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: April 30, 2018
ITEM 1. |
|
REPORTS TO STOCKHOLDERS. |
The Semi-Annual Report to Stockholders follows.
DNP Select
Income Fund Inc.
Semi-Annual
Report
April 30, 2018
Fund Distributions and
Managed Distribution Plan: DNP Select Income Fund Inc. (the Fund) has been paying a regular 6.5 cent per share
monthly distribution on its common stock since July 1997. In February 2007, the Board of Directors adopted a Managed Distribution Plan,
which provides for the Fund to continue to make a monthly distribution on its common stock of 6.5 cents per share. Under the Managed
Distribution Plan, the Fund will distribute all available investment income to shareholders, consistent with the Funds primary investment
objective. If and when sufficient investment income is not available on a monthly basis, the Fund will distribute long-term capital gains and/or
return capital to its shareholders in order to maintain the steady distribution level that has been approved by the Board. If the Fund estimates
that it has distributed more than its income and capital gains in a particular period, a portion of your distribution may be a return of
capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A
return of capital distribution does not necessarily reflect the Funds investment performance and should not be confused with
yield or income.
To the extent that the Fund
uses capital gains and/or return of capital to supplement its investment income, you should not draw any conclusions about the Funds
investment performance from the amount of the Funds distributions or from the terms of the Funds Managed Distribution
Plan.
Whenever a monthly distribution
includes a capital gain or return of capital component, the Fund provides you with a written statement indicating the sources of the
distribution and the amount derived from each source. As the most recent monthly statement from the Fund indicated, the cumulative
distributions paid this fiscal year to date through May 10 were estimated to be composed of net investment income, capital gains and return
of capital.
The amounts and sources of
distributions reported monthly in statements from the Fund are only estimates and are not provided for tax reporting purposes. The actual amounts and
sources of the amounts for tax reporting purposes will depend upon the Funds investment experience during the remainder of its
fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell
you how to report these distributions for federal income tax purposes.
The Board reviews the operation
of the Managed Distribution Plan on a quarterly basis, with the most recent review having been conducted in June 2018, and the Adviser uses data
provided by an independent consultant to review for the Board the Managed Distribution Plan annually. The Board may amend, suspend or
terminate the Managed Distribution Plan without prior notice to shareholders if it deems such action to be in the best interests of the Fund and
its shareholders. For example, the Board might take such action if the Managed Distribution Plan had the effect of shrinking the Funds
assets to a level that was determined to be detrimental to Fund shareholders. The suspension or termination of the Managed Distribution Plan
could have the effect of creating a trading discount (if the Funds stock is trading at or above net asset value), widening an existing
trading discount, or decreasing an existing premium.
The Managed Distribution Plan
is described in a Question and Answer format on your Funds website, www.dnpselectincome.com, and discussed in the section of
managements letter captioned About Your Fund. The tax characterization of the Funds distributions for the last 5 years
can also be found on the website under the Tax Information tab.
June 14,
2018
Dear Fellow Shareholders:
Performance Review:
Consistent with its primary objective of current income and long-term growth of income, and its Managed Distribution Plan, the Fund declared six
monthly distributions of 6.5 cents per share of common stock during the first six months of the 2018 fiscal year. The 6.5 cent per share monthly
rate, without compounding, would be 78 cents annualized, which is equal to 7.17% of the April 30, 2018, closing price of $10.88 per
share. Please refer to the inside front cover of this report and the portion of this letter captioned About Your Fund for important
information about the Fund and its Managed Distribution Plan.
Your Fund had a total return
(income plus change in market price) of 0.5% for the six months ended April 30, 2018, which is higher than the -4.5% total
return of the composite of the S&P 500® Utilities Index and the Bloomberg Barclays U.S. Utility Bond Index, weighted to reflect the
stock and bond ratio of the Fund. In comparison, the S&P 500® Utilities Index-a stock-only indexhad a total
return of -4.8% over that same period.
On a longer-term basis, as of
April 30, 2018, your Fund had a five-year annualized total return of 9.1% on a market value basis, which is higher than the 7.6% return of the
composite of the S&P 500® Utilities Index and the Bloomberg Barclays U.S. Utility Bond Index, weighted to reflect the stock and
bond ratio of the Fund. In comparison, the S&P 500® Utilities Index had an annualized total return during that period of
8.4%.
The table below compares the
performance of your Fund to various market benchmarks. It is important to note that the composite and index returns referred to in this letter include
no fees or expenses, whereas the Funds returns are net of expenses.
