[●]%

⁽¹⁾The Fund has agreed to pay the Sales Agent a commission of [●] of the gross sales price for Shares sold pursuant to this offering. This is the only sales load to be paid in connection with this offering. There is no guarantee that there will be any sales of Shares pursuant to this Prospectus Supplement and the accompanying Prospectus.

⁽²⁾See "Dividend Reinvestment Plan" in the accompanying Prospectus.

⁽³⁾The Fund pays a management fee to the Investment Manager at an annual rate of 0.95% of the Fund's "managed assets." "Managed assets" means the average weekly value of the Fund's net assets plus any assets attributable to financial leverage. In accordance with the requirements of the SEC, the table above shows the Fund's management fee as a percentage of average net assets. In calculating the management fee rate based on net assets, the Fund derived the amount of management fees based upon outstanding financial leverage of [●]% of the Fund's managed assets (which is the average level of financial leverage employed during the Fund's fiscal year ended December 31, [●]). If financial leverage of more than [●]% is used, the management fee shown would be higher.

⁽⁴⁾Based upon the Fund's outstanding borrowings as of December 31, [●] of approximately $[●] and a borrowing rate under the CFA and Lending Agreement (each as defined in the accompanying Prospectus) as of December 31, [●] of approximately [●]%.

S-1

⁽⁵⁾The costs of lending the Fund's portfolio securities are not included in the table. "Other Expenses" are estimated based upon those expenses incurred during the fiscal year ended December 31, [●], assuming completion of the proposed issuance of Shares, and include an estimate of the expenses of the Sales Agent that the Fund has agreed to reimburse. See "Plan of Distribution," below, which sets forth the amount of such reimbursable expenses.

Example

1 Year	3 Years	5 Years	10 Years
$[●]	$[●]	$[●]	$[●]

S-2

FINANCIAL HIGHLIGHTS

Bexil Advisers LLC became the Fund's Investment Manager effective February 1, 2011.

	For the Years Ended December 31,				For the Years Ended November 30,
Per Share Operating Performance (for a share outstanding throughout each period)	2014	2013	2012	One Month Ended Dec. 31, 2011⁽¹⁾	2011	2010	2009	2008	2007	2006	2005

Net asset value, beginning of period	$17.20	$15.53	$15.48	$16.88	$17.36	$16.76	$14.68	$32.64	$38.20	$34.60	$35.84

Income from investment operations:⁽²⁾
Net investment income	0.34	0.40	0.56	0.08	0.96	0.80	0.84	2.24	3.20	2.52	2.44
Net realized and unrealized gain (loss) on investments	0.76	4.12	1.13	0.20	(0.08)	1.44	2.88	(16.76)	(5.20)	4.80	0.32
Total income from investment operations	1.10	4.52	1.69	0.28	0.88	2.24	3.72	(14.52)	(2.00)	7.32	2.76

Less distributions:
Net investment income	(1.63)	(1.16)	(0.56)	(0.08)	(0.92)	(1.40)	(1.56)	(2.36)	(3.36)	(3.72)	(2.12)
Capital gains	--	--	--	--	--	--	--	--	--	--	(.04)
Return of capital	--	(0.47)	(1.07)	(0.32)	(0.44)	(0.24)	(0.08)	(1.08)	(0.20)	--	(1.84)
Total distributions	(1.63)	(1.63)	(1.63)	(0.40)	(1.36)	(1.64)	(1.64)	(3.44)	(3.56)	(3.72)	(4.00)

Fund share transactions:
Effect of reinvestment of dividends	(0.01)	(0.01)	(0.01)	--*	--*	--*	--	--	--	--	--
Decrease in net asset value from rights offering	--	(1.21)	--	(1.28)	--	--	--	--	--	--	--
Total Fund share transactions	(0.01)	(1.22)	(0.01)	(1.28)	--	--	--	--	--	--	--
Net asset value, end of period⁽³⁾	$16.66	$17.20	$15.53	$15.48	$16.88	$17.36	$16.76	$14.68	$32.64	$38.20	$34.60
Market value, end of period	$15.12	$15.11	$13.53	$13.72	$13.84	$16.92	$14.60	$10.40	$29.40	$39.12	$42.80

S-3

	For the Years Ended December 31,				For the Years Ended November 30,
Per Share Operating Performance (for a share outstanding throughout each period)	2014	2013	2012	One Month Ended Dec. 31, 2011⁽¹⁾	2011	2010	2009	2008	2007	2006	2005

Total Return⁽⁴⁾
Based on net asset value	7.28%	23.35%	12.67%	(5.52)%	5.61%	14.55%	29.42%	(47.75)%	(6.05)%	22.51%	8.19%
Based on market value	10.83%	24.38%	10.75%	2.13%	(11.15)%	28.17%	59.14%	(58.90)%	(17.19)%	0.36%	18.14%

Ratios/Supplemental Data: ⁽⁵⁾
Net assets, end of period (000's omitted)	$144,280	$148,081	$93,951	$93,123	$71,329	$73,322	$70,853	$62,022	$137,953	$160,613	$144,352

Ratios to average net assets of:
Total expenses ⁽⁶⁾	1.55%	1.87%	2.57%	2.09%**	2.02%	2.63%	3.01%	3.62%	3.75%	3.69%	3.04%
Net expenses ⁽⁷⁾	1.55%	1.87%	2.57%	2.09%**	2.00%	2.50%	2.89%	3.47%	3.62%	3.55%	4.55%
Net expenses excluding interest expense and fees on bank credit facility	1.47%	1.72%	2.30%	1.78%**	1.73%	N/A	N/A	N/A	N/A	N/A	N/A
Total expenses excluding commercial paper, interest expense and fees ⁽⁸⁾	N/A	N/A	N/A	N/A	N/A	2.20%	2.03%	1.91%	1.70%	1.71%	1.73%
Net expenses excluding commercial paper, interest expense and fees ⁽⁸⁾	N/A	N/A	N/A	N/A	N/A	2.07%	1.91%	1.76%	1.56%	1.57%	1.59%
Commercial paper fees and interest expense ⁽⁸⁾	N/A	N/A	N/A	N/A	N/A	0.43%	0.98%	1.71%	2.06%	1.98%	1.31%
Net investment income	1.94%	2.38%	3.56%	6.28%**	5.44%	4.73%	5.43%	8.62%	8.52%	6.96%	7.00%

Portfolio turnover rate	52%	45%	13%	0%	24%	51%	73%	54%	74%	96%	80%

Leverage Analysis (000's omitted):
Outstanding loan balance under the bank credit facility, end of period	$17,284	$21,346	$21,348	$17,815	$18,209	$20,000	N/A	N/A	N/A	N/A	N/A
Aggregate amount of commercial paper outstanding, end of period	N/A	N/A	N/A	N/A	N/A	N/A	$10,000	$10,000	$55,000	$55,000	$55,000
Average daily balance of amortized cost of commercial paper outstanding, end of period⁽⁸⁾	N/A	N/A	N/A	N/A	N/A	N/A	$ 9,960	$47,921	$54,790	$54,659	$54,794
Asset coverage per $1,000, end of period	$ 9,347	$7,937	$ 5,401	$ 6,227	$ 4,917	$ 4,666	$ 7,425	$15,880	$ 3,903	$ 3,980	$ 3,679

⁽¹⁾The Fund changed its fiscal year from November 30 to December 31, effective December 31, 2011.

⁽²⁾The per share amounts were calculated using the average number of Shares outstanding during the period.

⁽³⁾The Fund implemented a 1-for-4 reverse stock split with an ex-dividend date of December 10, 2012. Prior period net asset values and per share amounts have been restated to reflect the impact of the reverse stock split. The net asset value and market price report at the original dates prior to the reverse stock split were as follows:

		For the Years Ended November 30,
	One Month Ended Dec 31, 2011⁽¹⁾	2011	2010	2009	2008	2007	2006	2005

Net asset value	$3.87	$4.22	$4.34	$4.19	$ 3.67	$8.16	$9.55	$8.65
Market value	$3.43	$3.46	$4.23	$3.65	$ 2.60	$7.35	$9.78	$10.70

⁽⁴⁾Total return on a market value basis is calculated assuming a purchase of Shares on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Fund's Dividend Reinvestment Plan. Generally, total return on a net asset value basis will be higher than total return on a market value basis in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total return on a net asset value basis will be lower than total return on a market value basis in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods. Total return calculated for a period of less than one year is not annualized. The calculation does not reflect brokerage commissions, if any.

⁽⁵⁾Expenses and income ratios do not include expenses incurred by the acquired funds in which the Fund invests.

