UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
(Rule
14a-101)
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No.__)
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Filed
by the Registrant
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þ
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Filed
by a Party other than the Registrant
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¨
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Check
the appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential, for Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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þ
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Definitive
Additional Materials
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¨
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Soliciting
Material under Rule 14a-12
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DYNEX
CAPITAL, INC.
(Name
of Registrant as Specified In Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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þ
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No
fee required.
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1)
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Title
of each class of securities to which transaction applies: N/A
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2)
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Aggregate
number of securities to which transaction applies: N/A
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3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): N/A
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4)
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Proposed
maximum aggregate value of transaction: N/A
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5)
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Total
fee paid: N/A
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¨
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Fee
paid previously with preliminary
materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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1)
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Amount
Previously Paid: N/A
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2)
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Form,
Schedule or Registration Statement No.: N/A
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3)
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Filing
Party: N/A
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4)
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Date
Filed: N/A
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On May
26, 2010, Dynex Capital, Inc. mailed the following communication to
certain holders of its Series D 9.50% Cumulative Convertible Preferred
Stock:
