UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-4915
DNP Select Income Fund Inc.
(Exact name of registrant as specified in charter)
200 S. Wacker Drive, Suite 500, Chicago, Illinois 60606
(Address of principal executive offices) (Zip code)
Alan M. Meder | Lawrence R. Hamilton, Esq. |
DNP Select Income Fund Inc. | Mayer Brown LLP |
200 S. Wacker Drive, Suite 500 | 71 South Wacker Drive |
Chicago, Illinois 60606 | Chicago, Illinois 60606 |
(Name and address of agents for service)
Registrant’s telephone number, including area code: (312) 368-5510
Date of fiscal year end: October 31
Date of reporting period: October 31, 2016
ITEM 1. REPORTS TO STOCKHOLDERS
The Annual Report to Stockholders follows.
Income Fund Inc.
October 31, 2016
Total
Return1 For the period indicated through October 31, 2016 |
||||||||||||||||
One Year |
|
Three Years (annualized) |
|
Five
Years (annualized) |
||||||||||||
DNP Select Income Fund Inc. |
||||||||||||||||
Market Value2 |
12.1 | % | 9.9 | % | 7.4 | % | ||||||||||
Net Asset Value3 |
17.3 | % | 10.4 | % | 12.5 | % | ||||||||||
Composite Index4 |
15.9 | % | 11.5 | % | 10.4 | % | ||||||||||
S&P 500® Utilities Index4 |
17.1 | % | 12.5 | % | 11.5 | % | ||||||||||
Bloomberg Barclays U.S. Utility Bond Index4 |
8.4 | % | 6.0 | % | 4.9 | % |
1 | Past performance is not indicative of future results. Current performance may be lower or higher than performance in historical periods. |
2 | Total return on market value assumes a purchase of common stock at the opening market price on the first business day and a sale at the closing market price on the last business day of the period shown in the table and assumes reinvestment of dividends at the actual reinvestment prices obtained under the terms of the Funds dividend reinvestment plan. In addition, when buying or selling stock, you would ordinarily pay brokerage expenses. Because brokerage expenses are not reflected in the above calculations, your total return net of brokerage expenses would be lower than the total return on market value shown in the table. Source: Administrator of the Fund. |
3 | Total return on NAV uses the same methodology as is described in note 2, but with use of NAV for beginning, ending and reinvestment values. Because the Funds expenses (ratios detailed on page 14 of this report) reduce the Funds NAV, they are already reflected in the Funds total return on NAV shown in the table. NAV represents the underlying value of the Funds net assets, but the market price per share may be higher or lower than NAV. Source: Administrator of the Fund. |
4 | The Composite Index is a composite of the returns of the S&P 500® Utilities Index and the Bloomberg Barclays U.S. Utility Bond Index (formerly known as the Barclays U.S. Utility Bond Index), weighted to reflect the stock |
and bond ratio of the Fund. The indices are calculated on a total return basis with dividends reinvested. Indices are unmanaged; their returns do not reflect any fees, expenses or sales charges; and they are not available for direct investment. Performance returns for the S&P 500® Utilities Index and Bloomberg Barclays U.S. Utility Bond Index were obtained from Bloomberg LP. |
Cents Per Share |
Record Date |
Payable
Date |
||
6.5 |
October 31 |
November 10 |
||
6.5 |
November 30 |
December 12 |
||
6.5 |
December 30 |
January 10 |
Cents Per Share |
Record Date |
Payable
Date |
||
6.5 |
January 31 |
February 10 |
||
6.5 |
February 28 |
March 10 |
||
6.5 |
March 31 |
April 10 |
Director, President,
and
Chief Executive Officer
DNP SELECT INCOME FUND INC.
SCHEDULE OF
INVESTMENTS
October 31, 2016
Shares |
Description |
Value (Note 2) |
||||||
COMMON STOCKS & MLP
INTERESTS118.1% |
||||||||
n ELECTRIC, GAS AND WATER79.3% |
||||||||
2,649,740 | Alliant Energy Corp.(a) |
$100,822,607 | ||||||
1,800,000 | Ameren Corp.(a)(b) |
89,910,000 | ||||||
900,000 | American Electric Power Company, Inc. |
58,356,000 | ||||||
1,000,000 | American Water Works Co. |
74,040,000 | ||||||
500,000 | Atmos Energy Corp. |
37,195,000 | ||||||
1,000,000 | Black Hills Corp. |
61,850,000 | ||||||
3,071,300 | CenterPoint Energy Inc.(a) |
70,025,640 | ||||||
2,500,000 | CMS Energy Corp.(a) |
105,375,000 | ||||||
1,000,000 | DTE Energy Co.(a)(b) |
96,010,000 | ||||||
1,000,000 | Edison International |
73,480,000 | ||||||
1,800,000 | Eversource Energy(a) |
99,108,000 | ||||||
2,500,000 | Great Plains Energy Inc.(a)(b) |
71,100,000 | ||||||
1,000,000 | NextEra Energy, Inc.(a) |
128,000,000 | ||||||
1,900,000 | NiSource Inc. |
44,194,000 | ||||||
800,000 | Northwest Natural Gas Co. |
47,040,000 | ||||||
2,300,000 | OGE Energy Corp. |
71,392,000 | ||||||
1,000,000 | Pinnacle West Capital Corp. |
76,130,000 | ||||||
1,800,000 | Public Service Enterprise Group Inc.(a) |
75,744,000 | ||||||
900,000 | Sempra Energy(a) |
96,390,000 | ||||||
1,500,000 | South Jersey Industries, Inc. |
44,475,000 | ||||||
2,000,000 | Southern Co.(a)(b) |
103,140,000 | ||||||
700,000 | Spire Inc. |
43,960,000 | ||||||
1,500,000 | Vectren Corp.(a)(b) |
75,465,000 | ||||||
1,500,000 | WEC Energy Group, Inc.(a) |
89,580,000 | ||||||
2,000,000 | Westar Energy, Inc.(a)(b) |
114,640,000 | ||||||
1,000,000 | WGL Holdings Inc.(a) |
63,070,000 | ||||||
640,000 | The Williams Companies, Inc. |
18,688,000 | ||||||
2,000,000 | Xcel Energy Inc.(a)(b) |
83,100,000 | ||||||
2,112,280,247 | ||||||||
n OIL & GAS STORAGE, TRANSPORTATION AND
PRODUCTION25.0% |
||||||||
560,000 | Antero Midstream Partners LP |
16,318,400 | ||||||
417,000 | DCP Midstream Partners LP |
13,906,950 | ||||||
614,800 | Dominion Midstream Partners LP |
14,509,280 | ||||||
434,000 | Enbridge Energy Partners LP |
10,698,100 | ||||||
1,600,000 | Enbridge Inc. (Canada)(a)(b) |
69,072,000 | ||||||
630,532 | Energy Transfer Equity LP |
9,413,843 | ||||||
583,911 | Energy Transfer Partners LP |
20,425,207 | ||||||
800,000 | EnLink Midstream Partners LP |
13,272,000 | ||||||
941,000 | Enterprise Products Partners LP |
23,750,840 | ||||||
375,000 | EQT GP Holdings, LP |
8,760,000 | ||||||
216,000 | EQT Midstream Partners LP |
16,171,920 | ||||||
605,000 | GasLog Partners LP (Marshall Islands) |
12,402,500 | ||||||
357,000 | Genesis Energy LP |
12,470,010 | ||||||
700,000 | innogy SE (Germany) |
27,758,533 | ||||||
1,900,526 | Kinder Morgan Inc.(a) |
38,827,746 | ||||||
295,090 | Magellan Midstream Partners LP |
19,838,901 | ||||||
497,185 | MPLX LP |
16,914,234 | ||||||
155,000 | NuStar Energy LP |
7,314,450 | ||||||
315,000 | ONEOK Partners LP |
12,518,100 | ||||||
250,419 | Phillips 66 Partners LP |
11,068,520 | ||||||
620,610 | Plains All American Pipeline LP |
18,841,720 | ||||||
570,000 | Rice Midstream Partners LP |
12,351,900 | ||||||
480,625 | Shell Midstream Partners LP |
13,039,356 | ||||||
1,915,000 | Spectra Energy Corp.(a)(b) |
80,066,150 |
The accompanying notes are an integral part of these
financial statements.
DNP SELECT INCOME FUND INC.