⁽⁶⁾"Total expenses" are the expenses of the Fund as presented in the Statement of Operations before fee waivers.

⁽⁷⁾"Net expenses" are the expenses of the Fund presented in the Statement of Operations after fee waivers.

⁽⁸⁾Effective April 26, 2010, the Fund replaced its commercial paper program with a bank line of credit facility.

* Less than $0.01 per share.

** Annualized.

N/A means not applicable.

S-4

USE OF PROCEEDS

Sales of the Shares, if any, under this Prospectus Supplement and the accompanying Prospectus will be made in transactions on the NYSE that are deemed to be "at the market" as defined in Rule 415 under the Securities Act. There is no guarantee that there will be any sales of the Fund's Shares pursuant to this Prospectus Supplement and the accompanying Prospectus. Actual sales, if any, of the Fund's Shares under this Prospectus Supplement and the accompanying Prospectus may be greater or less than as set forth in this paragraph. In addition, the price per Share of any such sale may be greater or less than the price set forth in this paragraph, depending on the market price of the Shares at the time of any such sale and/or the Fund's NAV for purposes of calculating the Minimum Price. As a result, the actual net proceeds the Fund receives may be more or less than the amount of net proceeds estimated in this Prospectus Supplement. Assuming the sale of all of the Shares offered under this Prospectus Supplement and the accompanying Prospectus, at the last reported sale price of Shares, as reported by the NYSE on [●], of $[●] per Share, the Fund estimates that the net proceeds of this offering will be approximately $[●] after deducting the sales load and the estimated offering expenses payable by the Fund.

MARKET PRICE INFORMATION

The Fund's outstanding Shares are, and when issued, the Shares offered by this Prospectus Supplement will be, publicly held and listed and traded on the NYSE under the symbol "DNI." The following table sets forth for the calendar quarters indicated: (i) the high and low closing sales prices per Share as reported by the NYSE; (ii) the NAV per Share on the day of the high or low closing sales price; and (iii) the percentage by which the Shares traded at a premium over, or discount from, the Fund's high and low NAVs per Share. The table also sets forth the number of Shares traded on the NYSE during the respective quarters.

Quarter Ended		High Sales Price		High Net Asset Value	Premium (Discount) to High NAV		Low Sales Price		Low Net Asset Value	Premium (Discount) to Low NAV	Trading Volume

03/31/13	$	15.36	$	17.28	(11.11)%	$	13.79	$	15.86	(13.22)%	1,930,204
06/30/13	$	16.74	$	18.48	(7.57)%	$	15.15	$	17.03	(11.30)%	2,248,137
09/30/13	$	16.63	$	18.38	(9.26)%	$	14.16	$	17.42	(19.86)%	3,787,715
12/31/13	$	15.18	$	17.71	(10.97)%	$	13.96	$	16.17	(13.67)%	3,360,220
3/31/14	$	15.99	$	17.39	(7.89)%	$	14.68	$	16.21	(9.44)%	2,598,206
6/30/14	$	16.52	$	18.16	(8.98)%	$	15.24	$	17.05	(10.62)%	2,701,895
9/30/14	$	16.83	$	17.96	(5.18)%	$	15.81	$	16.97	(8.77)%	3,350,896
12/31/14	$	16.61	$	17.85	(1.77)%	$	14.73	$	15.91	(7.53)%	3,384,272
3/31/15	$	15.75	$	17.21	(8.48)%	$	14.77	$	16.28	(9.28)%	2,199,836

S-5

Trustees will undertake any such action or if undertaken, the Shares will thereafter trade at a price that is at less of a discount. Under certain circumstances, a shareholder vote may be required to authorize such actions.

On [●], the last reported sales price of the Shares on the NYSE was $[●] and the NAV per Share was $[●], representing a [premium/discount] from NAV per Share of [●]%.

CAPITALIZATION

The following table sets forth the unaudited capitalization of the Fund as of [●], 201[●] and its adjusted capitalization assuming the sale of all of the Shares offered hereby at the last reported sale price of Shares, as reported by the NYSE on [●] of $[●] per Share, less estimated offering expenses of approximately $[●], and the application of the estimated net proceeds from the offering. There is no guarantee that there will be any sales of the Fund's Shares pursuant to this Prospectus Supplement and accompanying Prospectus. Actual sales, if any, of the Fund's Shares may be greater or less than $[●] per Share, depending on the market price of the Fund's Shares at the time of any such sale and/or the Fund's NAV for purposes of calculating the Minimum Price.

	As of [●], 201[●]
	Actual		As Adjusted

Short-Term Debt: Borrowings		[●]		[●]
Shareholders' Equity: Shares, $0.01 par value per Share		[●]		[●]
Additional paid-in capital		[●]		[●]
Distributions in excess of net investment income and net realized gain on investments		[●]		[●]
Net realized gain (loss) on investments		[●]		[●]
Net unrealized appreciation (depreciation) on investments		[●]		[●]
Net assets		[●]		[●]
Net asset value per Share		[●]		[●]

PLAN OF DISTRIBUTION

Under the Sales Agreement among the Fund, the Investment Manager, and the Sales Agent, upon written instructions from the Fund, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell, as the Fund's agent, the Shares under the terms and subject to the conditions set forth in the Sales Agreement. The Sales Agent's sales efforts will continue until the Fund instructs the Sales Agent to suspend sales. The Fund will instruct the Sales Agent as to the number of Shares to be sold by the Sales Agent on any particular day; however, the Fund will not authorize sales of the Fund's Shares if the per Share price of the Shares is less than the Minimum Price. In addition, as required by the SEC, the Fund will suspend the sale of Shares until the Fund amends this Prospectus Supplement if, after [●] (the effective date of the Fund's registration statement relating to this offering), the Fund's NAV declines more than 10% from the Fund's NAV as of that date.

The Sales Agent will provide written confirmation to the Fund no later than the opening of the trading day on the NYSE immediately following the trading day on which Shares are sold under the Sales Agreement. Each confirmation will include the number of Shares sold on the preceding day, the net proceeds to the Fund, and the compensation payable by the Fund to the Sales Agent in connection with the sales.

The Fund will pay the Sales Agent commissions for its services in acting as agent in the sale of Shares. The Sales Agent will be entitled to compensation for any Shares sold under the Sales Agreement, in the amount of $[●] per Share, which as of [●] approximates [●] basis points of the gross sales price per Share. There is no guarantee that there will be any sales of the Fund's Shares pursuant to this Prospectus Supplement and the accompanying Prospectus. Actual sales, if any, of the Fund's Shares under this Prospectus Supplement and the accompanying Prospectus may be greater or less than as set forth in this paragraph. In addition, the price per Share of any such sale may be greater or less than the price set forth in this paragraph, depending on the market price of the Shares at the time of any such sale and/or the Fund's NAV for purposes of

S-6

calculating the Minimum Price. Assuming [●] of the Shares offered hereby are sold at a market price of $[●] per Share (the last reported sale price for the Fund's Shares on the NYSE on [●]), the Fund estimates that the total expenses for the offering, excluding compensation payable to the Sales Agent under the terms of the Sales Agreement, would be approximately $[●], which are included under "Other Expenses" in the fee table above and are part of the Fund's "Total Annual Fund Operating Expenses." This estimate is inclusive of reimbursable expenditures to the Sales Agent of up to $[●] in reasonable fees and expenses of counsel for the Sales Agent in each annual period following the date of the Sales Agreement.

Settlement for sales of Shares will occur on the third business day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made, or on some other date that is agreed upon by the Fund and the Sales Agent in connection with a particular transaction, in return for payment of the net proceeds to the Fund. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

In connection with the sale of the Shares on the Fund's behalf, the Sales Agent will be deemed to be an "underwriter" within the meaning of the Securities Act, and the compensation of the Sales Agent may be deemed to be underwriting commissions or discounts. The Fund has agreed to provide indemnification and contribution to the Sales Agent against certain civil liabilities, including liabilities under the Securities Act.

The offering of the Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement, or (ii) the termination of the Sales Agreement. The Sales Agreement may be terminated by the Fund in its sole discretion at any time by giving notice to the Sales Agent. In addition, the Sales Agent may terminate the Sales Agreement under the circumstances specified in the Sales Agreement and in its sole discretion at any time following a period of 12 months from the date of the Sales Agreement by giving notice to the Fund.

The principal business address of the Sales Agent is [●].

LEGAL MATTERS

Certain legal matters will be passed upon by Godfrey & Kahn S.C., Madison, Wisconsin, counsel to the Fund in connection with the offering of the Fund's securities.