Total
Return1 For the period indicated through
April 30, 2018 |
|
Six Months |
One Year |
Three Years (annualized) |
Five Years (annualized) |
DNP Select Income Fund Inc. |
|
|
|
|
Market Value2 |
0.5% |
6.7% |
8.9% |
9.1% |
Net Asset Value3 |
-5.6% |
-1.2% |
6.2% |
7.4% |
Composite Index4 |
-4.5% |
3.0% |
8.2% |
7.6% |
S&P 500® Utilities Index4 |
-4.8% |
3.2% |
9.1% |
8.4% |
Bloomberg Barclays U.S. Utility Bond Index4 |
-2.7% |
1.3% |
2.2% |
2.6% |
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. |
1
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. |
Merger and
Acquisition Activity Throughout the Fund: Over the past six months, merger and acquisition activity has increased, as is typical in the later phase
of an economic cycle. All the industries in which the Fund investsutilities, telecommunications and energy master limited partnerships
(MLPs)have been involved. In the utility and telecommunications industries, acquisitions usually result in modest premiums and face long,
complicated regulatory approval processes. But acquisitions can create opportunities to realize cost synergies and to boost growth at the merged
company. A quick review of transactions that include companies in which the Fund has investments shows the extent of recent
activity.
In April 2018, Vectren
Corp. agreed to be acquired by CenterPoint Energy (both are Fund holdings). Reports had originally surfaced in August 2017 that such a deal was in the
works. Both companies are well-managed utilities with some non-regulated businesses which should create synergies and add to growth at CenterPoint.
Vectren has been a long-term holding in the Fund, so we expect to realize some attractive gains.
Dominion Energy (a Fund
holding) announced in January its intention to buy SCANA Corp. in an all-stock transaction, which aimed to bring Dominions scale and expertise to
the South Carolina utility. Unfortunately, political and regulatory developments centered on SCANAs stranded nuclear plant may derail the
acquisition.
The merger between
another of the Funds holdings, Great Plains Energy, and Westar Energy finally closed in early June after almost two years and a restructuring of
the original deal terms. The merger is expected to bring benefits to both customers and the companies. A large share buyback is also planned sometime
after the closing, and dividend growth is anticipated to resume, both of which are expected to be positive for Great Plains stock
price.
Moving to the
telecommunications sector, the longstanding effort by AT&T Inc., a Fund holding, to acquire Time Warner Inc. overcame a
Department of Justice antitrust challenge when a federal court ruled in AT&Ts favor on June 12, 2018. The companies are
expected to complete the merger imminently. AT&T sees Time Warner as key to its long-term strategy in a rapidly changing
industry.
Surprisingly, T-Mobile
USA and Sprint announced their intent to merge without even waiting for a decision in the AT&T/Time Warner litigation. Their merger would bring the
number of national wireless network operators down from four to three, a combination that in the past has been considered unlikely to pass muster from
an antitrust perspective. As for the impact of a T-Mobile/Sprint merger on the Funds holdings in Verizon and AT&T, we think the wireless
businesses of Verizon and AT&T could benefit from the improvement in market structure and the likely integration issues of merging the
T-Mobile/Sprint networks. There could also be an important impact on tower companies, such as our Crown Castle International holding. The overlap of
T-Mobile and Sprint networks could cause some loss of revenue, as the combined entity will want to rationalize its networks. However, given the
long-term contracts held by tower companies and the enhanced ability of a merged company to invest in 5G networks, the ultimate impact of the merger on
Crown Castle could be a net positive.
The midstream energy
sector has also seen a number of recent transactions as the sector enters a period of heightened consolidation and restructuring. This is partly due to
the need for MLPs to reduce the incentive distribution right (IDR) payments to their general partners and lower their cost of capital. Investor calls
for simplified corporate structures that treat publicly traded limited partnership interest holders more favorably has also been
a
2
key driver. The impetus to implement these restructurings also got a boost on
March 15, 2018 when the Federal Energy Regulatory Commission (FERC) issued a series of rulings related to the new tax law, which
effectively lowered the rates that MLPs could charge for the use of some of their natural gas pipelines. This raised the cost of holding
pipelines in the MLP structure and has led many MLPs to examine ways to mitigate the impact of the ruling, one of which is to convert to a
traditional C-corp structure.
In March after the FERC
ruling, Tallgrass Energy GP announced it would buy in its MLP, Tallgrass Energy Partners LP, both Fund holdings. Unlike other MLP
restructurings, the parent significantly increased its distribution as part of the deal and structured the transaction so that the MLP did not
suffer a backdoor distribution cut, a positive for both companies.