SCHEDULE OF
INVESTMENTS(Continued)
October 31, 2016
Shares |
Description |
Value (Note 2) | |||||||||
654,000 | Sunoco Logistics Partners LP |
$16,768,560 | |||||||||
460,000 | Tallgrass Energy GP, LP |
10,823,800 | |||||||||
460,000 | Tallgrass Energy Partners LP |
20,805,800 | |||||||||
500,120 | Targa Resources Corp. |
21,955,268 | |||||||||
327,229 | Tesoro Logistics LP |
15,621,912 | |||||||||
1,000,000 | TransCanada Corp. (Canada)(a)(b) |
45,280,000 | |||||||||
307,440 | Valero Energy Partners LP |
12,522,031 | |||||||||
271,460 | Westlake Chemical Partners LP |
5,727,806 | |||||||||
327,000 | Western Gas Partners LP |
18,034,050 | |||||||||
667,249,887 | |||||||||||
n TELECOMMUNICATIONS13.8% |
|||||||||||
2,000,000 | AT&T Inc.(a)(b) |
73,580,000 | |||||||||
939,200 | BCE Inc. (Canada)(a) |
42,677,248 | |||||||||
800,000 | CenturyLink Inc. |
21,264,000 | |||||||||
800,000 | Communications Sales & Leasing, Inc. |
22,744,000 | |||||||||
630,000 | Crown Castle International Corp. |
57,323,700 | |||||||||
1,000,000 | Orange SA (France) |
15,730,475 | |||||||||
1,094,800 | Telus Corp. (Canada) |
35,476,339 | |||||||||
1,510,089 | Verizon Communications Inc.(a)(b) |
72,635,281 | |||||||||
782,200 | Vodafone Group Plc ADR (United Kingdom) |
21,776,448 | |||||||||
666,666 | Windstream Holdings, Inc. |
5,233,328 | |||||||||
368,440,819 | |||||||||||
Total Common Stocks & MLP Interests (Cost $2,406,055,709) |
3,147,970,953 | ||||||||||
PREFERRED
STOCKS1.6% |
|||||||||||
n UTILITY0.1% |
|||||||||||
50,000 | Exelon Corp. 61/2%, 6/01/17 |
2,385,000 | |||||||||
2,385,000 | |||||||||||
n NON-UTILITY1.5% |
|||||||||||
600,000 | Realty Income Corp. 65/8% Series F Perpetual |
15,300,000 | |||||||||
400,000 | Regency Centers Corp. 65/8% Series 6 Perpetual |
10,188,000 | |||||||||
234,900 | Vornado Realty Trust 65/8% Series G Perpetual |
6,008,742 | |||||||||
350,000 | Vornado Realty Trust 65/8% Series I Perpetual |
8,904,000 | |||||||||
40,400,742 | |||||||||||
Total Preferred Stocks (Cost $41,036,811) |
42,785,742 | ||||||||||
Par
Value |
|||||||||||
BONDS17.1% |
|||||||||||
n ELECTRIC, GAS AND WATER8.5% |
|||||||||||
$22,000,000 | Arizona Public Service Co. 67/8%, 8/01/36(a)(b) |
30,610,272 | |||||||||
10,450,000 | Atmos Energy Corp. 81/2%, 3/15/19(a)(b) |
12,080,043 | |||||||||
11,000,000 | Cleveland Electric Illuminating Co. 87/8%, 11/15/18(a)(b) |
12,523,302 | |||||||||
6,750,000 | Commonwealth Edison Company 6.95%, 7/15/18(a) |
7,291,235 | |||||||||
15,305,000 | Consolidated Edison Co. of New York 71/8%, 12/01/18(a)(b) |
17,080,824 | |||||||||
9,354,000 | Dominion Resources, Inc. 6.40%, 6/15/18(a)(b) |
10,046,944 | |||||||||
10,000,000 | DPL Capital Trust II 81/8%, 9/01/31 |
9,875,000 | |||||||||
20,000,000 | Entergy Texas Inc. 71/8%, 2/01/19(a)(b) |
22,342,120 | |||||||||
14,376,000 | Exelon Generation Co. LLC 6.20%, 10/01/17(a) |
14,990,085 |
The accompanying notes are an integral part of these
financial statements.
DNP SELECT INCOME FUND INC.
SCHEDULE OF
INVESTMENTS(Continued)
October 31, 2016
Par Value |
Description |
Value (Note 2) |
||||||
$10,000,000 | Georgia Power Co. 5.70%, 6/01/17(a)(b) |
$10,265,080 | ||||||
10,618,000 | Indiana Michigan Power Co. 7.00%, 3/15/19(a)(b) |
11,837,753 | ||||||
5,000,000 | Metropolitan Edison Co. 7.70%, 1/15/19(a) |
5,587,325 | ||||||
12,000,000 | National Fuel Gas Co. 83/4%, 5/01/19(a) |
13,499,268 | ||||||
3,350,000 | Nevada Power Co. 71/8%, 3/15/19 |
3,790,224 | ||||||
10,345,000 | Oncor Electric Delivery Co. LLC 7.00%, 9/01/22(a)(b) |
13,050,693 | ||||||
14,000,000 | Progress Energy Inc. 7.05%, 3/15/19(a) |
15,754,788 | ||||||
5,130,000 | Public Service New Mexico 71/2%, 8/01/18(a) |
5,619,217 | ||||||
5,000,000 | Sempra Energy 6.15%, 6/15/18 |
5,347,160 | ||||||
5,000,000 | Talen Energy Supply, LLC 61/2%, 5/01/18 |
5,212,500 | ||||||
226,803,833 | ||||||||
n OIL & GAS STORAGE, TRANSPORTATION AND
PRODUCTION4.7% |
||||||||
6,488,000 | Energy Transfer Partners 7.60%, 2/01/24 |
7,274,845 | ||||||
8,850,000 | Energy Transfer Partners 81/4%, 11/15/29 |
10,559,351 | ||||||
5,000,000 | Enterprise Products Operating LLC 61/2%, 1/31/19 |
5,534,160 | ||||||
12,826,000 | EQT Corp. 81/8%, 6/01/19(a)(b) |
14,637,416 | ||||||
8,030,000 | Kinder Morgan, Inc. 6.85%, 2/15/20 |
9,056,732 | ||||||
14,445,000 | Magellan Midstream Partners, LP 6.40%, 7/15/18(a)(b) |
15,542,965 | ||||||
11,000,000 | ONEOK, Inc. 6.00%, 6/15/35 |
10,972,500 | ||||||
9,000,000 | ONEOK Partners, LP 85/8%, 3/01/19 |
10,257,219 | ||||||
12,940,000 | Spectra Energy Capital, LLC 6.20%, 4/15/18(a) |
13,653,835 | ||||||
2,615,000 | Spectra Energy Capital, LLC 63/4%, 7/15/18 |
2,786,058 | ||||||
9,140,000 | TransCanada PipeLines Ltd. (Canada) 71/8%, 1/15/19(a) |
10,143,828 | ||||||
14,380,000 | Williams Partners, LP 71/4%, 2/01/17(a) |
14,578,343 | ||||||
124,997,252 | ||||||||
n TELECOMMUNICATIONS3.5% |
||||||||
10,000,000 | BellSouth Capital Funding Corp. 77/8%, 2/15/30(a)(b) |
13,087,980 | ||||||
15,000,000 | CenturyLink Inc. 67/8%, 1/15/28 |
14,175,000 | ||||||
5,900,000 | Comcast Corp. 7.05%, 3/15/33 |
8,217,538 | ||||||
15,000,000 | Koninklijke KPN NV (Netherlands) 83/8%, 10/01/30(a) |
20,378,340 | ||||||
5,000,000 | TCI Communications Inc. 71/8%, 2/15/28 |
6,911,745 |
The accompanying notes are an integral part of these
financial statements.
DNP SELECT INCOME FUND INC.
SCHEDULE OF
INVESTMENTS(Continued)
October 31, 2016
Par Value |
Description |
Value (Note 2) | ||||||
$15,500,000 | Verizon Global Funding Corp. 73/4%, 12/01/30 |
$22,107,170 | ||||||
5,000,000 | Vodafone Group Plc (United Kingdom) 77/8%, 2/15/30 |
6,881,325 | ||||||
91,759,098 | ||||||||
n NON-UTILITY0.4% |
||||||||
8,000,000 | Dayton Hudson Corp. 97/8%, 7/01/20(a)(b) |
10,164,512 | ||||||
10,164,512 | ||||||||
Total Bonds (Cost $412,854,350) |
453,724,695 | |||||||
TOTAL INVESTMENTS136.8% (Cost $2,859,946,870) |
3,644,481,390 | |||||||
Secured borrowings(15.0)% |
(400,000,000 | ) | ||||||
Secured notes(11.3)% |
(300,000,000 | ) | ||||||
Mandatory Redeemable Preferred Shares at liquidation value(11.3)% |
(300,000,000 | ) | ||||||
Other assets less other liabilities0.8% |
20,491,992 | |||||||
NET ASSETS APPLICABLE TO COMMON STOCK100.0% |
$ | 2,664,973,382 |
(a) | All or a portion of this security has been pledged as collateral for borrowings and made available for loan. |
(b) | All or a portion of this security has been loaned. |
The accompanying notes are an integral part of these
financial statements.
DNP SELECT INCOME FUND INC.
SCHEDULE OF
INVESTMENTS(Continued)
October 31, 2016
Level 1 |
Level 2 |
|||||||||
Common stocks & MLP interests |
$ | 3,147,970,953 | | |||||||
Preferred stocks |
42,785,742 | | ||||||||
Bonds |
| $ | 453,724,695 | |||||||
Total |
$ | 3,190,756,695 | $ | 453,724,695 |
* |
Percentages are based on total investments rather than total net assets applicable to common stock and include securities pledged as collateral for the Funds credit facility. |
The accompanying notes are an integral part of these
financial statements.
DNP SELECT INCOME FUND INC.
STATEMENT OF ASSETS
AND LIABILITIES
October 31, 2016
ASSETS: |
||||||
Investments at value (cost $2,859,946,870) including $345,830,726 of securities loaned |
$ | 3,644,481,390 | ||||
Cash |
27,143,774 | |||||
Receivables: |
||||||
Interest |
7,782,921 | |||||
Dividends |
8,367,112 | |||||
Securities lending income |
3,372 | |||||
Prepaid expenses |
122,206 | |||||
Total assets |
3,687,900,775 | |||||
LIABILITIES: |
||||||
Secured borrowings (Note 7) |
400,000,000 | |||||
Secured notes (net of deferred offering costs of $3,511,945) (Note 7) |
296,488,055 | |||||
Dividends payable on common stock |
18,437,579 | |||||
Investment advisory fee (Note 3) |
1,682,649 | |||||
Administrative fee (Note 3) |
395,819 | |||||
Payable for securities purchased |
4,995,991 | |||||
Interest payable on secured notes (Note 7) |
2,428,044 | |||||
Interest payable on floating rate mandatory redeemable preferred shares (Note 7) |
745,966 | |||||
Interest payable on secured borrowings (Note 7) |
90,468 | |||||
Accrued expenses |
239,443 | |||||
Floating rate mandatory redeemable preferred shares (liquidation preference $300,000,000, net of deferred offering costs of $2,576,621) (Note 7)
|
297,423,379 | |||||
Total liabilities |
1,022,927,393 | |||||
NET ASSETS APPLICABLE TO COMMON STOCK |
$ | 2,664,973,382 | ||||
CAPITAL: |
||||||
Common stock ($0.001 par value per share; 300,000,000 shares authorized and 283,655,069 shares issued and outstanding) |
$283,655 | |||||
Additional paid-in capital |
1,930,539,889 | |||||
Accumulated net realized loss on investments |
(1,682 | ) | ||||
Distributions in excess of net investment income |
(50,357,361 | ) | ||||
Net unrealized appreciation on investments and foreign currency translation |
784,508,881 | |||||
Net assets applicable to common stock |
$ | 2,664,973,382 | ||||
NET ASSET VALUE PER SHARE OF COMMON STOCK |
$9.40 |
The accompanying notes are an integral part of these
financial statements.
