Bexil Investment Trust (BXSY) proposes new 'optimal total return' objective

Rhea-AI Filing Summary

The Board of Trustees of Bexil Investment Trust is soliciting proxies for a virtual special meeting to seek shareholder approval of two proposals: (1) change the Fund’s investment objective from seeking high current income with secondary capital appreciation to seeking "optimal total return" and reclassify that objective as a non-fundamental policy, and (2) re-approve the Fund’s subclassification as a non-diversified fund. The Board unanimously recommends voting "FOR" both proposals. Approval of Proposal 1 would permit the Board to change the Fund’s objective in the future after providing at least 60 days notice to shareholders. Approval of Proposal 2 would remove the 1940 Act diversification limits (including the 75% test and 5%/10% issuer caps) and permit larger concentrations in single issuers; the proxy explains the related tax-code diversification tests (50% and 25%) that the Fund intends to respect for RIC status.

Insights

Governance Counsel

Proposal shifts control of the investment objective to the Board and seeks flexibility on diversification.

The proposal to make the investment objective non-fundamental would allow the Board to change the Fund’s stated objective without future shareholder votes, provided shareholders receive at least 60 days prior notice. This is a governance change that reduces a shareholder veto right over strategy.

Shareholders concerned about oversight should note the proxy’s plain statement that approval "may result in diminution of shareholder control"; subsequent filings or notices would show any concrete changes in policy or risk profile.

Portfolio Risk Analyst

Re‑approval as non‑diversified permits greater single‑issuer concentration and higher portfolio risk.

Reclassifying the Fund as non-diversified removes the 1940 Act requirement to invest 75% of assets with no more than 5% in a single issuer (and 10% of outstanding voting securities). The proxy explicitly warns this could increase share price volatility and loss exposure from single-issuer events.

Practically, the Investment Manager states it does not currently intend to materially change management or materially increase risk; future position sizing will determine realized impact and will be visible only in subsequent portfolio disclosures.

Key Figures

Fund notice period: 60 days 1940 Act diversified test: 75% 1940 Act issuer cap: 5% / 10% +3 more

6 metrics

Fund notice period 60 days Board must provide at least 60 days notice before changing a non-fundamental objective

1940 Act diversified test 75% Diversified funds must invest at least 75% of assets so no more than 5% in any issuer

1940 Act issuer cap 5% / 10% No more than 5% of assets in securities of any issuer and no more than 10% of outstanding voting securities

Approval voting thresholds 67% or >50% Majority of outstanding voting securities defined as <percent>67%</percent> of shares present if >50% present, or >50% of outstanding shares

Tax code RIC diversification 50% / 25% To maintain RIC status, <b>50%</b> test and <b>25%</b> limits apply at quarter-ends per the Code

Quorum requirement One-third Quorum is presence in person or by proxy of not less than one-third of votes entitled to be cast

Key Terms

non-fundamental, non-diversified, 25% basket, RIC

4 terms

non-fundamental regulatory

"make the investment objective a non-fundamental policy"

non-diversified regulatory

"re-approve the subclassification of the Fund as a “non-diversified” fund"

Non-diversified describes an investment vehicle or portfolio that concentrates its holdings in a relatively small number of stocks, bonds or similar assets rather than spreading money across many different holdings. It matters to investors because concentration can amplify both gains and losses — like carrying most of your groceries in a few bags instead of many — so these investments can be riskier and more volatile but may offer higher reward if the chosen assets perform well.

25% basket financial

"the 25% basket may not be increased for a diversified fund"

RIC tax

"continue to qualify as a regulated investment company under the Internal Revenue Code"

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Available on EDGAR 07/08/2026 - 06:03 AM Accepted by SEC EDGAR 07/07/2026 - 07:58 PM Learn about SEC filing dates

FAQ

What are the proposals in the BXSY proxy?

The Fund asks shareholders to approve (1) a change of objective to "optimal total return" and make it non-fundamental, and (2) re-approval to operate as a non-diversified fund. The Board unanimously recommends voting "FOR" both proposals.

How would making the objective non-fundamental affect shareholders of BXSY?

Making the objective non-fundamental would let the Board change the Fund’s objective without shareholder approval after providing 60 days advance notice. The proxy notes this could diminish shareholder control over strategy.

What does re‑approving Bexil as a non‑diversified fund mean?

Re‑approval would remove 1940 Act diversification constraints, permitting larger concentrations in single issuers. The proxy states this could increase risk and share price volatility from adverse events affecting a concentrated holding.

What voting threshold is required to approve the proposals?

Each proposal requires approval by a "majority of the Fund’s outstanding voting securities," defined as the lesser of 67% of shares present if >50% are present, or more than 50% of outstanding shares.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant  ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12
BEXIL INVESTMENT TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ ☐		No fee required. Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

BEXIL INVESTMENT TRUST

P.O. Box 4

Walpole, NH 03608

Walpole, NH

[_______], 2026

Dear Fellow Shareholders:

The Board of Trustees of Bexil Investment Trust, a Delaware statutory trust (the “Fund”), has called a special meeting of shareholders to be held via a live audio webcast at [_____] on [_____], 2026, at [_____] Eastern Time, or any adjournments or postponements thereof (the “Meeting”).

The purpose of the Meeting is to seek shareholder approval of the proposals described in the enclosed proxy statement. As described in more detail in the enclosed proxy statement, shareholders of the Fund are being asked (i) to change the Fund’s investment objective from a primary investment objective to seek high current income with capital appreciation as a secondary objective to one of seeking “optimal total return”, and reclassify the investment objective from a fundamental policy of the Fund (which may only be changed with the approval of shareholders) to a non-fundamental policy (which may be changed by the Board of Trustees of the Fund (the “Board”) without shareholder approval) (“Proposal 1”); and (ii) to re-approve the subclassification of the Fund as a “non-diversified” fund (“Proposal 2”).

The proposed changes to the Fund’s investment objective (and the treatment of such investment objective as non-fundamental) and diversification subclassification are intended to provide the Fund with greater investment flexibility to pursue its investment strategies and/or respond to a changing regulatory and investment environment, simplify compliance with applicable rules, and provide enhanced clarity for shareholders as to the operations of the Fund.

Enclosed you will find the Notice of Special Meeting of Shareholders, Proxy Statement and Proxy Card. These materials contain important information about the matters to be considered at the Meeting. We urge you to read them carefully. Then, please make sure to vote promptly.

Your vote is very important to us no matter how many Fund shares you own. The Board unanimously recommends that you vote “FOR” each proposal identified in the Notice of Special Meeting of Shareholders.

If you have any questions, please contact [_____]. We appreciate your participation and prompt response regarding this important matter, and thank you for your continued support.

Sincerely,

Thomas Winmill

President

Bexil Investment Trust

YOUR VOTE IS IMPORTANT

Please sign, date, and return your proxies in the enclosed envelope at your earliest convenience. Delay may cause the Fund to incur additional expenses to solicit votes for the Meeting.

BEXIL INVESTMENT TRUST

P.O. Box 4

Walpole, NH 03608

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

[_____], 2026

To the Shareholders of

Bexil Investment Trust:

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of Bexil Investment Trust, a Delaware statutory trust (the “Fund”), will be held via a live audio webcast at [_____] on [_____] 2026, at [_____] Eastern Time, or any adjournments or postponements thereof (the “Meeting”), for the following purposes:

1. To approve the following changes to the Fund’s investment objective: (a) change the Fund’s investment objective from a primary investment objective to seek high current income with capital appreciation as a secondary objective to one of seeking “optimal total return”, and (b) reclassify the investment objective from a fundamental policy of the Fund (which may only be changed with the approval of shareholders) to a non-fundamental policy (which may be changed by the Board of Trustees of the Fund without shareholder approval).

2. To re-approve the subclassification of the Fund as a “non-diversified” fund.

3. To transact any other business that may properly come before the Meeting or any adjournments or postponements thereof.

The Board of Trustees unanimously recommends that you vote “FOR” all of the proposals.  Only shareholders of record of the Fund as of the close of business on [_____], 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. Shareholders may vote by completing and signing the enclosed Proxy Card and returning it in the postage paid envelope provided, or by following the instructions on the Proxy Card for voting by telephone or via the Internet.

By Order of the Board of Trustees,

Russell Kamerman
Secretary
Bexil Investment Trust

Walpole, NH

* The Fund’s Internet address is included herein as a textual reference only. The information on the website is not incorporated by reference into this Notice of Special Meeting of Shareholders or Proxy Statement.

Important Notice regarding the Availability of Proxy Materials for the

Special Meeting of Shareholders to Be Held on [_____], 2026:

This Notice of Special Meeting of Shareholders, Proxy Statement, and a form of

Proxy Card are available at https://www.bexilinvestmenttrust.com/literature/proxy-statements

INSTRUCTIONS FOR SIGNING PROXY CARDS AND VOTING INSTRUCTION FORM

The following general rules for signing the proxy cards and voting instruction forms may be of assistance to you and may avoid the time and expense to the Fund involved in validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card or voting instruction form.

2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.