S-7

DIVIDEND AND INCOME FUND

Up to [●] Shares of Beneficial Interest ($0.01 par value per Share)

Prospectus Supplement

August 28, 2015

S-8


Title of Securities		Amount Being Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee(3)
Shares of Beneficial Interest, $0.01 par value per share			$	$150,000,000	$17,430
Subscription Rights for Shares
Total
(1)	There is being registered hereunder an indeterminate number of shares of beneficial interest and/or subscription rights to purchase shares of beneficial interest to be offered on an immediate, continuous or delayed basis.
(2)	Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(o). In no event will the aggregate offering price of all securities offered from time to time pursuant to this Registration Statement exceed $150 million.
(3)	Previously paid with respect to initial filing.



The Fund:	The Fund is a non-diversified, closed end management investment company with Shares listed on the NYSE under the symbol "DNI." As of June 30, 2015, the Fund had 8,686,718 Shares outstanding. Registered under the 1940 Act, the Fund was incorporated under the laws of the State of Maryland on April 6, 1998 and commenced investment operations on June 29, 1998 under the name Chartwell Dividend and Income Fund, Inc., which was shortened effective February 1, 2011 to Dividend and Income Fund, Inc. On May 14, 2012, the Fund reorganized into a Delaware statutory trust and changed its name to Dividend and Income Fund. See "The Fund."

The Offering:	The Fund may offer, from time to time, in one or more offerings, including through rights offerings, up to $150 million of Shares. The Shares may be offered at prices and on terms to be set forth in one or more Prospectus Supplements. The offering price per Share will not be less than the NAV per Share at the time of the offering, exclusive of any underwriting commission or discounts, provided that rights offerings may be offered at a price below the then current NAV, subject to certain conditions. You should read this Prospectus and the applicable Prospectus Supplement carefully before you invest in Shares of the Fund. Shares may be offered directly to one or more purchasers, through agents designated from time to time by us, or to or through underwriters or dealers. The Prospectus Supplement relating to the offering will identify any agents, underwriters or dealers involved in the sale of Shares, and will set forth any applicable purchase price, fee, commission or discount arrangement between the Fund and its agents or underwriters, or among underwriters, or the basis upon which such amount may be calculated. The Prospectus Supplement relating to any offering of rights will set forth the number of Shares issuable upon the exercise of each right (or number of rights) and the other terms of such rights offering. The Fund may not sell any of its securities directly or through agents, underwriters or dealers without delivery of a Prospectus Supplement describing the method and terms of the particular offering. See "Plan of Distribution." The last reported sale price of Shares, as reported by the NYSE on August 27, 2015, was $12.42 per Share. The NAV per Share as of the close of business on August 27, 2015 was $14.74.

Use of Proceeds:	The Fund will use the net proceeds from the offering to invest in accordance with its investment objectives and policies as appropriate investment opportunities are identified, which is expected to substantially be completed within three months; however, changes in market conditions could result in the Fund's anticipated investment period extending to as long as six months. See "Use of Proceeds."

Investment Objectives and Policies:	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, including dividend paying common stocks, convertible securities, preferred stocks, securities of registered investment companies (including, but not limited to, closed end management investment companies ("closed end funds"), open end management investment companies ("open end funds"), and business development companies ("BDCs") (collectively, "investment companies"), exchange-traded funds ("ETFs") organized as investment companies or otherwise, real estate investment trusts ("REITs"), depositary receipts, including American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs"), and other equity related securities (collectively, "Income Generating Equity Securities"). The Fund may invest in fixed income securities ("Debt Securities"), including bonds issued by domestic and foreign corporate and government issuers. The Debt Securities in which the Fund may invest may be structured as fixed rate debt, floating rate debt, and debt that may not pay interest at the time of issuance. The Fund may also invest in equity securities of other issuers, including investment companies, ETFs and REITs, deemed by the Investment Manager not to be Income Generating Equity Securities based on the issuer's income generation, objectives, policies, holdings, or similar criteria. The Fund may invest in securities of domestic or foreign issuers of any size. There is no assurance the Fund will achieve its investment objectives.


	The Fund may, from time to time, make temporary investments for defensive purposes that are inconsistent with the Fund's principal investment strategies in attempting to respond to adverse market, economic, political or other conditions, pending investment of the proceeds of sales of portfolio securities, pending investment of the proceeds from Share offerings, or at other times when suitable investments are not otherwise available. To the extent the Fund takes temporary defensive positions, it may not achieve its investment objectives.

	See "Investment Objectives, Policies, and Strategies" in this Prospectus and "Additional Information About the Fund's Investment Program" in the Fund's SAI.

Investment Strategy:	When selecting Income Generating Equity Securities for the Fund, the Investment Manager will normally emphasize those with a yield anticipated to be greater than or comparable to that of the average dividend yield of the Standard & Poor's 500 Composite Stock Index ("S&P 500 Index"). After identifying qualifying Income Generating Equity Securities, the Investment Manager will typically apply fundamental investment analysis, which may consider yield, financial strength, profitability, growth potential, and risks, as well as other considerations, such as market, sector, or industry diversification, to select the Fund's specific portfolio securities. The industry sector weightings in the Income Generating Equity Securities portion of the Fund's portfolio are determined based on the Investment Manager's research. Except for securities related to the U.S. government or other issuers not considered to be members of any industry, the Fund will not concentrate its investments in the securities of one or more issuers conducting their principal business activities in the same industry.

	When selecting Debt Securities for the Fund, the Investment Manager will usually seek investments that offer a high level of current income consistent with reasonable risk in light of the nature of the investments. Debt Securities under consideration for the Fund's portfolio normally will be analyzed by the Investment Manager based on fundamental factors, including yield, financial and operating strength, and risk, and other considerations, including marketability, relative value characteristics, and general credit trends. The Fund will generally invest in such securities presenting, in the Investment Manager's opinion, the potential for investment returns consistent with the Fund's investment objectives.

	The Investment Manager generally considers a variety of factors when determining whether to sell a security in the Fund's portfolio and may sell a security at any time in its discretion. A security is typically sold when its potential to meet the Fund's investment objectives is deemed by the Investment Manager to be limited or exceeded by another potential investment or when an investment no longer appears to meet the Fund's investment objectives.

	See "Investment Objectives, Policies, and Strategies – Investment Strategy."

Use of Leverage:	The Fund has utilized leverage since shortly after it began investment operations and expects to continue to use investment leverage; however, there can be no assurance that the Fund will continue to engage in any leveraging techniques. The Fund is currently a party to a committed facility agreement ("CFA") with BNP Paribas Prime Brokerage, Inc. ("BNP") and as of June 30, 2015, had borrowed $22.6 million under the CFA. The percentage amount of the Fund's leverage outstanding as of June 30, 2015 was 14% of its total assets (including the proceeds of such leverage). The Fund reserves the right to adjust leverage from time to time. Although the Fund's fundamental investment restrictions permit it to borrow money and issue senior securities to the extent permitted under the 1940 Act, the Fund's CFA allows the Fund to adjust its leverage under the CFA up to $45,000,000 while borrowings under the CFA are secured by assets of the Fund that are held with the Fund's custodian in a separate account. The Fund's portfolio securities are normally pledged at least to the extent required under the CFA as collateral. The Fund currently intends to adjust leverage in its portfolio from time to time through the CFA. The Fund may also enter into transactions other than those noted above that may give rise to other forms of leverage including, among others, derivative transactions, loans of portfolio securities, and when-issued, delayed delivery and forward commitment transactions. These other forms of leverage are not included in the Fund's fundamental restriction discussed above. The Fund may also determine to issue preferred shares to add leverage to its portfolio. See "Investment Objectives, Policies, and Strategies – Leverage," "Special Considerations and Risk Factors – Risks of Investing in the Fund – Leverage and Borrowing Risk," and "Description of the Securities – Preferred Shares."

Risks (see generally "Special Considerations and Risk Factors" for more information on these and other risks):	Market Risk. An investment in the Fund is subject to market risk, including the possible loss of the entire principal amount that you invest. Your investment in Shares represents an indirect investment in the securities owned by the Fund. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably, and these fluctuations are likely to have a greater impact on the value of the Shares during periods in which the Fund utilizes leverage.

	Non-Diversified Status Risk. As a non-diversified, closed end management investment company under the 1940 Act, the Fund may invest a greater portion of its assets in a more limited number of issuers than may a diversified fund, and accordingly, an investment in the Fund may, under certain circumstances, present greater risk to an investor than an investment in a diversified company.