DNP SELECT INCOME FUND INC.
STATEMENT OF
OPERATIONS
For the year ended
October 31, 2016
INVESTMENT INCOME: |
||||||
Interest |
$23,479,726 | |||||
Dividends (less foreign withholding tax of $1,074,713) |
126,717,109 | |||||
Less return of capital distributions (Note 2) |
(25,552,536 | ) | ||||
Securities lending income, net |
300,992 | |||||
Total investment income |
124,945,291 | |||||
EXPENSES: |
||||||
Investment advisory fees (Note 3) |
19,322,995 | |||||
Interest expense and fees on secured borrowings (Note 7) |
9,890,634 | |||||
Interest expense and amortization of deferred offering costs on preferred shares (Note 8) |
8,727,206 | |||||
Administrative fees (Note 3) |
4,564,599 | |||||
Interest expense and amortization of deferred offering costs on secured notes (Note 7) |
2,543,928 | |||||
Reports to shareholders |
931,600 | |||||
Custodian fees |
417,400 | |||||
Directors fees (Note 3) |
402,703 | |||||
Professional fees |
392,000 | |||||
Transfer agent fees |
311,100 | |||||
Other expenses |
524,099 | |||||
Total expenses |
48,028,264 | |||||
Net investment income |
76,917,027 | |||||
REALIZED AND UNREALIZED GAIN: |
||||||
Net realized gain on investments |
103,956,251 | |||||
Net change in unrealized appreciation (depreciation) on investments and foreign currency translation |
227,187,351 | |||||
Net realized and unrealized gain |
331,143,602 | |||||
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCK RESULTING FROM OPERATIONS |
$ | 408,060,629 |
The accompanying notes are an integral part of these
financial statements.
DNP SELECT INCOME FUND INC.
STATEMENTS OF
CHANGES IN NET ASSETS
For
the year ended October 31, 2016 |
For
the year ended October 31, 2015 |
|||||||||
OPERATIONS: |
||||||||||
Net investment income |
$76,917,027 | $80,181,952 | ||||||||
Net realized gain |
103,956,251 | 110,960,706 | ||||||||
Net change in unrealized appreciation (depreciation) |
227,187,351 | (389,981,327 | ) | |||||||
Net increase (decrease) in net assets applicable to common stock resulting from operations |
408,060,629 | (198,838,669 | ) | |||||||
DISTRIBUTIONS TO COMMON STOCKHOLDERS: |
||||||||||
Net investment income |
(88,105,015 | ) | (99,604,911 | ) | ||||||
Net realized gain |
(95,011,267 | ) | (95,170,055 | ) | ||||||
Return of capital |
(36,780,790 | ) | (22,140,960 | ) | ||||||
Decrease in net assets from distributions to common stockholders (Note 5) |
(219,897,072 | ) | (216,915,926 | ) | ||||||
CAPITAL STOCK TRANSACTIONS: |
||||||||||
Shares issued to common stockholders from dividend reinvestment of 3,865,685 and 3,603,783 shares, respectively |
36,559,911 | 35,426,549 | ||||||||
Net increase in net assets derived from capital share transactions |
36,559,911 | 35,426,549 | ||||||||
Total increase (decrease) in net assets |
664,517,612 | (380,328,046 | ) | |||||||
TOTAL NET ASSETS APPLICABLE TO COMMON STOCK: |
||||||||||
Beginning of year |
2,440,249,914 | 2,820,577,960 | ||||||||
End of year (including distributions in excess of net investment income of $50,357,361 and $47,551,535, respectively) |
$ | 2,664,973,382 | $ | 2,440,249,914 |
The accompanying notes are an integral part of these
financial statements.
DNP SELECT INCOME FUND INC.
STATEMENT OF CASH
FLOWS
For the year ended
October 31, 2016
INCREASE (DECREASE) IN
CASH |
||||||||||
Cash flows provided by (used in) operating activities: |
||||||||||
Interest received |
$30,834,118 | |||||||||
Income dividends received |
101,373,549 | |||||||||
Return of capital distributions on investments |
24,174,531 | |||||||||
Securities lending income, net |
299,315 | |||||||||
Interest paid on secured borrowings |
(9,869,147 | ) | ||||||||
Interest paid on floating rate mandatory redeemable preferred shares |
(7,911,279 | ) | ||||||||
Expenses paid |
(26,697,192 | ) | ||||||||
Purchase of investment securities |
(544,714,302 | ) | ||||||||
Proceeds from sales and maturities of investment securities |
605,262,638 | |||||||||
Net cash provided by operating activities |
$172,752,231 | |||||||||
Cash flows provided by (used in) financing activities: |
||||||||||
Distributions paid |
(219,645,803 | ) | ||||||||
Proceeds from issuance of secured notes, net of offering costs |
296,372,171 | |||||||||
Decrease in secured borrowings |
(300,000,000 | ) | ||||||||
Proceeds from issuance of common stock under dividend reinvestment plan |
36,559,911 | |||||||||
Net cash used in financing activities |
(186,713,721 | ) | ||||||||
Net decrease in cash and cash equivalents |
(13,961,490 | ) | ||||||||
Cash and cash equivalentsbeginning of year |
41,105,264 | |||||||||
Cash and cash equivalentsend of year |
$27,143,774 | |||||||||
Reconciliation of net increase in net assets resulting from operations to net cash provided by operating activities: |
||||||||||
Net increase in net assets resulting from operations |
$408,060,629 | |||||||||
Purchase of investment securities |
(544,714,302 | ) | ||||||||
Proceeds from sales and maturities of investment securities |
605,262,638 | |||||||||
Net realized gain on investments |
(103,956,251 | ) | ||||||||
Net change in unrealized (appreciation) depreciation on investments |
(227,187,351 | ) | ||||||||
Net amortization and accretion of premiums and discounts on debt securities |
6,606,844 | |||||||||
Return of capital distributions on investments |
24,174,531 | |||||||||
Amortization of deferred offering costs |
797,450 | |||||||||
Decrease in interest receivable |
747,548 | |||||||||
Decrease in dividends receivable |
208,975 | |||||||||
Increase in interest payable on floating rate mandatory redeemable preferred shares |
134,361 | |||||||||
Increase in interest payable on secured notes |
2,428,044 | |||||||||
Increase in interest payable on secured borrowings |
21,487 | |||||||||
Increase in accrued expenses |
169,305 | |||||||||
Increase in other receivable |
(1,677 | ) | ||||||||
Total adjustments |
(235,308,398 | ) | ||||||||
Net cash provided by operating activities |
$172,752,231 |
The accompanying notes are an integral part of these
financial statements.
DNP SELECT INCOME FUND INC.
FINANCIAL
HIGHLIGHTSSELECTED PER SHARE DATA AND RATIOS
For the year ended October 31, |
For the ten months ended October 31, 2013 |
For the year ended December 31, |
|||||||||||||||||||||||||
PER SHARE
DATA: |
2016 |
2015 |
2014 |
2012 |
2011 |
||||||||||||||||||||||
Net asset value: |
|||||||||||||||||||||||||||
Beginning of period |
$8.72 | $10.21 | $8.98 | $8.23 | $8.33 | $7.50 | |||||||||||||||||||||
Net investment income |
0.27 | 0.29 | 0.35 | 0.27 | 0.48 | 0.45 | |||||||||||||||||||||
Net realized and unrealized gain (loss) |
1.19 | (1.00 | ) | 1.66 | 1.13 | 0.21 | 1.17 | ||||||||||||||||||||
Dividends on auction preferred stock from net investment income(1) |
| | | | (0.02 | ) | (0.01 | ) | |||||||||||||||||||
Benefit to common stockholders from tender offer for preferred stock |
| | | | 0.01 | | |||||||||||||||||||||
Net increase (decrease) from investment operations applicable to common stock |
1.46 | (0.71 | ) | 2.01 | 1.40 | 0.68 | 1.61 | ||||||||||||||||||||
Distributions on common stock: |
|||||||||||||||||||||||||||
Net investment income |
(0.31 | ) | (0.36 | ) | (0.39 | ) | (0.30 | ) | (0.44 | ) | (0.66 | ) | |||||||||||||||
Net realized gain |
(0.34 | ) | (0.34 | ) | (0.30 | ) | (0.33 | ) | (0.28 | ) | (0.09 | ) | |||||||||||||||
Return of capital |
(0.13 | ) | (0.08 | ) | (0.09 | ) | (0.02 | ) | (0.06 | ) | (0.03 | ) | |||||||||||||||
Total distributions |
(0.78 | ) | (0.78 | ) | (0.78 | ) | (0.65 | ) | (0.78 | ) | (0.78 | ) | |||||||||||||||
Net asset value: |
|||||||||||||||||||||||||||
End of period |
$9.40 | $8.72 | $10.21 | $8.98 | $8.23 | $8.33 | |||||||||||||||||||||
Per share market value: |
|||||||||||||||||||||||||||
End of period |
$10.09 | $9.77 | $10.47 | $9.70 | $9.47 | $10.92 | |||||||||||||||||||||
RATIOS TO AVERAGE NET ASSETS APPLICABLE TO COMMON STOCK: |
|||||||||||||||||||||||||||
Operating expenses |
1.86 | % | 1.64 | % | 1.60 | % | 1.55 | %* | 1.77 | % | 1.95 | % | |||||||||||||||
Operating expenses, without leverage |
1.04 | % | 1.03 | % | 1.05 | % | 1.07 | %* | 1.18 | % | 1.21 | % | |||||||||||||||
Net investment income |
2.98 | % | 3.05 | % | 3.67 | % | 3.58 | %* | 5.03 | % | 5.24 | % | |||||||||||||||
SUPPLEMENTAL DATA: |
|||||||||||||||||||||||||||
Total return on market value(2) |
12.08 | % | 1.08 | % | 17.05 | % | 9.69 | % | (6.17 | )% | 29.60 | % | |||||||||||||||
Total return on net asset value(2) |
17.34 | % | (7.09 | )% | 23.37 | % | 17.35 | % | 8.53 | % | 22.54 | % | |||||||||||||||
Portfolio turnover rate |
16 | % | 15 | % | 16 | % | 10 | % | 14 | % | 13 | % | |||||||||||||||
Asset coverage ratio on borrowings, end of period |
524 | % | 492 | % | 546 | % | 400 | % | 374 | % | 502 | % | |||||||||||||||
Asset coverage ratio on preferred stock, end of period |
988 | % | 913 | % | 1,040 | % | 1,872 | % | 1,706 | % | 604 | % | |||||||||||||||
Net assets applicable to common stock, end of period (000s omitted) |
$2,664,973 | $2,440,250 | $2,820,578 | $2,448,236 | $2,219,458 | $2,013,929 |
* |
Annualized |
(1) | The auction preferred stock was fully redeemed in 2012. |
(2) | Total return on market value assumes a purchase of common stock at the opening market price on the first day and a sale at the closing market price on the last day of each period shown in the table and assumes reinvestment of dividends at the actual reinvestment prices obtained under the terms of the Funds dividend reinvestment plan. Total return on net asset value uses the same methodology, but with use of net asset value for beginning, ending and reinvestment values. |
The accompanying notes are an integral part of these
financial statements.