3. All Other Accounts: The capacity of the individual signing the proxy card or voting instruction form should be indicated unless it is reflected in the form of registration. For example:

Registration		Valid Signature
Corporate Accounts
(1) ABC Corp.		ABC Corp., by [title of authorized officer]
(2) ABC Corp., c/o John Doe Treasurer		John Doe
(3) ABC Corp. Profit Sharing Plan		John Doe, Trustee
Trust Accounts
(1) ABC Trust		Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee, u/t/d 12/28/98		Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA or UTMA		John B. Smith
(2) Estate of John Doe, John B. Smith, Jr., Executor		John B. Smith, Jr., Executor

BEXIL INVESTMENT TRUST

P.O. Box 4

Walpole, NH 03608

PROXY STATEMENT

Special Meeting of Shareholders

to be Held on [_____], 2026

[_____], 2026

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board” or the “Trustees”) of Bexil Investment Trust, a Delaware statutory trust (the “Fund”), to be voted at a special meeting of shareholders of the Fund to be held via a live audio webcast at [_____] on [_____], 2026, at [_____] Eastern Time, or any adjournments or postponements thereof (the “Meeting”).

We will not hold a physical, in-person meeting. Instead, the Meeting will be held in a virtual meeting format only using an audio webcast.

The Board has fixed the close of business on [_____], 2026 (the “Record Date”) as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. It is estimated that proxy materials will be mailed to shareholders as of the Record Date on or about [_____], 2026.

On the Record Date, [_____] common shares of beneficial interest of the Fund, par value $0.01 per share (“common shares” or “shares”), were outstanding. Each outstanding share is entitled to one vote, and each fractional share is entitled to a proportional fractional vote, on each of the matters to be voted on at the Meeting. All properly executed and timely received proxies will be voted at the Meeting in accordance with the directions marked thereon or otherwise provided therein. If you properly execute and return your proxies but do not indicate any voting instructions, your shares will be voted “FOR” each proposal. Any shareholder may revoke a proxy at any time prior to the exercise thereof by giving written notice to the Secretary of the Fund at P.O. Box 4, Walpole, NH 03608, by signing another proxy of a later date, or by personally voting at the Meeting.  Refer to Exhibit A for principal shareholders of the Fund. As of the Record Date, the Fund’s officers and Trustees directly owned in the aggregate [_____] of the outstanding shares of the Fund.

A quorum for the Meeting will consist of the presence in person or by proxy of the holders of not less than one-third of the votes entitled to be cast at the Meeting. Whether or not a quorum is present at the Meeting, the chairman of the Meeting shall have the power to adjourn the Meeting from time to time, including to permit further solicitation of proxies, to a date not more than 150 days after the Record Date without further notice other than announcement at the Meeting. Abstentions and broker non-votes will not have an impact on the chairman’s determination to adjourn the Meeting. At such adjourned Meeting at which a quorum is present, any business may be transacted which might have been transacted at the Meeting as originally notified.

With respect to Proposals 1 and 2, each proposal requires approval of the holders of a majority of the Fund’s outstanding voting securities, voting as a single class.  A “majority of the Fund’s outstanding voting securities” for this purpose and under the Investment Company Act of 1940, as amended (the “1940 Act”), means the lesser of (1) 67% or more of the Fund’s shares present at a meeting if more than 50% of the outstanding shares of the Fund are present and represented by proxy, or (2) more than 50% of the outstanding shares of the Fund.

Properly executed proxies may contain instructions to abstain from voting or to withhold authority to vote (an “abstention”) or may represent a broker “non-vote” (which is a proxy from a broker or nominee indicating that the broker or nominee has not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power to vote). The shares represented by abstentions or broker non-votes will be considered present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Because approval of each proposal requires the affirmative vote of a majority of the Fund’s outstanding voting securities, abstentions and broker non-votes will have the same practical effect as votes cast against each proposal.

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* The Fund’s Internet address is included herein as a textual reference only. The information on the website is not incorporated by reference into this Notice of Special Meeting of Shareholders or Proxy Statement.

IMPORTANT INFORMATION ABOUT YOUR VOTE

While we strongly encourage you to read the full text of this Proxy Statement, we also are providing the following brief overview in “Questions and Answers” format. If you have any questions about the Proxy Statement or how to vote your shares, please call [_____].

Questions and Answers

Question: What proposals will be acted upon at the Meeting?

Answer: At the Meeting, you will be asked (i) to approve a change in the Fund’s investment objective from a primary investment objective to seek high current income with capital appreciation as a secondary objective to one of seeking “optimal total return”, and to reclassify the investment objective from a fundamental policy of the Fund (which may only be changed with the approval of shareholders) to a non-fundamental policy (which may be changed by the Board of Trustees of the Fund without shareholder approval) (“Proposal 1”), and (ii) to re-approve the subclassification of the Fund as a “non-diversified” fund (“Proposal 2”).

Question: How does the Board recommend that I vote?