Then in April, Marathon
Petroleum said it was buying Andeavor, a petroleum refining and marketing company. While we do not own the primary companies involved in the
transaction, we do own the two associated MLPsMPLX LP and Andeavor Logistics LP. As has generally been the case with these deals, the expectation
is that the parent will merge the two MLPs at some point down the road, benefitting MPLX more than Andeavor Logistics.
Enbridge Inc. revealed
plans in May to buy in all of its sponsored vehicles, including Spectra Energy Partners (SEP), Enbridge Energy Partners, and Enbridge Energy
Management. (Enbridge and SEP were holdings at the time of the announcement.) This would roll-up the stranded MLPs, diminish the impact of the
tax ruling, and simplify Enbridges corporate structure.
The Williams Companies,
Inc. announced on the same day its intention to buy out the remaining units in Williams Partners LP, effectively easing part of the impact of
the FERC rulings. The Williams Companies, Inc. and Williams Partners LP were both holdings of the Fund. This transaction was anticipated before
the March FERC rulings, but it was undoubtedly accelerated by them.
A number of other MLPs
have also recently announced similar transactions or their intent to examine such transactions. We expect that the trend toward simplified
corporate structure will continue for MLPs and will ultimately improve corporate governance and broaden the investor base that will invest in
midstream energy.
U.S. Monetary
Policy: In December of 2015, the Federal Open Market Committee (FOMC), the committee within the Federal Reserve that sets
domestic monetary policy, began to reverse the highly accommodative policy of the previous seven years, when it raised the target range for the
federal funds rate for the first time in almost a decade. Since that time, the target range for the federal funds rate has been raised
seven times, with the most recent increase coming on June 13, 2018 when it was raised to a range of
1.75% to 2.00%. As a result, investors are starting to realize that the era of unprecedented U.S. monetary
stimulus may finally be coming to an end.
Nearly ten years after
the recession, the U.S. economy remains on track to experience steady, albeit moderate, growth over the next few quarters. Although we expect a
strengthening job market, improving housing sector, income tax reform and low energy prices to provide continued support for consumers, we
believe that modest global growth, increased fiscal uncertainty and the ongoing move to a less accommodative monetary policy are likely to
temper U.S. growth and keep the recovery slow and uneven.
Based on this economic
backdrop, the debate over the FOMCs ability to raise the federal funds target rate to a more normal rate is likely to continue. As a
result, the fixed income market could remain highly volatile and reactive to the tone of economic data. In the near term, we expect a measured
U.S. economic recovery and relatively low global interest rates to limit upward pressure on U.S. Treasury yields. Over the longer term, a
self-sustaining economic recovery, rising inflation expectations and growing budget deficits could set the stage for a sustained and
meaningful rise in interest rates.
3
Board of Directors
Meeting: At the regular March and June 2018 Board of Directors meetings, the Board declared the following monthly
dividends:
Cents
Per Share
|
|
Record
Date
|
|
Payable
Date
|
|
|
Cents Per
Share
|
|
Record
Date
|
|
Payable Date
|
6.5 |
|
April 30 |
|
May 10 |
|
|
6.5 |
|
July 31 |
|
August 10 |
6.5 |
|
May 31 |
|
June 11 |
|
|
6.5 |
|
August 31 |
|
September 10 |
6.5 |
|
June 29 |
|
July 10 |
|
|
6.5 |
|
September 28 |
|
October 10 |
About Your Fund: The Fund
seeks to achieve its investment objectives by investing primarily in the public utility industry. Under normal market conditions, more than 65% of the
Funds total assets are invested in a diversified portfolio of equity and fixed income securities of public utility companies engaged in the
production, transmission or distribution of electric energy, gas or telephone services. The Fund does not currently use derivatives and
has no investments in complex or structured investment vehicles.
The Fund seeks to
provide investors with a stable monthly dividend that is primarily derived from current fiscal year earnings and profits. The current 6.5 cent per
share monthly distribution rate is pursuant to a Managed Distribution Plan (MDP) that has been adopted by the Funds Board of Directors.
The MDP is described on the inside front cover of this report and in a Question and Answer format on the Funds website,
www.dnpselectincome.com.
The use of
leverage enables the Fund to borrow at short-term rates and invest in higher yielding securities. As of April 30, 2018, the Funds total leverage
consisted of $300 million of floating rate preferred stock, $300 million of fixed rate secured notes and $400 million of floating rate secured debt
outstanding under a committed loan facility. On that date the total amount of leverage represented approximately 28% of the Funds total assets.