DNP SELECT INCOME FUND INC.
NOTES TO FINANCIAL
STATEMENTS
October 31, 2016
DNP SELECT INCOME FUND INC.
NOTES TO FINANCIAL
STATEMENTS(Continued)
October 31, 2016
DNP SELECT INCOME FUND INC.
NOTES TO FINANCIAL
STATEMENTS(Continued)
October 31, 2016
Federal Tax Cost |
Unrealized Appreciation |
Unrealized Depreciation |
Net
Unrealized Appreciation |
|||||||||
$2,891,122,374 |
$ | 899,656,730 | $ | (146,297,714 | ) | $ | 753,359,016 |
10/31/16 |
10/31/15 |
|||||||||
Distributions paid from: |
||||||||||
Ordinary income |
$87,853,746 | $99,370,666 | ||||||||
Long-term capital gains |
95,011,267 | 95,170,055 | ||||||||
Return of capital |
36,780,790 | 22,140,960 | ||||||||
Total distributions |
$ | 219,645,803 | $ | 216,681,681 |
Undistributed net ordinary income |
$0 | |||||||||
Undistributed long-term capital gains |
0 | |||||||||
Net unrealized appreciation |
753,333,383 | |||||||||
Other ordinary timing differences |
(19,183,545 | ) | ||||||||
$ | 734,149,838 |
DNP SELECT INCOME FUND INC.
NOTES TO FINANCIAL
STATEMENTS(Continued)
October 31, 2016
Paid-in capital |
Accumulated net realized loss on investments |
Distributions in excess of net investment income |
||
$562,823 |
$(8,944,984) |
$8,382,161 |
DNP SELECT INCOME FUND INC.
NOTES TO FINANCIAL
STATEMENTS(Continued)
October 31, 2016
Facility. The Fund is entitled
to receive an amount equal to any and all interest, dividends or distributions paid or distributed with respect to any Hypothecated Security on the
payment date. At October 31, 2016, Hypothecated Securities under the Facility had a market value of $1,864,710,976 and Rehypothecated Securities had a
market value of $345,830,726. If at the close of any business day, the value of all outstanding Rehypothecated Securities exceeds the value of the
Funds borrowings, the Bank shall promptly, at its option, either reduce the amount of the outstanding Rehypothecated Securities or deliver an
amount of cash at least equal to the excess amount.
Series |
Amount |
Rate |
Maturity |
Estimated Fair
Value |
||||||||||||
A | $ | 100,000,000 | 2.76 | % | 7/22/23 | $ | 99,110,000 | |||||||||
B | 200,000,000 | 3.00 | % | 7/22/26 | 197,180,000 | |||||||||||
$ | 300,000,000 | $ | 296,290,000 |
DNP SELECT INCOME FUND INC.
NOTES TO FINANCIAL
STATEMENTS(Continued)
October 31, 2016
Series |
Shares Outstanding |
Liquidation Preference |
Quarterly Rate
Reset |
Rate |
Mandatory Redemption Date |
|||||||||||||||
A |
1,320 | $ | 132,000,000 | 3M LIBOR +2.00% |
2.85 | % | 4/1/2019 | |||||||||||||
B |
600 | 60,000,000 | 3M LIBOR +2.05% |
2.90 | % | 4/1/2021 | ||||||||||||||
C |
750 | 75,000,000 | 3M LIBOR +2.15% |
3.00 | % | 4/1/2024 | ||||||||||||||
D |
330 | 33,000,000 | 3M LIBOR +1.95% |
2.80 | % | 4/1/2021 | ||||||||||||||
3,000 | $ | 300,000,000 |
DNP SELECT INCOME FUND INC.
NOTES TO FINANCIAL
STATEMENTS(Continued)
October 31, 2016
DNP Select Income Fund Inc.
December 15, 2016
TAX INFORMATION
(Unaudited)
QDI |
DRD |
LTCG |
||
100% |
91% |
$99,122 |
INFORMATION ABOUT
PROXY VOTING BY THE FUND (Unaudited)
INFORMATION ABOUT THE
FUNDS PORTFOLIO HOLDINGS (Unaudited)
ADDITIONAL INFORMATION
(Unaudited)
INFORMATION ABOUT
DIRECTORS OFFICERS OF THE FUND (Unaudited)
DIRECTORS OF THE FUND
(Unaudited)
Name and Age |
Position(s) Held with Fund |
Term of Office and Length of Time Served |
Principal
Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Director |
Other Directorships Held by the Director |
|||||||||||||||||
Independent Directors |
||||||||||||||||||||||
Donald C. Burke Age: 56 |
Director |
Term expires 2018; Director since 2014 |
Retired since 2009; Managing Director, Blackrock, Inc. 20062009; President and Chief Executive Officer, BlackRock U.S. Funds
20072009; Managing Director, Merrill Lynch Investment Managers 19902006 |
69 |
Director, Avista Corp. (energy company); Trustee, Goldman Sachs Fund Complex 20102014; Director, BlackRock Luxembourg and
Cayman Funds 20062010 |
|||||||||||||||||
Robert J. Genetski Age: 74 |
Director |
Term expires 2019; Director since 2001 |
Co-owner, Good Industries, Inc. (branding company) since 2014; President, Robert Genetski & Associates, Inc. (economic and
financial consulting firm) since 1991; Senior Managing Director, Chicago Capital Inc. (financial services firm) 19952001; former Senior Vice
President and Chief Economist, Harris Trust & Savings Bank, author of several books |
4 |
Name and Age |
Position(s) Held with Fund |
Term of Office and Length of Time Served |
Principal
Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Director |
Other Directorships Held by the Director |
||||||||||
Clifford W. Hoffman Age: 66 |
Director |
Term expires 2018; Director since June 2016 |
Retired since 2012; Audit Partner, Deloitte & Touche LLP 19852012 (Audit Manager 19741985) |
4 |
|||||||||||
Philip R. McLoughlin Age: 70 |
Director |
Term expires 2019; Director since 2009 |
Private investor since 2010; Partner, CrossPond Partners, LLC (investment management consultant) 20062010; Managing Director,
SeaCap Partners LLC (strategic advisory firm) 20092010 |
74 |
Chairman of the Board, The World Trust Fund (closed-end fund) since 2010 (Director since 1991) |
||||||||||
Geraldine M. McNamara Age: 65 |
Director |
Term expires 2017; Director since 2009 |
Private investor since 2006; Managing Director, U.S. Trust Company of New York 19822006 |
69 |
|||||||||||
Eileen A. Moran Age: 62 |
Director |
Term expires 2018; Director since 2008 |
Private investor since 2011; President and Chief Executive Officer, PSEG Resources L.L.C. (investment company)
19902011 |
4 |
|||||||||||
Christian H. Poindexter Age: 78 |
Director |
Term expires 2017; Director since 2003 |
Retired since 2003; Executive Committee Chairman, Constellation Energy Group, Inc. (public utility holding company) 20022003
(Chairman of the Board 19992002; Chief Executive Officer 19992001; President 19992000); Chairman, Baltimore Gas and Electric Company
19932002 (Chief Executive Officer 19932000; President 19982000; Director 19882003) |
4 |
Director, The Baltimore Life Insurance Company 19982011 |
||||||||||
Carl F. Pollard Age: 78 |
Director |
Term expires 2017; Director since 2002 |
Owner, CFP Thoroughbreds LLC (f/k/a Hermitage Farm LLC) since 1995; Chairman, Columbia Healthcare Corporation 19931994;
Chairman and Chief Executive Officer, Galen Health Care, Inc. MarchAugust 1993; President and Chief Operating Officer, Humana Inc. 19911993
(previously Senior Executive Vice President, Executive Vice President and Chief Financial Officer) |
4 |
Director, Churchill Downs Incorporated 19852011 (Chairman of the Board 20012011) |
Name and Age |
Position(s) Held with Fund |
Term of Office and Length of Time Served |
Principal
Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Director |
Other Directorships Held by the Director | |||||||||||||||||
David J. Vitale Age: 70 |
Director and Chairman of the Board |
Term expires 2018; Director since 2000 |
Chairman of the Board of DNP, DUC and DTF since 2009 and DPG since 2011; Chairman, Urban Partnership Bank since 2010; President,
Chicago Board of Education 20112015; Senior Advisor to the CEO, Chicago Public Schools 20072008 (Chief Administrative Officer
20032007); President and Chief Executive Officer, Board of Trade of the City of Chicago, Inc. 20012002; Vice Chairman and Director, Bank
One Corporation 19981999; Vice Chairman and Director, First Chicago NBD Corporation, and President, The First National Bank of Chicago
19951998; Vice Chairman, First Chicago Corporation and The First National Bank of Chicago 19931998 (Director 19921998; Executive Vice
President 19861993) |
4 |
Director, United Continental Holdings, Inc. (airline holding company; f/k/a UAL Corporation), Urban Partnership Bank, Ariel Capital
Management, LLC and Wheels, Inc. (automobile fleet management) |
|||||||||||||||||
Interested Director |
||||||||||||||||||||||
Nathan I. Partain, CFA Age: 60 |
Director President, Chief Executive Officer and Chief Investment Officer |
Term expires 2019; Director since 2007 |
President and Chief Investment Officer of the Adviser since 2005 (Executive Vice President 19972005); Director of Utility
Research, Duff & Phelps Investment Research Co. 19891996 (Director of Equity Research 19931996 and Director of Fixed Income Research
1993); President and Chief Executive Officer of the Fund since 2001 and Chief Investment Officer since 1998 (Executive Vice President 19982001;
Senior Vice President 19971998); President and Chief Executive Officer of DUC and DTF since 2004 and of DPG since 2011 |
4 |
Chairman of the Board and Director, Otter Tail Corporation (manages diversified operations in the electric, plastics, manufacturing
and other business operations sectors) |
OFFICERS OF THE FUND
(Unaudited)
Name, Address and Age |
Position(s) Held with Fund and Length of Time Served |
Principal Occupation(s) During Past 5
Years |
||||
Alan
M. Meder, CFA, CPA Age: 57 |
Treasurer, Principal Financial and Accounting Officer and Assistant Secretary since 2011 (Assistant Treasurer 20102011) |
Chief Risk Officer of the Adviser since 2001 and Senior Managing Director since 2014 (Senior Vice President 19942014); Board of Governors of
CFA Institute 20082014 (Chair of the Board of Governors of CFA Institute 20122013; Vice Chairman of the Board 20112012); Financial
Accounting Standards Advisory Council Member 20112014 |
||||
Daniel J. Petrisko, CFA Age: 56 |
Vice
President and Assistant Secretary since 2015 |
Senior Managing Director of the Adviser since 2014 (Senior Vice President 19972014; Vice President 19951997) |
||||
William J. Renahan Virtus Investment Partners, Inc. 100 Pearl Street Hartford, CT 06103 Age: 47 |
Vice
President and Secretary since 2015 |
Secretary of the Adviser since 2014 and General Counsel since 2015; Senior Legal Counsel and Vice President, Virtus Investment Partners, Inc.