Answer: After careful consideration, the Board, including all those Trustees who are not “interested persons” (as defined in the 1940 Act) of the Fund (the “Independent Trustees”), unanimously approved and recommends that you vote in favor of the proposals. The reasons for the Board’s recommendations are discussed in more detail in the Proxy Statement.

Question: What are shareholders being asked to approve in Proposal 1?

Answer: At the recommendation of the Fund’s investment manager, Bexil Advisers LLC (the “Investment Manager”), the Board approved, subject to shareholder approval, a change in the Fund’s investment objective from a primary investment objective to seek high current income, with capital appreciation as a secondary objective, to one of seeking optimal total return. The Board also approved, subject to shareholder approval, changing the Fund’s investment objective from a fundamental policy to a non-fundamental policy. “Fundamental” means that the Fund’s investment objective can only be changed with shareholder approval and “non-fundamental” means that the Board would be able to change the Fund’s investment objective in the future without shareholder approval, subject to providing at least 60 days prior notice to the Fund’s shareholders.

The proposed changes to the Fund’s investment objective (and the treatment of such investment objective as non-fundamental) are intended to provide the Fund with greater investment flexibility to pursue its investment strategies and/or respond to a changing regulatory and investment environment, and provide enhanced clarity for shareholders as to the operations of the Fund. The Investment Manager has advised the Board that if Proposal 1 is approved, it does not currently intend to materially change the manner in which it manages the Fund’s investment strategies, or to materially increase the Fund’s risk profile. Approval of Proposal 1 may result in diminution of shareholder control of the Fund.

Question: What are shareholders being asked to approve in Proposal 2?

Answer: In 2017, shareholders approved changing the subclassification of the Fund from a “diversified” to “non-diversified” fund, as such term is defined in the 1940 Act. Under the 1940 Act, if the Fund does not operate as non-diversified within three years of shareholder approval, as is the case with the Fund, the Fund’s subclassification reverts back to “diversified.”

Although the Fund currently qualifies as diversified, the Fund is seeking shareholder re-approval of its subclassification to a non-diversified fund to simplify its compliance with applicable rules and to maintain the Fund’s flexibility to pursue its investment strategies. Accordingly, the Board has

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unanimously approved, and recommends that shareholders of the Fund re-approve, changing the subclassification of the Fund to a non-diversified fund.

As a 1940 Act diversified fund, the Fund is required to invest at least 75% of its total assets so that no more than 5% of its total assets is invested in the securities of any issuer, and so that it holds no more than 10% of the outstanding voting securities of any issuer. With respect to the remaining 25% of its total assets, there is no limit on the amount of assets the Fund is able to invest in the securities of a single issuer. These limits apply at the time the Fund purchases a security although the Fund may exceed these limits if positions it already holds increase in value relative to the rest of the Fund’s holdings, as is currently the case. As a 1940 Act non-diversified fund, the Fund would not be subject to these requirements.

If shareholders re-approve the subclassification of the Fund as a non-diversified fund, the Fund will be permitted to invest a higher percentage of its assets in a smaller number of companies or in any one issuer, and may have more risks than a diversified fund. For example, investing a larger percentage of the Fund’s assets in any one issuer could increase the Fund’s risk of loss and its share price volatility because the value of its shares would be more susceptible to adverse events affecting that issuer. However, the Board believes that continuing to retain the flexibility to operate as a non-diversified fund would help the Fund maintain its ability to respond to future investment opportunities.

Question: Will my vote make a difference?

Answer: YES. Your vote is very important and can make a difference in the governance and management of the Fund, no matter how many shares you own. We encourage all shareholders to participate in the governance of the Fund.

Question: What happens if shareholders do not approve one or both proposals?

Answer: In the event that a Proposal fails to receive the requisite shareholder approval, the Proposal will not be implemented. With regard to Proposal 1, this means the Fund will continue to be managed in accordance with its current stated investment objective and such objective will remain a fundamental policy of the Fund.  With regard to Proposal 2, this means that the Fund will continue to be managed as a diversified fund.

Question: What other business will be discussed at the Meeting?

Answer: No other business may be acted upon at the Meeting other than as described in this Proxy Statement. If any procedural matters related to the proposal described herein properly come before the Meeting, shares represented by proxies will be voted in the discretion of the person or persons holding the proxies. The Fund intends to exercise its discretionary authority with respect to any matter not properly presented at the Meeting.

Question: How do I vote?

Answer: [_____]

Question: How can I attend the Meeting?

Answer: While it is not necessary for you to attend the Meeting in order to vote your shares, shareholders may attend by visiting the website listed above. To participate in the Meeting, you will need the control number included on your proxy card or on the instructions that accompanied your proxy materials. During the Meeting, you will participate in an audio webcast as a “listen only” participant. The Meeting will start at [_____].

Question: What number should I call if I have questions?

Answer: Please call [_____] with any questions.

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PROPOSAL 1: TO APPROVE A CHANGE IN THE INVESTMENT OBJECTIVE OF THE FUND AND TO MAKE THE INVESTMENT OBJECTIVE A NON-FUNDAMENTAL POLICY OF THE FUND

Currently, the Fund’s primary investment objective is to seek high current income, with capital appreciation as a secondary objective. This investment objective of the Fund is currently a fundamental policy. The Board recommends that shareholders of the Fund approve a change in the Fund’s investment objective to one of seeking “optimal total return” and to make the investment objective a non-fundamental policy. “Fundamental” means that the Fund’s investment objective can only be changed with shareholder approval and “non-fundamental” means that the Board would be able to change the Fund’s investment objective in the future without shareholder approval, subject to providing at least 60 days prior notice to the Fund’s shareholders.

The proposed changes to the Fund’s investment objective (and the treatment of such investment objective as non-fundamental) are intended to provide the Fund with greater investment flexibility to pursue its investment strategies and/or respond to a changing regulatory and investment environment, and provide enhanced clarity for shareholders as to the operations of the Fund. The Investment Manager has advised the Board that if Proposal 1 is approved, it does not currently intend to materially change the manner in which it manages the Fund’s investment strategies, or to materially increase the Fund’s risk profile.  Approval of Proposal 1 may result in diminution of shareholder control of the Fund.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,

UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND

VOTE “FOR” APPROVAL OF THIS PROPOSAL.

Vote Required

Proposal 1 requires approval of the holders of a majority of the Fund’s outstanding voting securities, voting as a single class.  A “majority of the Fund’s outstanding voting securities” for this purpose and under the 1940 Act means the lesser of (1) 67% or more of the Fund’s shares present at a meeting if more than 50% of the outstanding shares of the Fund are present and represented by proxy, or (2) more than 50% of the outstanding shares of the Fund.

PROPOSAL 2: TO RE-APPROVE THE SUBCLASSIFICATION OF THE FUND AS A “NON-DIVERSIFIED” FUND

In 2017, shareholders approved changing the subclassification of the Fund from a “diversified” to “non-diversified” fund, as such term is defined in the 1940 Act. Under the 1940 Act, if the Fund does not operate as non-diversified within three years of shareholder approval, as is the case with the Fund, the Fund’s subclassification reverts back to “diversified.”

Although the Fund currently qualifies as diversified, the Fund is seeking shareholder re-approval of its subclassification to a non-diversified fund to simplify its compliance with applicable rules and to maintain the Fund’s flexibility to pursue its investment strategies. Accordingly, the Board has unanimously approved, and recommends that shareholders of the Fund re-approve, changing the subclassification of the Fund to a non-diversified fund.

If shareholders do not approve Proposal 2, the Fund will continue to seek to qualify as a diversified fund and may seek shareholder approval to change its subclassification to a non-diversified fund at a subsequent meeting of shareholders. As a 1940 Act diversified fund, the Fund is required to invest at least 75% of its total assets so that no more than 5% of its total assets is invested in the securities of any issuer, and so that it holds no more than 10% of the outstanding voting securities of any issuer. With respect to the remaining 25% of its total assets, there is no limit on the amount of assets the Fund is able to invest in the securities of a single issuer. These 1940 Act limits do not apply to securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities or repurchase agreements collateralized by any of such obligations. These limits apply at the time the Fund purchases a security although the Fund may exceed these limits if positions it already holds increase in value relative to the rest of the Fund’s holdings, as is currently the case. As a 1940 Act non-diversified fund, the Fund would not be subject to these requirements.

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If shareholders re-approve the subclassification of the Fund as a non-diversified fund, the Fund will be permitted to invest a higher percentage of its assets in a smaller number of companies or in any one issuer, and may have more risks than a diversified fund. For example, investing a larger percentage of the Fund’s assets in any one issuer could increase the Fund’s risk of loss and its share price volatility because the value of its shares would be more susceptible to adverse events affecting that issuer. However, the Board believes that continuing to retain the flexibility to operate as a non-diversified fund would help the Fund maintain its flexibility to respond to future investment opportunities.

As a general matter, the Board believes that operating the Fund as non-diversified provides the Investment Manager flexibility in implementing the Fund’s investment strategies. Further, it enables the Investment Manager to focus the Fund’s investments on those securities that it believes may assist the Fund pursue its investment objective, although the Investment Manager’s investment choices represent its subjective determinations and it may not accurately assess the investment prospects of a particular security.

Shareholder approval of Proposal 2 would enable the Fund to operate as a non-diversified fund, which means that it would not be limited by the 1940 Act in the proportion of its assets that may be invested in the obligations of a single issuer. As a result, the Fund may hold a smaller number of issuers than if it were diversified. Investing in a non-diversified fund could involve more risk than investing in a fund that holds a broader range of securities because the Fund’s net asset value may be more vulnerable to changes in the market value of a single issuer or group of issuers and may be relatively more susceptible to adverse effects from any single corporate, industry, economic, market, political, or regulatory occurrence.

The Board believes that this investment flexibility may provide opportunities, however, to enhance the Fund’s performance, although investing a larger percentage of the Fund's assets in any one issuer could increase the Fund’s risk of loss and its share price volatility, because the value of its shares would be more susceptible to adverse events affecting that issuer. If the Fund takes a larger position in an issuer that subsequently has an adverse return, the Fund may have a greater loss than it would have had if it had more diversified its investments. The Investment Manager may use this investment flexibility for the Fund to take larger positions in the securities of a single issuer when it believes the investment opportunity may justify the risks involved.

If the Fund’s shareholders approve this proposal, the Fund may operate as non-diversified or it may not, depending on the investment opportunities available to the Fund. The Fund intends to operate as non-diversified when it believes it would be in shareholders’ best interests to do so; provided, that if the Fund does not operate as non-diversified within three years of shareholder approval, 1940 Act rules will require the Fund to again seek shareholder approval to operate as non-diversified.

The Fund’s current intention, however, is to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”) and be subject to its diversification rules. These rules provide that, to maintain favorable tax treatment, the Fund must invest at least 50% of its total assets so that no more than 5% of its total assets is invested in the securities of any issuer, and so that it holds no more than 10% of the outstanding voting securities of any issuer. With respect to the remaining 50% of its total assets, the Fund is limited to investing 25% in the securities of a single issuer. These limits apply only as of the end of each quarter of the Fund’s fiscal year, so the Fund may actually have a higher concentration in an issuer during periods between the ends of its fiscal quarters. Like the 1940 Act limits, the Code limits do not apply to securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or repurchase agreements collateralized by any of such obligations.

The following is a hypothetical situation which seeks to illustrate how operating the Fund as a non-diversified fund gives the Investment Manager more flexibility in implementing the Fund’s investment strategies. This hypothetical situation is used for illustration purposes only.

As described above, a 1940 Act diversified fund, with respect to 25% of its total assets (the “25% basket”), may invest more than 5% of its total assets in one or more issuers. For example, assume that a 1940 Act diversified fund’s portfolio includes, among other securities, securities of three fictional companies: GlobalCo, WorldCo, and USCo. At the time the 1940 Act diversified fund purchased securities of these companies, the companies made up the “25% basket”. Assume, for purposes of this example, that the 1940 Act diversified fund purchased GlobalCo at $5 per share and GlobalCo increases in value to $20 per share so that, combined with WorldCo and USCo, these three

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holdings now exceed 25% of the 1940 Act diversified fund’s total assets. As described above, the 1940 Act diversified fund may exceed the 25% limit because when it purchased securities of these companies, they made up (no more than) the 25% basket. However, the 1940 Act diversified fund cannot now take a larger position in GlobalCo, WorldCo or USCo because a 1940 Act diversified fund cannot add any more to the 25% basket. The same issue arises if the other holdings decrease in price so that the securities in the 25% basket then exceed 25% of the 1940 Act diversified fund’s total assets. If, however, shareholders re-approve the Fund’s subclassification as a 1940 Act non-diversified fund, the Fund would be able to take a larger position in any of the companies in this hypothetical situation because the Fund would not be constrained by the 25% basket. If the prices of the holdings in the hypothetical situation described above were to decrease, such that they became a smaller relative portion of the 1940 Act diversified fund’s portfolio (i.e., the three securities fell to 15% or 20% of the Fund’s total assets), the 1940 Act diversified fund’s diversification limits would not apply. Investing a larger percentage of the Fund’s assets in any one issuer carries certain risks, as described above.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,

UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND

VOTE “FOR” APPROVAL OF THIS PROPOSAL.

Vote Required

Proposal 2 requires approval of the holders of a majority of the Fund’s outstanding voting securities, voting as a single class.  A “majority of the Fund’s outstanding voting securities” for this purpose and under the 1940 Act means the lesser of (1) 67% or more of the Fund’s shares present at a meeting if more than 50% of the outstanding shares of the Fund are present and represented by proxy, or (2) more than 50% of the outstanding shares of the Fund.

ADDITIONAL INFORMATION

Section 16(a) Beneficial Ownership Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Section 30(h) of the 1940 Act in combination require the Fund’s Trustees, officers, Investment Manager, affiliates of the Investment Manager, and persons who beneficially own more than 10% of the Fund’s outstanding securities (collectively, “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Such persons are required by SEC regulations to furnish the Fund with copies of all such filings. Based on the Fund’s review of Forms 3 and 4 and amendments thereto furnished to the Fund during its most recent fiscal year and Forms 5 and amendments thereto furnished to the Fund with respect to its most recent fiscal year, the Fund believes that the Reporting Persons complied with the filing requirements of Section 16(a) of the 1934 Act.