	Recent Events. Recent developments in the U.S. and foreign financial markets and other market history suggest that economic, market, and specific investment analysis and forecasting is difficult, often wrong, and that even the assumptions of certain conditions cannot be relied on with any certainty. Assumptions regarding the regulation of these markets and the participants therein may change. The U.S. government and certain foreign governments have and may take unprecedented actions designed to support certain financial institutions or segments of the financial markets. Federal, state, and other governments, their regulatory agencies or self-regulatory organizations may take actions that affect the regulation of the securities in which the Fund invests, or the issuers of such securities in which the Fund invests, in unforeseeable ways that could have a material adverse effect on the Fund's business and operations. Such legislation or regulation could limit or preclude the Fund's ability to achieve its investment objectives. Furthermore, volatile or adverse financial markets can expose the Fund to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by the Fund.

	Equity Securities Risk. Investing in the Fund involves equity securities risk, which is the risk that the equity securities held by the Fund will fall in market value due to adverse market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the particular circumstances and performance of particular companies whose securities the Fund holds. The general risks associated with equity securities may be greater for equity securities issued by companies with smaller market capitalizations as these companies may have limited product lines, markets, or financial resources or may depend on a few key employees.


	Common Stock Risk. Although common stocks can generate higher average returns than debt and other equity securities, common stocks can also experience more volatility in those returns. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. Also, the prices of common stocks are sensitive to general movements in the stock market. A drop in the stock market may depress the price of common stocks held by the Fund or to which the Fund has exposure. In the event of a company's liquidation, the holders of its common stock have rights to its assets only after bondholders, other debt holders, and preferred shareholders have been satisfied.

	Credit Risk. Investing in the Fund involves credit risk, which is the risk that an issuer of bonds and other debt securities will be unable to pay interest or principal when due. The prices of bonds and other debt securities are affected by the credit risk and quality of the issuer. Below investment grade debt securities normally are lower quality and have greater credit risk because the companies that issue them typically are not as financially strong as companies that issue higher quality, investment grade debt securities. Changes in the financial condition of an issuer, general economic conditions, and specific economic conditions that affect a particular type of issuer can impact the credit quality of an issuer. Such changes may weaken an issuer's ability to make payments of principal or interest, or cause an issuer to fail to make timely payments of interest or principal. The downgrade of a security may further decrease its value, although a grade rating by a rating agency only represents the service's opinion as to the general credit quality of the security being rated and is not an absolute standard of quality or guarantee as to the creditworthiness of an issuer. Lower quality debt securities generally tend to be more sensitive to these changes than higher quality debt securities, but the lowest rating category of investment grade securities may have speculative characteristics as well. See "Additional Risks of Certain Securities—Below Investment Grade Securities Risks" below. Credit risk also applies to securities issued by the U.S. government's agencies and instrumentalities that are not backed by the U.S. government's full faith and credit. Although securities backed by the full faith and credit of the U.S. government are generally considered to present minimal credit risk, credit risk may also apply to these securities.

	Interest Rate Risk. Generally, when market interest rates rise, the prices of debt obligations fall, and vice versa. Interest rate risk is the risk that debt obligations and other instruments in the Fund's portfolio will decline in value because of increases in market interest rates. This risk may be particularly acute because market interest rates are currently near historically low levels. The prices of long-term debt obligations generally fluctuate more than prices of short-term debt obligations as interest rates change. The Fund's use of leverage will tend to increase interest rate risk.

	Prepayment and Extension Risk. If interest rates fall, the principal on the debt securities held by the Fund may be paid earlier than expected. If this happens, the proceeds from a prepaid security may be reinvested by the Fund in securities bearing lower interest rates, resulting in a possible decline in the Fund's income and distributions to shareholders. Alternatively, the Fund is subject to the risk that an issuer will exercise its right to pay principal on an obligation held by that Fund later than expected. This may happen when there is a rise in interest rates. These events may lengthen the duration (i.e., interest rate sensitivity) and potentially reduce the value of these securities.

	Corporate Bonds Risk. The Fund's investments in corporate bonds are subject to a number of the risks described in this Prospectus, including credit risk, interest rate risk, prepayment and extension risk, inflation/deflation risk, below investment grade securities risk, foreign securities risk, illiquid and restricted securities risk, management risk, and valuation risk.


	The Debt Securities in which the Fund may invest include high yield, high risk securities which are rated below investment grade, including the lowest rating categories, or are unrated but are determined by the Investment Manager to be of comparable quality, and are considered speculative and subject to certain risks that may be greater than those of higher rated securities. Securities rated below investment grade are those rated below "Baa" by Moody's Investors Service, Inc. ("Moody's") or below "BBB" by Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc. ("S&P"). The Fund normally will not invest more than 50% of its total assets in below investment grade Debt Securities, commonly known as "junk" bonds. Certain Income Generating Equity Securities in which the Fund may invest, including convertible securities and preferred stocks, may also be rated below investment grade and generally will have characteristics similar to those of lower rated Debt Securities. The Fund will not, however, normally invest in convertible securities rated below "C" by Moody's or "CC" by S&P.

	The Fund is permitted to invest in shares of registered investment companies, including money market fund shares, to the extent permitted by the 1940 Act. Investment company shares held by the Fund may be deemed by the Investment Manager to be Income Generating Equity Securities, Debt Securities (such as money market fund shares), or otherwise, depending on the income generation, objectives, policies, holdings, or similar criteria of the investment company. In accordance with the 1940 Act, the Fund normally will be limited in the amount the Fund and its affiliates can invest in any one investment company to 3% of the investment company's total outstanding stock. As a result, the Fund may hold a smaller position in such investment company than if it were not subject to this restriction. To comply with provisions of the 1940 Act, on any matter upon which the Fund is solicited to vote as a shareholder in an investment company in which it invests, the Investment Manager normally seeks to vote such shares in the same general proportion as shares held by other shareholders of that investment company. The Fund does not invest in any investment companies managed by the Investment Manager or its affiliates. Investment companies typically incur advisory fees and other expenses. The Fund, as a shareholder, will indirectly bear its pro rata portion of such fees and expenses in addition to the Fund's direct fees and expenses.

	In seeking to enhance returns, the Fund may employ leverage to the extent permitted under the 1940 Act. See "Use of Leverage" below and "Investment Objectives, Policies, and Strategies—Leverage." The Fund may also engage in transactions involving futures, options, and options on futures. The Fund may trade securities actively in pursuit of its investment objectives. The Fund also may lend its portfolio securities to brokers, dealers, and other financial institutions.

	Leverage and Borrowing Risk. Borrowing for investment purposes creates an opportunity for increased return, but at the same time, involves special risk considerations. Borrowing increases the likelihood of greater volatility of the NAV and market price of the Shares. If the return that the Fund earns on the additional securities purchased fails to cover the interest and fees incurred on the monies borrowed, the NAV of the Fund (and the return of the Fund) would be lower than if borrowing had not been incurred. In addition, when the Fund borrows at a variable interest rate, there is a risk that fluctuations in the interest rate may adversely affect the return to the Fund's shareholders. Interest payments and fees incurred in connection with such borrowings will reduce the amount of net income available for distribution to shareholders. There is no assurance that a borrowing strategy will be successful during any period in which it is employed. Borrowing on a secured basis results in certain additional risks. Should securities that are pledged as collateral to secure the loan decline in value, the Fund may be required to pledge additional assets in the form of cash or securities to the lender to avoid liquidation of the pledged assets. In the event of a steep drop in the value of pledged securities, it might not be possible to liquidate assets quickly enough and this could result in mandatory liquidation of the pledged assets in a declining market at relatively low prices. Furthermore, the Investment Manager's ability to sell the pledged securities is limited by the terms of the CFA and a lending agreement ("Lending Agreement") with BNP, which may reduce the Fund's investment flexibility over the pledged securities. The rights of the lender to receive payments of interest on and repayments of principal will be senior to the rights of the Fund's shareholders.

	Inflation/Deflation Risk. Inflation risk is the risk that the value of assets or income from the Fund's investments will be worth less in the future as inflation decreases the present value of fixed payments at future dates. Deflation risk is the risk that prices throughout the economy may decline over time —the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund's portfolio.