since 2012; Managing Director, Legg Mason, Inc. (and predecessor firms) 19992012 |
||||
Joyce B. Riegel Age: 62 |
Chief Compliance Officer since 2004 |
Chief Compliance Officer of the Adviser since 2002 and Senior Managing Director since 2014 (Senior Vice President 20042014; Vice President
20022004) |
||||
Dianna P. Wengler J.J.B. Hilliard, W.L. Lyons, LLC 500 West Jefferson Street Louisville, KY 40202 Age: 56 |
Vice
President since 2006 and Assistant Secretary since 1988 (Assistant Vice President 20042006) |
Senior Vice President, J.J.B. Hilliard, W.L. Lyons, LLC since January 2016 (Vice President 19902015); Senior Vice President, Hilliard-Lyons
Government Fund, Inc. 20062010 (Vice President 19982006; Treasurer 19882010) |
DISTRIBUTION
REINVESTMENT AND CASH PURCHASE PLAN (Unaudited)
Chairman
President, Chief Executive
Officer and
Chief Investment Officer
Vice President and
Secretary
Vice President and Assistant
Secretary
Vice President and Assistant
Secretary
Treasurer and Assistant
Secretary
Chief Compliance
Officer
Stock Exchange under
the symbol DNP
Chicago, IL 60606
(312) 368-5510
Dividend Disbursing
Agent
P.O. Box 43078
Providence, RI
02940
(877) 381-2537
Management Co.
200
South Wacker Drive, Suite 500
Chicago, IL 60606
(312) 368-5510
500 West Jefferson
Street
Louisville, KY 40202
(888) 878-7845
ITEM 2. CODE OF ETHICS
As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer (the “Code of Ethics”). The registrant’s principal financial officer also performs the functions of principal accounting officer.
The text of the registrant’s Code of Ethics is posted on the registrant’s web site at www.dnpselectincome.com. In the event that the registrant makes any amendment to or grants any waiver from the provisions of its Code of Ethics, the registrant intends to disclose such amendment or waiver on its web site within five business days.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The registrant’s board of directors has determined that six members of its audit committee: Donald C. Burke, Clifford W. Hoffman, Philip R. McLoughlin, Christian H. Poindexter, Carl F. Pollard and David J. Vitale, are audit committee financial experts and that each of them is “independent” for purposes of this Item.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate audit and non-audit fees billed to the registrant for each of the last two fiscal years for professional services rendered by the registrant’s principal accountant, Ernst & Young LLP, an independent registered public accounting firm (the “Independent Auditor”).
Fiscal year ended | Fiscal year ended | ||
October 31, 2016 | October 31, 2015 | ||
(a) Audit Fees (1) | $75,600 | $72,000 | |
(b) Audit-Related Fees (2)(6) | 0 | 0 | |
(c) Tax Fees (3)(6) | 26,100 | 25,100 | |
(d) All Other Fees (4)(6) | 0 | 0 | |
(e) Aggregate Non-Audit Fees (5)(6) | 26,100 | 25,100 | |
(1) | Audit Fees are fees billed for professional services rendered by the Independent Auditor for the audit of the registrant’s annual financial statements and for the services that are normally provided by the Independent Auditor in connection with the statutory and regulatory filings or engagements. |
(2) | Audit-Related Fees are billed for assurance and related services by the Independent Auditor that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the caption “Audit Fees”. |
(3) | Tax Fees are fees billed for professional services rendered by the Independent Auditor for tax compliance, tax advice and tax planning. In both periods shown in the table, such services consisted of preparation of the registrant’s annual federal and state income tax returns and excise tax returns. |
(4) | All Other Fees are fees billed for products and services provided by the Independent Auditor, other than the services reported under the captions “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. |
(5) | Aggregate Non-Audit Fees are non-audit fees billed by the Independent Auditor for services rendered to the registrant, the registrant’s investment adviser (the “Adviser”) and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the registrant (collectively, the “Covered Entities”). During both periods shown in |
the table, no portion of such fees related to services rendered by the Independent Auditor to the Adviser or any other Covered Entity.
(6) | No portion of these fees was approved by the registrant’s audit committee after the beginning of the engagement pursuant to the waiver of the pre-approval requirement for certain de minimis non-audit services described in Section 10A of the Securities Exchange Act of 1934 (the ‘Exchange Act”) and applicable regulations. |
The audit committee of the board of directors of the registrant (the “Audit Committee”) jointly with the audit committee of the board of directors of Duff & Phelps Global Utility Income Fund Inc. (“DPG”), Duff & Phelps Utility and Corporate Bond Trust Inc. (“DUC”) and DTF Tax-Free Income Inc. (“DTF”), has adopted a Joint Audit Committee Pre-Approval Policy to govern the provision by the Independent Auditor of the following services: (i) all engagements for audit and non-audit services to be provided by the Independent Auditor to the registrant and (ii) all engagements for non-audit services to be provided by the Independent Auditor to the Adviser or any other Covered Entity, if the engagement relates directly to the operations and financial reporting of the registrant. With respect to non-audit services rendered by the Independent Auditor to the Adviser or any other Covered Entity that were not required to be pre-approved by the Audit Committee because they do not relate directly to the operations and financial reporting of the registrant, the Audit Committee has nonetheless considered whether the provision of such services is compatible with maintaining the independence of the Independent Auditor.
Set forth below is a copy of the Joint Audit Committee Pre-Approval Policy (omitting data in the appendices relating to DPG, DUC and DTF).
DNP SELECT INCOME FUND INC. (“DNP”)
DUFF & PHELPS GLOBAL UTILITY INCOME FUND INC. (“DPG”)
DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC. (“DUC”)
DTF TAX-FREE INCOME INC. (“DTF”)
AUDIT COMMITTEE
AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY
(adopted on December 17, 2015 and amended June 16, 2016)
I. Statement of Principles
Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Directors of each of DNP Select Income Fund Inc., Duff & Phelps Global Utility Income Fund Inc., Duff & Phelps Utility and Corporate Bond Trust Inc. and DTF Tax-Free Income Inc. (each a “Fund” and, collectively, the “Funds”)(1) is responsible for the appointment, compensation and oversight of the work of the independent auditor. As part of this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that they do not impair the auditor’s independence from the Fund. To implement these provisions of the
(1) | This Joint Audit Committee Pre-Approval Policy has been adopted by the Audit Committee of each Fund. Solely for the sake of clarity and simplicity, this Joint Audit Committee Pre-Approval Policy has been drafted as if there is a single Fund, a single Audit Committee and a single Board. The terms “Audit Committee” and “Board” mean the Audit Committee and Board of each Fund, respectively, unless the context otherwise requires. The Audit Committee and the Board of each Fund, however, shall act separately and in the best interests of its respective Fund. |
Act, the Securities and Exchange Commission (the “SEC”) has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the Audit Committee’s administration of the engagement of the independent auditor. Accordingly, the Audit Committee has adopted this Audit and Non-Audit Services Pre-Approval Policy (this “Policy”), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor may be pre-approved.
The SEC’s rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid. Proposed services either: may be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”); or require the specific pre-approval of the Audit Committee (“specific pre-approval”). The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve services performed by the independent auditor. As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent auditor. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.
For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Fund’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Fund’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative.