No Dissenters’ Rights

Shareholders have no rights under applicable law or the Fund’s Amended and Restated Agreement and Declaration of Trust, as amended (the “DOT”), and Bylaws, as amended (the “Bylaws” and together with the DOT, the “Governing Documents”) to exercise dissenters’ rights of appraisal with respect to the matters to be voted upon at the Meeting.

Submission Deadlines for Shareholder Proposals

The Fund does not hold shareholder meetings, except to the extent that such meetings may be required under the 1940 Act or state law and only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Fund’s notice of meeting.  In the event the Fund calls a special meeting of shareholders for the purpose of electing one or more individuals to the Board of Trustees, any such shareholder may nominate an individual or individuals (as the case may be) for election as a Trustee as specified in the Fund’s notice of meeting, if the shareholder’s notice required by the Fund’s Bylaws, Article II, Section 12, shall be delivered to the Secretary at the principal executive office of the Fund not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees

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proposed by the Board of Trustees to be elected at such meeting. Shareholders who wish to submit proposals for inclusion in the Fund’s proxy statement pursuant to Rule 14a-8(e)(2) of the 1934 Act for a subsequent shareholder meeting should send their written proposals to the Fund’s Secretary at the address set forth on the cover of this Proxy Statement within a reasonable time before the Fund begins to print and send its proxy materials.   Any shareholder proposal that is not submitted before the Fund sends out its proxy materials will be considered untimely and will not be included in the proxy materials.

The foregoing description of the procedures for a Fund shareholder properly to make a nomination for election to the Board or to propose other business for the Fund is only a summary and is not complete. The submission by a shareholder of a proposal for inclusion in the proxy statement or presentation at the Meeting does not guarantee that it will be included or presented. Shareholder proposals are subject to certain requirements under the federal securities laws and Delaware law and must be submitted in accordance with the Fund’s Governing Documents, the Nominating Committee Charter and Appendix A thereto, the Conflicts of Interest and Corporate Opportunities Policy, adopted by the Board on May 8, 2012, as subsequently amended or modified, and other applicable laws and/or documents. Copies of the Fund’s Governing Documents, including the provisions which concern the requirements for shareholder nominations and proposals, and the provisions which concern the eligibility of a shareholder to make a nomination or proposal of other business, are available on the Fund’s website at www.BexilInvestmentTrust.com. The Fund will also furnish, without charge, a copy of its Governing Documents to a shareholder upon request, which may be requested by writing to the Fund’s Secretary at the address set forth on the cover of this Proxy Statement. Any shareholder considering making a nomination or other proposal should carefully review and comply with the applicable provisions of the Fund’s Governing Documents.

Proposals should be mailed to the Fund, to the attention of the Fund’s Secretary at the address set forth on the cover of this Proxy Statement.

Shareholder Communications with the Board of Trustees

The Board has adopted a process for shareholders to send communications to the Board. To communicate with the Board or an individual Trustee, a shareholder must send a written communication to the Fund’s principal office at the address listed in the Notice of Special Meeting of Shareholders accompanying this Proxy Statement, addressed to the Board or the individual Trustee. Such communications must be signed by the shareholder and identify the number of shares held by the shareholder. All shareholder communications received in accordance with this process will be forwarded to the Board or the individual Trustee. Any shareholder proposal submitted pursuant to Rule 14a-8 under the 1934 Act must meet all the requirements of Rule 14a-8.

Expense of Proxy Solicitation

Certain officers of the Fund and certain officers and employees of the Investment Manager or its affiliates (none of whom will receive additional compensation therefore) may solicit proxies personally or by telephone or electronic communication. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies, and will be reimbursed by the Fund for such out-of-pocket expenses. The Fund has retained [_____] as its proxy solicitor for which the Fund will pay [_____].

Investment Manager

The address of the Investment Manager is P.O. Box 4, Walpole, NH 03608. The Investment Manager furnishes certain investment management and other services to the Fund as provided in an investment management agreement.

Shareholder Reports

The Fund prepares and mails to its shareholders financial reports, normally on a semi-annual basis. The Fund will furnish to shareholders upon request, without charge, copies of its annual report and most recent semi-annual report succeeding the annual report, if any, to any shareholder upon request. Requests for such annual report should

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be directed to the Fund at P.O. Box 4, Walpole, NH 03608 or by telephone to [_____]. Copies can also be obtained by visiting our website at www.BexilInvestmentTrust.com.   Copies of our annual and semi-annual reports are also available on the EDGAR Database on the SEC’s website at www.sec.gov.