	Below Investment Grade Securities Risk. Below investment grade securities are commonly referred to as "junk bonds." Below investment grade securities are regarded as being predominantly speculative as to the issuer's ability to make payments of principal and interest. The risks associated with acquiring the securities of such issuers generally are greater than is the case with higher rated securities. For example, during an economic downturn or a sustained period of rising interest rates, issuers of below investment grade securities may be more likely to experience financial stress, especially if such issuers are highly leveraged. During periods of economic downturn, such issuers may not have sufficient revenues to meet their interest payment obligations. The issuer's ability to service its debt obligations also may be adversely affected by specific issuer developments, the issuer's inability to meet specific projected business forecasts, or the unavailability of additional financing. Therefore, there can be no assurance that in the future there will not exist a higher default rate relative to the rates currently existing in the market for below investment grade securities. The risk of loss due to default by the issuer is significantly greater for the holders of below investment grade securities because such securities may be unsecured and may be subordinate to other creditors of the issuer. Below investment grade securities have been in the past, and may again in the future be, more volatile and less liquid than higher rated fixed income securities, so that adverse economic events may have a greater impact on the prices of below investment grade securities than on higher rated fixed income securities.


	Options Risks. There are several risks associated with transactions in options on securities, as follows: ·There are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. ·As the writer of a covered call option, the Fund forgoes, during the option's life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call, but has retained the risk of loss should the price of the underlying security decline. ·The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it may not be able to effect a closing purchase transaction in order to terminate its obligation under the option and must then deliver the underlying security at the exercise price. ·There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. If the Fund were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise. ·The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets. ·The value of call options will be affected by changes in the value and dividend rates of the underlying common stocks, an increase in interest rates, changes in the actual or perceived volatility of the stock market and the underlying common stocks and the remaining time to the options' expiration. Additionally, the exercise price of an option may be adjusted downward before the option's expiration as a result of the occurrence of events affecting the underlying equity security. A reduction in the exercise price of an option would reduce the Fund's capital appreciation potential on the underlying security. ·If a put option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price, the Fund will lose its entire investment in the option.
	Real Estate Investment Trusts Risks. REITs are financial vehicles that pool investors' capital to purchase or finance real estate. The market value of REIT shares and the ability of REITs to distribute income may be adversely affected by numerous factors, including rising interest rates, changes in the national, state and local economic climate and real estate conditions, perceptions of prospective tenants of the safety, convenience, and attractiveness of the properties, the ability of the owners to provide adequate management, maintenance, and insurance, the cost of complying with the Americans with Disabilities Act, increasing competition and compliance with environmental laws, changes in real estate taxes and other operating expenses, adverse changes in governmental rules and fiscal policies, adverse changes in zoning laws, and other factors beyond the control of the issuers. In addition, distributions received by the Fund from REITs may be attributable to net investment income, net realized capital gains, and/or returns of capital. Dividends paid by REITs generally do not qualify for the reduced federal income tax rates applicable to "qualified dividend income" under the Internal Revenue Code of 1986, as amended (the "Code"). See "Tax Considerations" in the SAI. REITs are subject to interest rate risk and prepayment risk. Changes in prevailing interest rates affect not only the value of REIT shares but may impact the market value of the REIT's holdings of real estate and real estate related securities. Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs are dependent upon the skills of their managers and are not diversified by industry. REITs are generally dependent upon maintaining cash flows to repay borrowings and to make distributions to shareholders and are subject to the risk of default by lessees or borrowers. REITs may have limited financial resources and may trade less frequently and in a more limited volume, and may be subject to more abrupt or erratic price movements than larger company securities.


	Securities of Other Investment Companies Risks. An investment in shares of other investment companies involves substantially the same risks as investing directly in the underlying instruments that such investment companies hold and the risk that the price of the shares of the investment company can fluctuate up or down. There can be no assurance that the investment objective of any investment company in which the Fund invests will be achieved. Consequently, the Fund could lose money investing in another investment company if the prices of the securities owned by the investment company decline in value.
	In addition, closed end funds, ETFs, and BDCs in which the Fund may invest are subject to the following risks that do not apply to open end funds: (i) market price of shares may trade above or below their NAV; (ii) an active trading market for shares may not develop or be maintained; and (iii) trading of shares may be halted. In the case of leveraged closed end funds, their share price and NAV may fluctuate to a greater extent and be more volatile than un-leveraged closed end funds. All investment companies incur advisory fees and other expenses. The Fund, as a shareholder, will indirectly bear its pro rata portion of such fees and expenses in addition to the Fund's direct fees and expenses, so shareholders of the Fund will be subject to duplication of fees on investments by the Fund in other investment companies.

	BDC Risk. Because BDCs typically invest in small and medium-sized companies, a BDC's portfolio is subject to the risks inherent in investing in smaller companies, including that portfolio companies may be dependent on a small number of products or services and may be more adversely affected by poor economic or market conditions. Some BDCs invest substantially, or even exclusively, in one sector or industry group and therefore the BDC may be susceptible to adverse conditions and economic or regulatory occurrences affecting the sector or industry group, which tends to increase volatility and result in higher risk. Investments in BDCs are also subject to management risk, including management's ability to meet the BDC's investment objective, and to manage the BDC's portfolio during periods of market turmoil and as investor's perceptions regarding a BDC or its underlying investments change.

	Securities of Small and Mid-Capitalization Companies Risks. The Fund may invest in companies with small or mid-sized capital structures (generally a market capitalization of $5 billion or less). Accordingly, the Fund may be subject to the additional risks associated with investment in these companies. The market prices of the securities of such companies tend to be more volatile than those of larger companies. Further, these securities tend to trade at a lower volume than those of larger companies. If the Fund is heavily invested in these securities and the value of these securities declines, the Fund will be susceptible to significant losses.

	Preferred Stock Risks. In addition to equity securities risk and possibly below investment grade securities risk, investment in preferred stocks involves certain other risks. Certain preferred stocks contain provisions that allow an issuer under certain conditions to skip or defer distributions. Preferred stocks often are subject to legal provisions that allow for redemption in the event of certain tax or legal changes or at the issuer's call. In the event of redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return. Preferred stocks are subordinated to bonds and other debt securities in an issuer's capital structure in terms of priority for corporate income and liquidation payments, and therefore will be subject to greater credit risk than those debt securities. Preferred stocks may trade less frequently and in a more limited volume and may be subject to more abrupt or erratic price movements than many other securities, such as common stocks and debt securities of corporate and government issuers.


	Foreign Securities Risks. The Fund may invest in securities of issuers domiciled outside the United States. Investing in the securities of foreign issuers may involve additional risks and considerations that are not typically associated with investing in the securities of U.S. issuers. Since the securities of foreign issuers are normally denominated in foreign currencies, the Fund may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, and may incur costs in connection with conversions between various currencies. As foreign issuers are not generally subject to uniform accounting, auditing, and financial reporting standards and practices comparable to those applicable to U.S. issuers, comparable information may not be readily available about certain foreign issuers. Some securities of foreign issuers may be less liquid and more volatile than securities of comparable U.S. issuers. In addition, in certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political, or social instability, or diplomatic developments that could affect U.S. investments in the securities of issuers domiciled in those countries.

	U.S. Government Securities Risks. Historically, U.S. government securities have not been perceived to involve the general credit risks associated with investments in other types of debt securities and, as a result, the yields available from U.S. government securities are generally lower than the yields available from other debt securities. Like other debt securities, however, the values of U.S. government securities change as interest rates fluctuate. Fluctuations in the value of portfolio securities will not affect interest income on existing portfolio securities but will be reflected in the Fund's NAV.

	Illiquid and Restricted Securities Risks. Liquidity relates to the ability of the Fund to sell a security in a timely manner at a price which reflects the value of the security. The relative illiquidity of some of the Fund's portfolio securities may adversely affect the ability of the Fund to dispose of such securities in a timely manner and at a fair price at times when it might be necessary or advantageous for the Fund to liquidate portfolio securities. The market for less liquid securities tends to be more volatile than the market for more liquid securities and market values of relatively illiquid securities may be more susceptible to change as a result of adverse publicity and investor perceptions than are the market values of more liquid securities. Restricted securities have contractual restrictions on their public resale, which may make it more difficult to value them, limit the Fund's ability to dispose of them, and lower the amount the Fund could realize upon their sale.

	Counterparty Risk. The Fund will be subject to credit and performance risk with respect to the counterparties to an options contract, repurchase agreement, loan of portfolio securities, or other future obligation. While the Fund does not employ specific creditworthiness standards when selecting counterparties, it seeks to engage in transactions with creditworthy and otherwise dependable counterparties. Certain entities that have served as counterparties have incurred significant losses and financial hardships, including bankruptcy, which may reduce their creditworthiness and willingness or ability to perform their counterparty obligations. There can be no assurance that the Fund's counterparties will not experience similar difficulties, possibly resulting in losses to the Fund. The Fund has no limit on the amount of assets it may subject to any one counterparty.