Under the SEC’s rules, the Audit Committee must pre-approve non-audit services provided not only to the Fund but also to the Fund’s investment adviser and other affiliated entities that provide ongoing services to the Fund if the independent accountant’s services to those affiliated entities have a direct impact on the Fund’s operations or financial reporting.
The Audit Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine, for each fiscal year, the appropriate ratio between the total amount of fees for audit, audit-related and tax services (including any audit-related or tax service fees for affiliates that are subject to pre-approval) and the total amount of fees for certain permissible non-audit services classified as “all other” services (including any such services for affiliates that are subject to pre-approval).
The appendices to this Policy describe the audit, audit-related, tax and “all other” services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers a different period and states otherwise. The Audit Committee will annually
review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee. The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.
The purpose of this Policy is to set forth the procedures by which the Audit Committee intends to fulfill its responsibilities. It does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the independent auditor to management.
The independent auditor has reviewed this Policy and believes that implementation of this Policy will not adversely affect the auditor’s independence.
II. Delegation
As provided in the Act and the SEC’s rules, the Audit Committee may delegate either type of pre-approval authority to one or more of its members who are independent directors. Any member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. In accordance with the foregoing provisions, the Audit Committee has delegated pre-approval authority to its chairman, since under the Audit Committee’s charter each member of the Audit Committee, including the chairman, is required to be an independent director.
III. Audit Services
The annual audit services engagement terms and fees will be subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the independent auditor to be able to form an opinion on the Fund’s financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit. The Audit Committee will monitor the audit services engagement as necessary, but no less than on a semiannual basis, and will also approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Fund structure or other items.
In addition to the annual audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other audit services, which are those services that only the independent auditor reasonably can provide. Other audit services may include statutory audits and services associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.
The Audit Committee has pre-approved the audit services in Appendix A. All other audit services not listed in Appendix A must be specifically pre-approved by the Audit Committee.
IV. Audit-Related Services
Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements or that are traditionally performed by the independent auditor. Because the Audit Committee believes that the provision of audit-related services does not impair the independence of the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant general pre-approval to audit-related services. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Form N-SAR.
The Audit Committee has pre-approved the audit-related services in Appendix B. All other audit-related services not listed in Appendix B must be specifically pre-approved by the Audit Committee.
V. Tax Services
The Audit Committee believes that the independent auditor can provide tax services to the Fund such as tax compliance, tax planning and tax advice without impairing the auditor’s independence, and the SEC has stated that the independent auditor may provide such services. Hence, the Audit Committee believes it may grant general pre-approval to those tax services that have historically been provided by the auditor, that the Audit Committee has reviewed and believes would not impair the independence of the auditor, and that are consistent with the SEC’s rules on auditor independence. The Audit Committee will not permit the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Fund’s Administrator or outside counsel to determine that the tax planning and reporting positions are consistent with this Policy.
Pursuant to the preceding paragraph, the Audit Committee has pre-approved the tax services in Appendix C. All tax services involving large and complex transactions not listed in Appendix C must be specifically pre-approved by the Audit Committee, including: tax services proposed to be provided by the independent auditor to any executive officer or director of the Fund, in his or her individual capacity, where such services are paid for by the Fund.
VI. All Other Services
The Audit Committee believes, based on the SEC’s rules prohibiting the independent auditor from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes it may grant general pre-approval to those permissible non-audit services classified as all other services that it
believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.
The Audit Committee has pre-approved the “all other” services in Appendix D. Permissible “all other” services not listed in Appendix D must be specifically pre-approved by the Audit Committee.
A list of the SEC’s prohibited non-audit services is attached to this Policy as Appendix E. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of these services and the applicability of exceptions to certain of the prohibitions.
VII. Pre-Approval Fee Levels or Budgeted Amounts
Pre-approval fee levels or budgeted amounts for all services to be provided by the independent auditor will be established annually by the Audit Committee. (Note that separate amounts may be specified for services to the Fund and for services to other affiliated entities that are subject to pre-approval.) Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services. For each fiscal year, the Audit Committee may determine the appropriate ratio between the total amount of fees for audit, audit-related and tax services for the Fund (including any audit-related or tax services fees for affiliates that are subject to pre-approval), and the total amount of fees for services classified as “all other” services (including any such services for affiliates that are subject to pre-approval).
VIII. Procedures
All requests or applications for services to be provided by the independent auditor that do not require specific approval by the Audit Committee will be submitted to the Fund’s Administrator and must include a detailed description of the services to be rendered. The Administrator will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the independent auditor.
Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Fund’s Administrator, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.
The Audit Committee has designated the Fund’s Administrator to monitor the performance of all services provided by the independent auditor and to determine whether such services are in compliance with this Policy. The Administrator will report to the Audit Committee on a periodic basis on the results of its monitoring. Both the
Administrator and any member of management will immediately report to the Chairman of the Audit Committee any breach of this Policy that comes to their attention.
IX. Additional Requirements
The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the independent auditor and to assure the auditor’s independence from the Fund, such as reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Fund, consistent with applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence, and discussing with the independent auditor its methods and procedures for ensuring independence.
Appendix A
Pre-Approved Audit Services for Fiscal Year Ending in 2016
Dated: December 17, 2015 and amended June 16, 2016
Service | Fees(1) | ||
DNP | Affiliates(2) | ||
1. | Services required under generally accepted auditing standards to perform the audit of the annual financial statements of the Fund, including performance of tax qualification tests relating to the Fund’s regulated investment company status and issuance of an internal control letter for the Fund’s Form N-SAR | $75,600 | N/A |
2. | Reading of the Fund’s semi-annual financial statements | (3) | N/A |
3. | Consultations by the Fund’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard setting bodies (Note: Under SEC rules, some consultations may be “audit-related” services rather than “audit” services) | (3) | N/A |
______________________________
(1) | In addition to the fees shown in the table, the Audit Committee has pre-approved the reimbursement of the reasonable out-of-pocket expenses incurred by the independent accountant in providing the pre-approved services. |
(2) | These affiliates include the Fund’s investment adviser (excluding sub-advisers) and any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the Fund. The Fund’s Audit Committee must pre-approve non-audit services provided not only to the Fund but also to the adviser and such other affiliated entities, where such entities provide ongoing services to the Fund and the independent accountant’s services to such entities have a direct impact on the Fund’s operations or financial reporting. |
(3) | Fees for pre-approved services designated with a (3) shall either be included in the fee approved for item 1 of this Appendix A or may be separately charged, provided that the aggregate separate charges for all services designated with a (3) in Appendices A and B may not exceed 10% of the fee approved for item 1 of this Appendix A. |
Appendix B
Pre-Approved Audit-Related Services for Fiscal Year Ending in 2016
Dated: December 17, 2015 and amended June 16, 2016
Service | Fees(1) | ||
DNP | Affiliates(2) | ||
1. | Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters, consents), and assistance in responding to SEC comment letters | (3) | N/A |
2. | Agreed-upon or expanded audit procedures related to accounting records required to respond to or comply with financial, accounting or regulatory reporting matters | (3) | N/A |
3. | Consultations by the Fund’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be “audit” services rather than “audit-related” services) | (3) | N/A |
4. | General assistance with implementation of the requirements of SEC rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act | (3) | N/A |
______________________________
(1) | In addition to the fees shown in the table, the Audit Committee has pre-approved the reimbursement of the reasonable out-of-pocket expenses incurred by the independent accountant in providing the pre-approved services. |
(2) | These affiliates include the Fund’s investment adviser (excluding sub-advisers) and any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the Fund. The Fund’s Audit Committee must pre-approve non-audit services provided not only to the Fund but also to the adviser and such other affiliated entities, where such entities provide ongoing services to the Fund and the independent accountant’s services to such entities have a direct impact on the Fund’s operations or financial reporting. |
(3) | Fees for pre-approved services designated with a (3) shall either be included in the fee approved for item 1 of Appendix A or may be separately charged, provided that the aggregate separate charges for all services designated with a (3) in Appendices A and B may not exceed 10% of the fee approved for item 1 of Appendix A. |
Appendix C
Pre-Approved Tax Services for Fiscal Year Ending in 2016
Dated: December 17, 2015 and amended June 16, 2016
Service | Range of Fees(1) | ||
DNP | Affiliates(2) | ||
1. | Preparation of federal and state tax returns, including excise tax returns, and review of required distributions to avoid excise tax | $19,000 | N/A |
2. | Preparation of state tax returns | $500 -$1,000 per return | N/A |
3. | Consultations with the Fund’s management as to the tax treatment of transactions or events |
$8,000 - $15,000
(3)
|
N/A |
4. | Tax advice and assistance regarding statutory, regulatory or administrative developments | (4) | N/A |
______________________________
(1) | In addition to the fees shown in the table, the Audit Committee has pre-approved the reimbursement of the reasonable out-of-pocket expenses incurred by the independent accountant in providing the pre-approved services. |
(2) | These affiliates include the Fund’s investment adviser (excluding sub-advisers) and any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the Fund. The Fund’s Audit Committee must pre-approve non-audit services provided not only to the Fund but also to the adviser and such other affiliated entities, where such entities provide ongoing services to the Fund and the independent accountant’s services to such entities have a direct impact on the Fund’s operations or financial reporting. |
(3) | This is a fund complex fee that covers consultations relating not only to the Fund but also to three other closed-end investment companies advised by the Adviser: Duff & Phelps Global Utility Income Fund Inc., Duff & Phelps Utility and Corporate Bond Trust Inc. and DTF Tax-Free Income Inc. |
(4) | Fees for pre-approved services designated with a (5) shall either be included in the fee approved for item 1 of this Appendix C or may be separately charged, provided that the aggregate separate charges for all services designated with a (5) in this Appendix C may not exceed 10% of the fee approved for item 1 of this Appendix C. |
Appendix D
Pre-Approved “All Other” Services for Fiscal Year Ending in 2016
Dated: December 17, 2015 and amended June 16, 2016
Service | Range of Fees(1) | |
DNP | Affiliates(2) | |
None |
______________________________
(1) | In addition to the fees shown in the table, the Audit Committee has pre-approved the reimbursement of the reasonable out-of-pocket expenses incurred by the independent accountant in providing the pre-approved services. |
(2) | These affiliates include the Fund’s investment adviser (excluding sub-advisers) and any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the Fund. The Fund’s Audit Committee must pre-approve non-audit services provided not only to the Fund but also to the adviser and such other affiliated entities, where such entities provide ongoing services to the Fund and the independent accountant’s services to such entities have a direct impact on the Fund’s operations or financial reporting. |
Appendix E
Prohibited Non-Audit Services
■ | Bookkeeping or other services related to the accounting records or financial statements of the audit client |
■ | Financial information systems design and implementation |
■ | Appraisal or valuation services, fairness opinions or contribution-in-kind reports |
■ | Actuarial services |
■ | Internal audit outsourcing services |
■ | Management functions |
■ | Human resources |
■ | Broker-dealer, investment adviser or investment banking services |
■ | Legal services |
■ | Expert services unrelated to the audit |
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS |
The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The members of the committee are Donald C. Burke, Robert J. Genetski, Clifford W. Hoffman, Philip R. McLoughlin, Geraldine M. McNamara, Eileen A. Moran, Christian H. Poindexter, Carl F. Pollard and David J. Vitale.