Householding

One document (e.g., an annual or semi-annual report, or set of proxy soliciting materials) may be delivered to multiple shareholders at the same address unless you request otherwise. You may request that we deliver separate copies, a single copy (if multiple copies are received at the same address), and/or additional copies of these documents by calling toll free 855-411-6432 or writing to the Fund at P.O. Box 4, Walpole, NH 03608.

OTHER BUSINESS

The Fund’s Bylaws provide that the only matters that may be acted on at the Meeting are those stated in the Notice of Special Meeting of Shareholders, except as required by applicable law. Accordingly, other than such matters, no other business may properly come before the Meeting. If any such matters requiring a vote of shareholders should arise, the persons named as proxies will vote on such procedural matters in accordance with their discretion.

By Order of the Board of Trustees

Russell Kamerman, Secretary

[_____], 2026

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EXHIBIT A

PRINCIPAL SHAREHOLDERS

A principal shareholder is any person or entity who owns of record or beneficially 5% or more of the outstanding shares of the Fund. A control person is any person or entity who owns beneficially or through controlled companies more than 25% of the outstanding shares of the Fund or acknowledges the existence of control. A control person possesses the ability to control the outcome of matters submitted for shareholder vote by the Fund.

As of the Record Date, the Fund is not aware of any person or “group” (as that term is used in Section 13(d)(3)

of the 1934 Act, and the rules and regulations promulgated thereunder and exemptions granted therefrom), owning beneficially 5% or more of the Fund’s outstanding shares, except as follows:

Name and Address of Beneficial Owner(1)		Amount and Nature of Beneficial Ownership		Percentage of Outstanding Shares
Bexil Securities LLC		[_____](2)		[_____]%
Bexil Advisers LLC		[_____](3)		[_____]%
Bexil Corporation		[_____](4)		[_____]%
Midas Securities Group, Inc.		[_____](5)		[_____]%
Winmill & Co. Incorporated		[_____](6)		[_____]%
Winmill Family Trust		[_____](7)		[_____]%
Mark Winmill		[_____](8)		[_____]%
Thomas Winmill P.O. Box 4 Walpole, NH 03608		[_____](9)		[_____]%
William Winmill		[_____](10)		[_____]%

⁽¹⁾ Unless otherwise noted, the address of each person is P.O. Box 4, Walpole, NH 03608.

⁽²⁾ Bexil Securities LLC (“Bexil Securities”) has direct beneficial ownership of these shares.

⁽³⁾ Bexil Advisers LLC (“Investment Manager”) has direct beneficial ownership of these shares.

⁽⁴⁾ Bexil Corporation (“Bexil”) has direct beneficial ownership of [_____] shares, which is [_____]% of the outstanding shares of the Fund, and may be deemed to have indirect beneficial ownership of the remaining shares by being the sole member of Bexil Securities and the Investment Manager.

⁽⁵⁾ Midas Securities Group, Inc. (“Midas Securities”) has direct beneficial ownership of [_____] shares, which is [_____]% of the outstanding shares of the Fund, and may be deemed to have indirect beneficial ownership of the remaining shares by being the owner of approximately [_____]% of the outstanding shares of Bexil.

⁽⁶⁾ Winmill & Co. Incorporated (“Winco”) has direct beneficial ownership of [_____] shares, which is [_____]% of the outstanding shares of the Fund, and may be deemed to have indirect beneficial ownership of the remaining shares by being the owner of all the outstanding shares of Midas Securities.

⁽⁷⁾ The Winmill Family Trust (“Trust”) may be deemed to have indirect beneficial ownership of these shares by being the owner of all of the voting stock of Winco.

⁽⁸⁾ Mark Winmill is a trustee of the Trust and may be deemed to have indirect beneficial ownership of these shares, as a result of his status as a trustee of the Trust and a controlling person of Winco, and Midas Securities. Mr. Mark Winmill disclaims beneficial ownership of these shares.

⁽⁹⁾ Thomas Winmill has direct beneficial ownership of [_____] shares, which is [_____]% of the outstanding shares of the Fund, and he may be deemed to have indirect beneficial ownership of the remaining shares, of which he disclaims beneficial ownership, by being a trustee of the Trust and a controlling person of Winco, Midas Securities, and Bexil.

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⁽¹⁰⁾ William Winmill has direct beneficial ownership of [_____] shares, which is [_____]% of the outstanding shares of the Fund, and he may be deemed to have indirect beneficial ownership of the remaining shares, of which he disclaims beneficial ownership, by being a trustee of the Trust and a director of Winco and Bexil.

All of the foregoing entities and persons intend to vote their shares of the Fund in favor of the proposals.

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