	Market Discount from Net Asset Value. Shares of closed end funds frequently trade at a discount from their NAV. This characteristic is a risk separate and distinct from the risk that the Fund's NAV has in the past, and therefore could in the future, decrease as a result of its investment activities. Neither the Investment Manager nor the Fund can predict whether Shares will trade at, below or above NAV. The risk of holding Shares that might trade at a discount is more pronounced for investors expecting to sell their Shares in a relatively short period of time after acquiring them because, for those investors, realization of a gain or loss on their investments is likely to be more dependent upon the existence of a premium or discount than upon portfolio performance. The Shares are designed primarily for long term investors and should not be considered a vehicle for trading purposes. The NAV of the Shares will fluctuate with price changes of the Fund's portfolio securities, and these fluctuations are likely to be greater in the case of a fund which uses leverage, such as the Fund.

	Distribution Policy Risk. The Fund currently seeks to make distributions to shareholders on a regular basis. Such distributions are not tied to the Fund's investment income and capital gains and do not represent yield or investment return on the Fund's portfolio. To the extent that the amount distributed in cash exceeds the total net investment income of the Fund, the assets of the Fund will decline. A decline in Fund assets may result in an increase in the Fund's expense ratio. In addition, the maintenance of the Fund's distribution policy may cause the Fund's assets to be less fully invested than would otherwise be the case, which could reduce the Fund's total investment return. Furthermore, the Fund may need to raise additional capital in order to maintain the distribution policy. The Fund has implemented a managed distribution policy. Under the policy, the Fund is managed with a goal of generating as much of the distribution as possible from net investment income and short-term capital gains. The balance of the distribution will then come from long-term capital gains to the extent permitted, and if necessary, a return of capital. If the Fund's distributions exceed its then-current and accumulated earnings and profits, all or a portion of such distributions may be characterized as a return of capital to shareholders. A return of capital will generally not be taxable, but will reduce each shareholder's cost basis in Fund shares (but not below zero) and will result in a higher reported capital gain or lower reported capital loss when those shares on which the distributions were received are ultimately redeemed. Any return of capital in excess of a shareholder's basis, however, is taxable as a capital gain. A substantial portion of the Fund's annual distributions have historically consisted of returns of capital. Even though the Fund may realize current year capital gains, such gains may be offset, in whole or in part, by the Fund's capital loss carryovers from prior years. For federal income tax purposes, the effect of using capital loss carryovers arising from Fund tax years beginning before December 1, 2011 is to convert (to the extent of such current year gains) what would otherwise be nontaxable returns of capital into distributions taxable as ordinary income. The use of such capital loss carryovers in this circumstance will produce no tax benefit for shareholders, and the capital loss carryovers available to offset future capital gains of the Fund will be reduced. Under the Regulated Investment Company Modernization Act of 2010, this tax effect attributable to the Fund's capital loss carryovers (the conversion of nontaxable returns of capital into distributions taxable as ordinary income) will no longer apply to net capital losses of the Fund arising in Fund tax years beginning after November 30, 2011 which are carried forward to future tax years. Rather, any net capital losses arising in such tax years will be carried forward to reduce capital gains realized by the Fund in future taxable years, and the use of such capital loss carryforwards will not give rise to distributions being taxable as ordinary income. As of December 31, 2014, the Fund had capital loss carryforwards of $45,474,186, all of which are attributable to Fund tax years beginning before December 1, 2011, and of which $44,031,921 and $1,442,265 will expire in 2016 and 2018, respectively. Net capital losses arising in Fund tax years beginning after November 30, 2011 may be carried forward without expiration until used in full. The actual determination of the source of the Fund's distributions can be made only at year end. Shareholders should receive written notification regarding the actual components and tax treatments of all Fund distributions for the calendar year 2015 in early 2016.


	Securities Lending Risk. Securities lending involves possible delay in recovery or loss of the lent securities or possible loss of rights in the lent securities or collateral or both should the borrower fail to perform due to financial inability or otherwise. As a result, the value of the Shares may fall. The value of the Shares could also fall if a loan is called and the Fund is required to liquidate collateral at a loss or if the Investment Manager is unable to invest cash collateral at rates which exceed the costs involved.

	Management Risk. The Fund is subject to management risk because it is an actively managed investment portfolio. The Investment Manager will seek to achieve the investment objectives of the Fund, but there can be no guarantee that it will be successful. Moreover, the Fund may, from time to time, make temporary investments for defensive purposes that are inconsistent with the Fund's principal investment strategies in attempting to respond to adverse market, economic, political or other conditions, pending investment of the proceeds of sales of portfolio securities, pending investment of the proceeds from Share offerings, or at other times when suitable investments are not otherwise available. To the extent the Fund takes temporary defensive positions, it may not achieve its investment objectives.

	Valuation Risk. The Fund may invest in securities and other assets for which market quotations are not readily available or reliable. For example, unlike most publicly traded common stocks which trade on national exchanges, bonds generally do not trade on national exchanges but rather trade in the "over-the-counter" markets. These markets often may not provide readily available or reliable market quotations and consequently the valuation of bonds may carry more risk than that of publicly traded common stock. Securities for which market quotations are not readily available or reliable and other assets may be valued as determined in good faith by the Investment Manager under the direction of or pursuant to procedures approved by the Fund's Board of Trustees. Certain debt securities may be priced through pricing services that may utilize a matrix pricing system which takes into consideration factors such as yields, prices, maturities, call features, and ratings on comparable securities or according to prices quoted by a securities dealer that offers pricing services. Uncertainties in the conditions of the financial market, unreliable reference data, lack of transparency, and inconsistency of valuation models and processes may lead to inaccurate asset pricing. Due to the inherent uncertainty of valuation, such fair value pricing values may differ from the values that would have been used had a readily available market for the securities existed. These differences in valuation could be material. A security's valuation may differ depending on the method used for determining value. The use of fair value pricing by the Fund may cause the NAV of its shares to differ from the NAV that would be calculated using market prices. A fair value price is an estimate and there is no assurance that such price will be at or close to the price at which a security is next quoted or next trades.


	Cybersecurity Risk. The Fund is subject to risks associated with the use of computer systems, networks and devices to carry out routine business operations. These systems, networks and devices employ a variety of protections that are designed to prevent cyberattacks. Despite the various cyber protections utilized by the Fund, the Investment Manager, and the Fund's other service providers, their systems, networks, or devices could potentially be breached, which could have a negative impact on the Fund, its shareholders, and the Investment Manager.

	Anti-Takeover Provisions. The Fund has certain provisions in its Amended and Restated Agreement and Declaration of Trust ("Declaration of Trust") and Bylaws (together with the Declaration of Trust, the "Governing Documents") that may be regarded as "anti-takeover" provisions. These provisions could have the effect of limiting (i) the ability of other entities or persons to acquire control of the Fund; (ii) the Fund's freedom to engage in certain transactions; (iii) the ability of the Fund's Board of Trustees (the "Board") or shareholders to amend the Governing Documents or effectuate changes in the Fund's management; or (iv) the ability of the Fund's shareholders to make derivative claims against the Fund. The overall effect of these provisions is to render more difficult the accomplishment of a merger with, or the assumption of control by, a shareholder, or the conversion of the Fund to open end status. These provisions may have the effect of depriving Fund shareholders of an opportunity to sell their Shares at a premium above the prevailing market price by discouraging a third party from seeking to obtain control of the Fund. See "Description of the Securities–Certain Anti-Takeover Provisions in the Governing Documents."

Status as a Regulated Investment Company:	The Fund intends to continue to qualify for treatment as a "regulated investment company" (as defined in section 851(a) of the Code) ("RIC") under the Code. Qualification requires, among other things, compliance by the Fund with certain distribution requirements. See "Tax Considerations" in the SAI.