ITEM 6. | INVESTMENTS |
A schedule of investments is included as part of the report to shareholders filed under Item 1 of this report.
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
DNP SELECT INCOME FUND INC.
DTF TAX FREE INCOME INC.
DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
DUFF & PHELPS GLOBAL UTILITY INCOME FUND INC.
PROXY VOTING POLICIES AND PROCEDURES
Last Revised June 19, 2014
I. | Definitions. As used in these Policies and Procedures, the following terms shall have the meanings ascribed below: |
A. | “Adviser” refers to Duff & Phelps Investment Management Co. |
B. | “Adviser’s Act” refers to the Investment Adviser’s Act of 1940, as amended. |
C. | “corporate governance matters” refers to changes involving the corporate ownership or structure of an issuer whose voting securities are within a portfolio holding, including changes in the state of incorporation, changes in capital structure, including increases and decreases of capital and preferred stock issuance, mergers and other corporate restructurings, and anti-takeover provisions such as staggered boards, poison pills, and supermajority voting provisions. |
D. | “Delegate” refers to the Adviser, any proxy committee to which the Adviser delegates its responsibilities hereunder and any qualified, independent organization engaged by the Adviser to vote proxies on behalf of the Fund. |
E. | “executive compensation matters” refers to stock option plans and other executive compensation issues including votes on “say on pay” and “golden parachutes.” |
F. | “Fund” refers to DNP Select Income Fund Inc., DTF Tax-Free Income Inc., Duff & Phelps Utility and Corporate Bond Trust Inc., Duff & Phelps Global Utility Income Fund Inc. or Duff & Phelps Diversified Income Fund Inc. as the case may be. |
G. | “Investment Company Act” refers to the Investment Company Act of 1940, as amended. |
H. | “portfolio holding” refers to any company or entity whose voting securities are held within the investment portfolio of the Fund as of the date a proxy is solicited. |
I. | “proxy contests” refer to any meeting of shareholders of an issuer for which there are at least two sets of proxy statements and proxy cards, one solicited by management and the others by a dissident or group of dissidents. |
J. | “social issues” refers to social, political and environmental issues. |
K. | “takeover” refers to “hostile” or “friendly” efforts to effect radical change in the voting control of the board of directors of a company. |
II. | General policy. It is the intention of the Fund to exercise voting stock ownership rights in portfolio holdings in a manner that is reasonably anticipated to further the best economic interests of shareholders of the Fund. Accordingly, the Fund or its Delegate(s) shall endeavor to analyze and vote all proxies that are considered likely to have financial implications, and, where appropriate, to participate in corporate governance, shareholder proposals, management communications and legal proceedings. The Fund and its Delegate(s) must also identify potential or actual conflicts of interests in voting proxies and address any such conflict of interest in accordance with these Policies and Procedures. |
III. | Factors to consider when voting. |
A. | The Delegate may abstain from voting when it concludes that the effect on shareholders’ economic interests or the value of the portfolio holding is indeterminable or insignificant. |
B. | In analyzing anti-takeover measures, the Delegate shall vote on a case-by-case basis taking into consideration such factors as overall long-term financial performance of the target company relative to its industry competition. Key measures which shall be considered include, without limitation, five-year annual compound growth rates for sales, operating income, net income, and total shareholder returns (share price appreciation plus dividends). Other financial indicators that will be considered include margin analysis, cash flow, and debt levels. |
C. | In analyzing proxy contests for control, the Delegate shall vote on a case-by-case basis taking into consideration such factors as long-term financial performance of the target company relative to its industry; management’s track record; background to the proxy contest; qualifications of director nominees (both slates); strategic plan of dissident slate and quality of critique against management; evaluation of what each side is offering shareholders; strategic plan of dissident slate and quality of critique against management as well as the likelihood that the proposed objectives and goals can be met; and stock ownership positions. |
D. | In analyzing contested elections for director, the Delegate shall vote on a case-by-case basis taking into consideration such factors as the qualifications of all director nominees. The Delegate shall also consider the independence and attendance record of board and key committee members. A review of the corporate governance profile shall be completed highlighting entrenchment devices that may reduce accountability. |
E. | In analyzing corporate governance matters, the Delegate shall vote on a case-by-case basis taking into consideration such factors as tax and economic benefits associated with amending an issuer’s state of incorporation, dilution or improved accountability associated with changes in capital structure, management proposals to require a supermajority shareholder vote to amend charters and bylaws and bundled or “conditioned” proxy proposals. |
F. | In analyzing executive compensation matters and management matters, the Delegate shall vote on a case-by-case basis, taking into consideration a company’s overall pay program and demonstrated pay-for-performance philosophy, and generally disfavoring such problematic pay practices as (i) repricing or replacing of underwater stock options, (ii) excessive perquisites or tax gross-ups and (iii) change-in-control payments that are excessive or are payable based on a “single trigger” (i.e., without involuntary job loss or substantial diminution of duties). With respect to the advisory vote on the frequency of “say on pay” votes, the Delegate shall vote in favor of the option that received majority support from shareholders in the most recent advisory vote. If no option received majority support and the board implemented an option that is less frequent than that which received a plurality, but not majority of votes cast, additional factors will be taken into consideration on a case-by-case basis, including the board’s rationale for implementing a less recurring “say on pay” vote, ownership structure, compensation concerns and ‘say on pay” support level from the prior year. |
G. | The Delegate shall generally vote against shareholder proposals on social issues, except where the Delegate determines that a different position would be in the clear economic interests of the Fund and its shareholders. |
IV. | Responsibilities of Delegates. |
A. | In the absence of a specific direction to the contrary from the Board of Directors of the Fund, the Adviser will be responsible for voting proxies for all portfolio holdings in accordance with these Policies and Procedures, or for delegating such responsibility as described below. |
B. | The Adviser may delegate the administration of proxy activities hereunder to a proxy committee established from time to time by the Adviser and may engage one or more qualified, independent organizations to vote proxies on behalf of the Fund. The Adviser shall be responsible for the ensuring that any such Delegate is informed of and complies with these Policies and Procedures. |
C. | In voting proxies on behalf of the Fund, each Delegate shall have a duty of care to safeguard the best interests of the Fund and its shareholders and to act in accordance with these Policies and Procedures. |
D. | No Delegate shall accept direction or inappropriate influence from any other client or third party, or from any director, officer or employee of any affiliated company, and shall not cast any vote inconsistent with these Policies and Procedures without obtaining the prior approval of the Board of Directors of the Fund or its duly authorized representative. |
V. | Conflicts of interest |
A. | The Fund and its Delegate(s) seek to avoid actual or perceived conflicts of interest in the voting of proxies for portfolio holdings between the interests of Fund shareholders, on the one hand, and those of the Adviser or any affiliated person of the Fund or the Adviser, on the other hand. The Board of Directors may take into account a wide array of factors in determining whether such a conflict exists, whether such conflict is material in nature, and how to properly address or resolve the same. |
B. | While each conflict situation varies based on the particular facts presented and the requirements of governing law, the Board of Directors or its duly authorized representative may take the following actions, among others, or otherwise give weight to the following factors, in addressing material conflicts of interest in voting (or directing Delegates to vote) proxies pertaining to portfolio holdings: (i) vote pursuant to the recommendation of the proposing Delegate; (ii) abstain from voting; or (iii) rely on the recommendations of an established, independent third party with qualifications to vote proxies, such as Institutional Shareholder Services. |
C. | The Adviser shall notify the Board of Directors of the Fund promptly after becoming aware that any actual or potential conflict of interest exists and shall seek the Board of Directors’ recommendations for protecting the best interests of Fund’s shareholders. The Adviser shall not waive any conflict of interest or vote any conflicted proxies without the prior written approval of the Board of Directors or its duly authorized representative. |
VI. | Miscellaneous. |
A. | A copy of the current Proxy Voting Policies and Procedures and the voting records for the Fund, reconciling proxies with portfolio holdings and recording proxy voting guideline compliance and justification, shall be kept in an easily accessible place and available for inspection either physically or through electronic posting on an approved website. |
B. | In the event that a determination, authorization or waiver under these Policies and Procedures is requested at a time other than a regularly scheduled meeting of the Board of Directors, the Chairman of the Audit Committee shall be the duly authorized representative of the Board of Directors with the authority and responsibility to interpret and apply these Policies and Procedures and shall provide a report of his or her determinations at the next following meeting of the Board of Directors. |
C. | The Adviser shall present a report of any material deviations from these Policies and Procedures at every regularly scheduled meeting of the Board of Directors and shall provide such other reports as the Board of Directors may request from time to time. The Adviser shall provide to the Fund or any shareholder a record of its effectuation of proxy voting pursuant to these Policies and Procedures at such times and in such format or medium as the Fund shall reasonably request. The Adviser shall be solely responsible for complying with its disclosure and reporting requirements under applicable laws and regulations, including, without limitation, Rule 206(4)-6 under the Advisers Act as |
amended. The Adviser shall gather, collate and present information relating to its proxy voting activities and those of each Delegate in such format and medium as the Fund shall determine from time to time in order for the Fund to discharge its disclosure and reporting obligations pursuant to Rule 30b1-4 under the Investment Company Act.