Investment Manager:	Bexil Advisers LLC acts as the Fund's Investment Manager pursuant to an investment management agreement (the "Investment Management Agreement") between the Investment Manager and the Fund. Under the terms of the Investment Management Agreement, the Fund pays the Investment Manager a fee at an annual rate of 0.95% of the Fund's managed assets and reimburses the Investment Manager for certain costs. Because the Investment Manager receives a fee based on the Fund's assets, the Investment Manager will benefit from any increase in assets that results from the offering of Shares. From February 1, 2011 through February 28, 2014, the daily portfolio management of the Fund was provided by the Investment Policy Committee of the Investment Manager, comprised of: Thomas B. Winmill, Chairman; John F. Ramírez, Director of Fixed Income; Heidi Keating, Vice President-Trading; and Mark C. Winmill, Chief Investment Strategist. Effective March 1, 2014, Thomas Winmill assumed sole portfolio management responsibility for the Fund. Mr. Winmill currently serves as President, Chief Executive Officer, and a Trustee or Director of the Fund, Foxby Corp., and Midas Series Trust. He is President, Chief Executive Officer, and General Counsel of the Investment Manager and Midas Management Corporation (registered investment advisers), Bexil Securities LLC and Midas Securities Group, Inc. (registered broker-dealers), Bexil Corporation, and Winmill & Co. Incorporated. He is a Director and Vice President of Self Storage Group, Inc., a Director of Bexil American Mortgage Inc. and Castle Mortgage Corporation, and Vice President of Tuxis Corporation. He is Chairman of the Investment Policy Committee of each of the Advisers, which currently manage Foxby Corp., Midas Magic, and Midas Perpetual Portfolio, and he is the sole portfolio manager of Midas Fund. Pursuant to the Investment Management Agreement, the Fund reimburses the Investment Manager for providing at cost certain administrative services comprised of compliance and accounting services. See "Management of the Fund – The Investment Manager."

Share Repurchases and Tender Offers:	If Shares publicly trade for a substantial period of time at a substantial discount from the Fund's then current NAV per share, the Board may consider, from time to time, authorizing various actions designed to reduce the discount, which may include periodic repurchases of, or tender offers for, the Shares. No assurance can be given that the Board will undertake any such action or if undertaken, the Shares will thereafter trade at a price that is at less of a discount. Under certain circumstances, a shareholder vote may be required to authorize such actions. See "Description of the Securities – Share Repurchases and Tender Offers."

Distribution Policy:	The Fund has a managed distribution policy to provide shareholders with a relatively stable cash flow and to attempt to reduce or eliminate the Fund's market price discount to its NAV per share. The policy may be changed or discontinued without notice. The distributions are paid from net investment income (including excess gains taxable as ordinary income) and any net capital gains, with the balance representing return of capital. Net capital gains recognized in the current year are distributable as ordinary income in accordance with tax regulations so long as the Fund has a capital loss carryforward and are referred to as excess gains. If, for any distribution, the sum of previously undistributed net investment income and net realized capital gains is less than the amount of the distribution, the difference, i.e., the return of capital, will be charged against the Fund's capital. The Fund's distributions are not tied to its net investment income and net realized capital gains and do not represent yield or investment return. The Fund's final distribution for each calendar year may include remaining net investment income and net capital gains otherwise undistributed during the year. See "Tax Considerations" in the SAI.

	If, for any taxable year of the Fund (which ends on December 31), the total distributions exceed the sum of the Fund's net investment income and net realized short and long term capital gains, the excess will generally be treated first as ordinary dividend income (up to the amount, if any, of the Fund's current and accumulated earnings and profits, which takes into account taxable distributions) and then as a return of capital (tax-free for a shareholder up to the amount of its tax basis in its Shares). The amount treated as a tax-free return of capital will reduce a shareholder's adjusted basis in its Shares, thereby increasing the shareholder's potential gain or reducing its potential loss on the subsequent sale of those Shares. A substantial portion of the Fund's annual distributions have historically consisted of returns of capital. This distribution policy may, under certain circumstances, have certain adverse consequences to the Fund and its shareholders. Distributions to the Fund's shareholders will only be payable after the payment of any interest on the Fund's outstanding debt. See "Distribution Policy" in this Prospectus and "Tax Considerations" in the SAI.

Dividend Reinvestment Plan:	The Fund has a Dividend Reinvestment Plan. Under the plan, all dividends and other distributions are automatically reinvested in additional Shares unless a shareholder elects to receive them in cash. See "Dividend Reinvestment Plan."

Custodian and Transfer Agent:	State Street Bank and Trust Company acts as custodian of the Fund's investments and may appoint one or more sub-custodians. The custodian is responsible for the safekeeping of Fund assets and, with its affiliates, may act as a securities lending and borrowing agent and a securities broker for portfolio transactions by the Fund. American Stock Transfer & Trust Company, LLC acts as the Fund's transfer and dividend disbursing agent.

Assumed Return on Portfolio (net of expenses)	(10.00)%	(5.00)%	0%	5.00%	10.00%
Corresponding Return to Shareholders	(10.79)%	(5.43)%	(0.08)%	5.28%	10.63%

1 Year	3 Years	5 Years	10 Years
$16	$47	$79	$171

Title of Class	Amount Authorized	Amount Held by Fund for its own Account	Amount Outstanding Exclusive of Amount Held by Fund
Common Shares	Unlimited	None	8,686,718

FUND HISTORY	1

ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENT PROGRAM	1

INVESTMENT RESTRICTIONS	26

FUND COMPLEX	27

MANAGEMENT OF THE FUND	27

CODES OF ETHICS	35

PROXY VOTING	36

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES	36

INVESTMENT MANAGEMENT AND OTHER SERVICES	37

PORTFOLIO MANAGER	38

BROKERAGE ALLOCATION AND OTHER PRACTICES	39

TAX CONSIDERATIONS	41

REPORTS TO SHAREHOLDERS	48

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	48

CUSTODIAN	48

FINANCIAL STATEMENTS	48

APPENDIX A—DESCRIPTION OF SECURITIES RATINGS	A-1

APPENDIX B—PROXY VOTING	B-1

Name, Address⁽¹⁾ and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served⁽²⁾	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee*	Other Directorships Held by Trustee⁽³⁾
Independent Trustees⁽⁴⁾
Bruce B. Huber, CLU, ChFC, MSFS February 7, 1930	Trustee (Class I)	Fund: Since May 2012 (current term ends at the 2018 annual meeting); Predecessor Fund: Since February 2011	Retired. Mr. Huber is a former Financial Representative with New England Financial, specializing in financial, estate, and insurance matters. He is a member of the Board, emeritus, of the Millbrook School, and Chairman of the Endowment Board of the Community YMCA of Red Bank, NJ.	6	None

James E. Hunt December 14, 1930	Trustee (Class III)	Fund: Since May 2012 (current term ends at the 2017 annual meeting); Predecessor Fund: Since February 2011	Limited Partner of Hunt Howe Partners LLC, executive recruiting consultants.	6	None

Peter K. Werner August 16, 1959	Trustee (Class II)	Fund: Since May 2012 (current term ends at the 2016 annual meeting); Predecessor Fund: Since February 2011	Since 1996, Mr. Werner has taught, directed, and coached many programs at The Governor's Academy of Byfield, MA. Currently, he serves as chair of the History Department. Previously, he held the position of Vice President in the Fixed Income Departments of Lehman Brothers and First Boston. His responsibilities included trading sovereign debt instruments, currency arbitrage, syndication, medium term note trading, and money market trading.	6	None

Interested Trustee⁽⁵⁾⁽⁶⁾
Thomas B. Winmill, Esq. June 25, 1959	Trustee (Class II); President, Chief Executive Officer	Fund: Since May 2012 (current term ends at the 2016 annual meeting); Predecessor Fund: Since February 2011	Mr. Thomas Winmill is President, Chief Executive Officer, and a Trustee or Director of the Fund, Foxby Corp., and Midas Series Trust. He is President, Chief Executive Officer, and General Counsel of the Investment Manager and Midas Management Corporation (registered investment advisers, collectively, the "Advisers"), Bexil Securities LLC and Midas Securities Group, Inc. (registered broker-dealers, collectively, the "Broker-Dealers"), Bexil Corporation ("Bexil"), and Winmill & Co. Incorporated ("Winco"). He is a Director and Vice President of Self Storage Group, Inc. He is a Director of Bexil American Mortgage Inc. ("BAM") and Castle Mortgage Corporation. He is Vice President of Tuxis Corporation ("Tuxis"). He is Chairman of the Investment Policy Committee of each of the Advisers (the "IPCs"), which currently manages Foxby Corp., Midas Magic, and Midas Perpetual Portfolio, and he is the sole portfolio manager of the Fund and Midas Fund. He is a member of the New York State Bar and the SEC Rules Committee of the Investment Company Institute.	6	None

	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Security in All Registered Investment Companies Overseen by Trustee in the Fund Complex
Independent Trustees
James E. Hunt	None	$50,001 - $100,000
Bruce B. Huber	None	$10,001 - $50,000
Peter K. Werner	None	$10,001 - $50,000
Interested Trustee
Thomas B. Winmill	Over $100,000	Over $100,000

	Aggregate Compensation from Fund	Total Compensation from Fund Complex⁽¹⁾ Paid to Trustees
Independent Trustees
James E. Hunt	$14,250	$37,500
Bruce B. Huber	$14,250	$37,500
Peter K. Werner	$14,750	$40,585
Interested Trustee
Thomas B. Winmill	$0	$0

Name and Address of Owner⁽¹⁾	Number of Shares and Nature of Beneficial Ownership	Percentage of Outstanding Shares
Thomas B. Winmill P.O. Box 4 Walpole, NH 03608	519,037 ⁽²⁾	5.98%
Bexil Corporation ("Bexil")	510,462 ⁽³⁾	5.88%
Midas Securities Group, Inc.	510,462⁽⁴⁾	5.88%
Winmill & Co. Incorporated ("Winco")	510,462⁽⁵⁾	5.88%
Winmill Family Trust	510,462⁽⁶⁾	5.88%
Mark C. Winmill	510,462⁽⁷⁾	5.88%
Bexil Securities LLC	510,462⁽⁸⁾	5.88%
_______________

Affiliated Person	Position with the Fund	Position with the Investment Manager
Thomas B. Winmill	Trustee, President, and Chief Executive Officer	Chief Executive Officer, President, General Counsel, and Manager
Mark C. Winmill	Vice President	Executive Vice President and Chief Investment Strategist
Thomas O'Malley	Chief Financial Officer, Chief Accounting Officer, Treasurer, and Vice President	Chief Financial Officer, Chief Accounting Officer, Vice President, Treasurer, and Manager
John F. Ramírez	General Counsel, Chief Legal Officer, Vice President, and Secretary	Senior Associate General Counsel, Vice President, and Secretary
Heidi Keating	Vice President	Vice President
Russell L. Kamerman	Chief Compliance Officer, AML Officer, Vice President, Associate General Counsel, and Assistant Secretary	Chief Compliance Officer, Anti- Money Laundering Officer, Associate General Counsel, Vice President and Assistant Secretary.

Year ended December 31,	Fees Paid (after waivers)	Waivers⁽¹⁾
2014	$1,497,852	$0
2013	$1,232,941	$0
2012	$1,107,972	$0

	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Portfolio Managers	Number of Accounts	Total Assets ($ millions)	Number of Accounts	Total Assets ($ millions)	Number of Accounts	Total Assets ($ millions)
Thomas B. Winmill	4	46	0	0	3	12

Year Ended December 31,	Total Amount Paid
2014	$90,665
2013	$84,117
2012	$32,993

—	Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions.
—	Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poor's policies
—	Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor's emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or post bankruptcy issuer as well as attributes of the anticipated obligation(s).
—	Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in Standard & Poor's opinion, documentation is close to final. Preliminary ratings may also be assigned to obligations of these entities'.
—	Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, Standard & Poor's would likely withdraw these preliminary ratings.
—	A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.

—	Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
—	Nature of and provisions of the obligation and the promise we impute.
—	Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.

Exhibit Item Number	Description	Incorporated by Reference to	Filed Herewith
(a)	Amended and Restated Agreement and Declaration of Trust dated as of June 5, 2015	Registrant's Registration Statement on Form N-2, File Nos. 333-203126 and 811-08747, filed with the SEC on June 11, 2015
(b)	Bylaws dated December 10, 2014	Registrant's Registration Statement on Form N-2, File Nos. 333-203126 and 811-08747, filed with the SEC on March 31, 2015
(c)	Not applicable	N/A
(d)(i)	Provisions of instruments defining the rights of holders of securities	Contained in Registrant's Amended and Restated Agreement and Declaration of Trust and Bylaws
(d)(ii)	Specimen stock certificate	Registrant's Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2, File Nos. 333-49969 and 811-08747, filed with the SEC on June 23, 1998
(e)	2015 Amended and Restated Dividend Reinvestment Plan	Registrant's Registration Statement on Form N-2, File Nos. 333-203126 and 811-08747, filed with the SEC on March 31, 2015
(f)	Not applicable	N/A
(g)	Investment Management Agreement dated September 19, 2012	Registrant's Registration Statement on Form N-2, File Nos. 333-189804 and 811-08747, filed with the SEC on July 3, 2013
(h)	Not applicable	N/A
(i)	Not applicable	N/A
(j)(i)	Custodian Agreement dated April 8, 2002	Registrant's Registration Statement on Form N-2, File Nos. 333-175607 and 811-08747, filed with the SEC on July 15, 2011
(j)(ii)	Amendment to Custodian Agreement dated April 1, 2011	Registrant's Registration Statement on Form N-2, File Nos. 333-175607 and 811-08747, filed with the SEC on July 15, 2011
(j)(iii)	Amendment to Custodian Agreement dated October 12, 2012	Registrant's Registration Statement on Form N-2, File Nos. 333-189804 and 811-08747, filed with the SEC on July 3, 2013
(k)(i)	Transfer Agent Agreement dated May 11, 2012	Registrant's Registration Statement on Form N-2, File Nos. 333-189804 and 811-08747, filed with the SEC on July 3, 2013
(k)(ii)	Fund Accounting Services Agreement dated February 22, 2011	Registrant's Registration Statement on Form N-2, File Nos. 333-175607 and 811-08747, filed with the SEC on July 15, 2011
(k)(iii)	U.S. PB Agreement between Registrant and BNP Paribas Prime Brokerage, Inc. on behalf of itself as agent for BNP Paribas, BNP Paribas Prime Brokerage International, Ltd. and BNPP PB Inc. dated March 29, 2012	Registrant's Registration Statement on Form N-2, File Nos. 333-189804 and 811-08747, filed with the SEC on July 3, 2013
(k)(iv)	Amendment to U.S. PB Agreement dated December 10, 2012	Registrant's Registration Statement on Form N-2, File Nos. 333-189804 and 811-08747, filed with the SEC on July 3, 2013
(k)(v)	Committed Facility Agreement between Registrant and BNP Paribas Prime Brokerage, Inc. dated March 29, 2012	Registrant's Registration Statement on Form N-2, File Nos. 333-189804 and 811-08747, filed with the SEC on July 3, 2013
(k)(vi)	Special Custody and Pledge Agreement among Registrant, State Street Bank and Trust Company, and BNP Paribas Prime Brokerage, Inc. dated March 29, 2012	Registrant's Registration Statement on Form N-2, File Nos. 333-189804 and 811-08747, filed with the SEC on July 3, 2013
(k)(vii)	Amended and Restated Special Custody and Pledge Agreement dated December 10, 2012	Registrant's Registration Statement on Form N-2, File Nos. 333-189804 and 811-08747, filed with the SEC on July 3, 2013
(k)(viii)	Fund Accounting Agreement dated March 1, 2012	Registrant's Registration Statement on Form N-2, File Nos. 333-189804 and 811-08747, filed with the SEC on July 3, 2013
(l)	Opinion and consent of counsel	Registrant's Registration Statement on Form N-2, File Nos. 333-203126 and 811-08747, filed with the SEC on June 11, 2015
(m)	Not applicable	N/A
(n)	Auditor's consent		X
(o)	Not applicable	N/A
(p)	Subscription Agreement	Registrant's Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2, File Nos. 333-49969 and 811-08747, filed with the SEC on June 23, 1998
(q)	Not applicable	N/A
(r)	Code of Ethics for Registrant and Investment Manager	Registrant's Registration Statement on Form N-2, File Nos. 333-203126 and 811-08747, filed with the SEC on March 31, 2015
(s)	Powers of Attorney	Post-Effective Amendment No. 58 to Form N-1A of Midas Series Trust, File Nos. 002-98229 and 811-04316, filed with the SEC on February 27, 2015

Listing and Registration Fees		$ 25,000
FINRA Fees		$ 0
Printing Fees		$ 25,000
Postage		$ 30,000
Legal Fees and Expenses		$ 150,000
Audit Fees and Expenses		$ 10,000
Information Agent/Subscription Agent		$ 50,000
Miscellaneous		$ 20,000
Total:		$ 310,000

Title of Class		Number of Record Holders
Common Shares of Beneficial Interest .01 par value		43

Signatures	Title	Date
/s/ Thomas B. Winmill Thomas B. Winmill	Chairman, President & Trustee (Principal Executive Officer)	August 28, 2015

/s/Thomas O'Malley Thomas O'Malley	Chief Financial Officer (Principal Financial & Accounting Officer)	August 28, 2015

/s/ Bruce B Huber*	Trustee	August 28, 2015
Bruce B. Huber
/s/ James E. Hunt*	Trustee	August 28, 2015
James E. Hunt
/s/ Peter K. Werner*	Trustee	August 28, 2015
Peter K. Werner