D. | The Adviser shall pay all costs associated with proxy voting for portfolio holdings pursuant to these Policies and Procedures and assisting the Fund in providing public notice of the manner in which such proxies were voted, except that the Fund shall pay the costs associated with any filings required under the Investment Company Act. |
E. | In performing its duties hereunder, any Delegate or authorized committee may engage the services of a research and/or voting adviser, the cost of which shall be borne by such Delegate. The Adviser may delegate its voting responsibilities hereunder to a Proxy Committee established by the Adviser. |
F. | These Policies and Procedures shall be presented to the Board of Directors annually for their amendment and/or approval. |
ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
In this Item, the term “Fund” refers to the registrant, DNP Select Income Fund Inc.
The Fund’s Portfolio Managers
A team of investment professionals employed by Duff & Phelps Investment Management Co., the Fund’s investment adviser (the “Adviser”), is responsible for the day-to-day management of the Fund’s portfolio. The members of that investment team and their respective areas of responsibility and expertise, as of December 30, 2016, are as follows:
Nathan I. Partain, CFA, has led the Fund’s portfolio management team since 1998 and has served on the Fund’s portfolio management team since 1996. He has been President, Chief Executive Officer and Chief Investment Officer of the Fund since 2001 (Executive Vice President and Chief Investment Officer from 1998 to 2001). Mr. Partain has been President and Chief Investment Officer of the Adviser since 2005 (Executive Vice President from 1997 to 2005), President and Chief Executive Officer of DTF Tax-Free Income Inc. (“DTF”) and Duff & Phelps Utility and Corporate Bond Trust Inc. (“DUC”), two other closed-end utilities oriented funds, since 2004 and Duff & Phelps Global Utility Income Fund Inc. (“DPG”), another closed-end utilities oriented fund, since 2011. Mr. Partain has final investment authority with respect to the Fund’s entire investment portfolio. He joined the Duff & Phelps organization in 1987 and has served since then in positions of increasing responsibility. He is also chairman of the board and a director of Otter Tail Corporation (chairman since 2011 and director since 1993).
Daniel J. Petrisko, CFA, has served on the Fund’s portfolio management team since 2004 and has been a Vice President and Assistant Secretary since 2015. He has been a Senior Managing Director of the Adviser since 2014 (Senior Vice President from 1997 – 2014 and Vice President from 1995 – 1997). He is also the chief investment officer of DUC. Mr. Petrisko concentrates his research on fixed-income securities and has investment authority with respect to the Fund’s fixed-income portfolio. He joined the Duff & Phelps organization in 1995 and has served since then in positions of increasing responsibility.
Other Accounts Managed by the Fund’s Portfolio Managers
The following table provides information as of October 31, 2016 regarding the other accounts besides the Fund that are managed by the portfolio managers of the Fund. As noted in the table, portfolio managers of the Fund may also manage or be members of management teams for other mutual funds within the same
fund complex or other similar accounts. For purposes of this disclosure, the term “fund complex” includes the Fund and all other investment companies advised by affiliates of Virtus Investment Partners, Inc. (“Virtus”), the Adviser’s ultimate parent company. As of October 31, 2016, the Fund’s portfolio managers did not manage any accounts with respect to which the advisory fee is based on the performance of the account, nor do they manage any hedge funds.
Registered Investment Companies (1) | Other Pooled Investment Vehicles (2) |
Other Accounts (3) | |||||||||
Name of Portfolio Manager |
Number of Accounts |
Total Assets (in millions) |
Number of Accounts |
Total Assets (in millions) |
Number of Accounts |
Total Assets (in millions) | |||||
Nathan I. Partain | 0 | $ — | 0 | — | 0 | — | |||||
Daniel J. Petrisko | 1 | $ 406 | 0 | — | 8 | $1,674 | |||||
(1) | Registered Investment Companies include all open and closed-end mutual funds. For Registered Investment Companies, assets represent net assets of all open-end investment companies and gross assets of all closed- end investment companies. |
(2) | Other Pooled Investment Vehicles include, but are not limited to, securities of issuers exempt from registration under Section 3(c) of the Investment Company Act of 1940, such as private placements and hedge funds. |
(3) | Other Accounts include, but are not limited to, individual managed accounts, separate accounts, institutional accounts, pension funds and collateralized bond obligations. |
There may be certain inherent conflicts of interest that arise in connection with the portfolio managers’ management of the Fund’s investments and the investments of any other accounts they manage. Such conflicts could include aggregation of orders for all accounts managed by a particular portfolio manager, the allocation of purchases across all such accounts, the allocation of IPOs and any soft dollar arrangements that the Adviser may have in place that could benefit the Fund and/or such other accounts. The Adviser has adopted policies and procedures designed to address any such conflicts of interest to ensure that all management time, resources and investment opportunities are allocated equitably. There have been no material compliance issues with respect to any of these policies and procedures during the Fund’s most recent fiscal year.
Compensation of the Fund’s Portfolio Managers
The following is a description of the compensation structure, as of October 31, 2016, of the Fund’s portfolio managers.
The Adviser is a wholly-owned indirect subsidiary of Virtus Investment Partners, Inc. (“Virtus”). Virtus and its affiliated investment management firms, including the Adviser, believe that their compensation programs are adequate and competitive to attract and retain high-caliber investment professionals. The Fund’s portfolio managers receive a base salary, an incentive bonus opportunity, and a benefits package, as detailed below. Highly-compensated individuals participate in a long-term incentive compensation program, including potential awards of Virtus restricted stock units (“RSUs”) with multi-year vesting, subject to Virtus board approval, and may also take advantage of opportunities to defer their current tax liability.
Base Salary: Each portfolio manager is paid a fixed base salary, which is determined by Virtus and the Adviser and is designed to be competitive in light of the individual’s experience and responsibilities. Virtus management utilizes results of an investment industry compensation survey conducted by an independent third party in evaluating competitive market compensation for its investment management professionals.
Incentive Bonus: Incentive bonus pools are based on firm profits. The short-term incentive payment is generally paid in cash, but a portion may be made in Virtus RSUs. Individual payments are assessed using comparisons of actual investment performance with specific peer group or index measures established at the beginning of each calendar year. Performance of the Fund managed is measured over one-, three- and five-year periods. Generally, an individual manager’s participation is based on the performance of each fund managed as weighted roughly by total assets in each of these funds. Incentive bonus compensation of the Fund’s portfolio managers is currently comprised of two main components:
First, 70% of the incentive bonus is based on: (i) the pre-tax performance of the Fund, as measured by earnings per share and total return over a one,-three, and five-year period against specified benchmarks and/or peer groups; (ii) the success of the individual manager in achieving assigned goals; and (iii) a subjective assessment of the manager’s contribution to the efforts of the team. The total return component of the performance portion of portfolio managers’ incentive bonus compensation is compared to a composite of the S&P Utility Market Price Index and the Bloomberg Barclays U.S. Utility Bond Index. Portfolio Managers who manage more than one product may have other components in their formulaic calculation that are appropriate to the other products, weighted according to the proportion of the manager’s time that is allocated to each specific product.
Second, 30% of the target incentive is based on financial measures of Virtus. These financial measures include adjusted earnings before interest, tax, depreciation and amortization; gross inflows, and product investment performance. A portion of the total incentive bonus can be paid in Virtus RSUs that vest over three years.
The performance portion of the portfolio managers’ incentive bonus compensation is not based on the value of assets held in the Fund’s portfolio (except to the extent that the level of assets in the Fund’s portfolio affects the advisory fee received by the Adviser and thus, indirectly, the profitability of Virtus).
Other Benefits: Portfolio managers are eligible to participate in a 401(k) plan, health insurance, and other benefits offered generally to the firm’s employees that could include granting of RSUs in Virtus stock.
Equity Ownership of Portfolio Managers
The following table sets forth the dollar range of equity securities in the Fund beneficially owned, as of October 31, 2016, by each of the portfolio managers identified above.
Name of Portfolio Manager |
Dollar Range of Equity Securities in the Fund |
|||
Nathan I. Partain | $500,001 - $1,000,000 | |||
Daniel J. Petrisko | none |
ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS |
During the period covered by this report, no purchases were made by or on behalf of the registrant or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act.
ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
No changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors have been implemented after the registrant last provided disclosure in response to the requirements of Item 22(b)(15) of Schedule 14A (i.e., in the registrant’s Proxy Statement dated February 4, 2016) or this Item.
ITEM 11. | CONTROLS AND PROCEDURES |
(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective, based on an evaluation of those controls and procedures made as of a date within 90 days of the filing date of this report as required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Exchange Act.
(b) There has been no change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
ITEM 12. | EXHIBITS |
(a) | Exhibit 99.CERT | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
(b) | Exhibit 99.906CERT | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(c) | Exhibit 99(c) | Copies of the Registrant’s notices to shareholders pursuant to Rule 19a-1 under the 1940 Act which accompanied distributions paid during the six months ended October 31, 2016 pursuant to the Registrant’s Managed Distribution Plan are filed herewith as required by the terms of the Registrant’s exemptive order issued on August 26, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | DNP SELECT INCOME FUND INC. | |
By (Signature and Title) | /s/ Nathan I. Partain | |
Nathan I. Partain | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date | December 30, 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title) | /s/ Nathan I. Partain | |
Nathan I. Partain | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date | December 30, 2016 | |
By (Signature and Title) | /s/ Alan M. Meder | |
Alan M. Meder | ||
Treasurer and Assistant Secretary | ||
(Principal Financial and Accounting Officer) | ||
Date | December 30, 2016 |