The amount and type of leverage used is reviewed by the Board of Directors based on the Funds expected earnings relative to the anticipated costs
(including fees and expenses) associated with the leverage. In addition, the long-term expected benefits of leverage are weighed against the potential
effect of increasing the volatility of both the Funds net asset value and the market value of its common stock. Historically, the tendency of the
U.S. yield curve to exhibit a positive slope (i.e., long-term rates higher than short-term rates) has fostered an environment in which leverage used to
purchase fixed income securities can make a positive contribution to the earnings of the Fund. There is no assurance that this will continue to be the
case in the future. A decline in the difference between short-term and long-term rates could have an adverse effect on the income provided from
leverage. Also, the amount of leverage used to purchase equity securities will have a direct effect on the Funds net asset value and may increase
the volatility of the Funds net asset value and market price. The use of leverage increases the benefits to the Fund when equity valuations are
rising and conversely, exacerbates the negative impact to the Fund when equity valuations are falling. If the Fund were to conclude that the use of
leverage was likely to cease being beneficial, it could modify the amount and type of leverage it uses or eliminate the use of leverage
entirely.
Along with the influence
on the income provided from leverage, the level of interest rates can be a primary driver of bond returns, including the return on your
Funds fixed income investments. For example, an extended environment of historically low interest rates adds an element of reinvestment
risk, since the proceeds of maturing bonds may need to be reinvested in lower yielding securities. Alternatively, a sudden or unexpected rise in
interest rates would likely reduce the total return of fixed income investments, since higher interest rates could be expected to depress
the valuations of fixed rate bonds held in a portfolio.
Maturity and duration
are measures of the sensitivity of a funds fixed income investments to changes in interest rates. More specifically, duration refers to
the percentage change in a bonds price for a given change in rates (typically +/- 100 basis points). In general, the greater the average
maturity and duration of a portfolio, the greater is the potential percentage price volatility for a given change in interest rates. As of April
30, 2018 your Funds fixed income investments had an average maturity of 6.5 years and duration of 4.7 years, while the Bloomberg
Barclays U.S. Utility Bond Index had an average maturity of 15.2 years and duration of 9.8 years.
4
In addition to your
Funds fixed income investments, the income-oriented equity investments held in your Fund can be adversely affected by a rise in interest
rates. However, while rising interest rates generally have a negative impact on income-oriented investments, if improved growth accompanies the
rising rates, the impact can be mitigated.
As a practical matter, it is
not possible for your Funds portfolio of investments to be completely insulated from unexpected moves in interest rates. Management
believes that over the long term, the conservative distribution of fixed income investments along the yield curve and the growth potential of
income-oriented equity holdings, positions your Fund to take advantage of future opportunities while limiting volatility to some degree.
However, a sustained and meaningful rise in interest rates from current levels would have the potential to significantly reduce the total
return of leveraged funds holding income-oriented equities and fixed income investments, including the DNP Fund. A significant rise in interest
rates would likely put downward pressure on both the net asset value and market price of such funds.
Annual Shareholder Meeting
and Board of Directors Update: The annual meeting of the Funds shareholders was held on March 13, 2018. At that meeting, holders of
the Funds common stock reelected Donald C. Burke, Clifford W. Hoffman and Eileen A. Moran as directors of the Fund.
Effective April 5, 2018, Mr.
Hoffman resigned from the Board of Directors. Previously, on March 31, 2018, Virtus Investment Partners, Inc. (Virtus), the parent
company of the Funds investment adviser, Duff & Phelps Investment Management Co., filed a Form 8-K with the SEC, stating that the
Audit Committee of the Board of Directors of Virtus had approved the appointment of Deloitte & Touche LLP (Deloitte) as
Virtuss independent registered public accounting firm for the fiscal year ending December 31, 2018, subject to completion of
Deloittes standard client acceptance procedures and execution of an engagement letter. Several days later, Mr. Hoffman, who is a
retired Deloitte partner, informed the Board that, because of certain ongoing financial relationships he has with Deloitte, he is required to
maintain independence from Deloittes attest clients, including Virtus, and that, as a result, he had determined that it was necessary for
him to resign from the Board. Mr. Hoffman joined the Board in 2016 and management would like to thank him for his insights and guidance during
the time he was able to serve on the Board.
Visit us on the Web: You
can obtain the most recent shareholder financial reports and distribution information at our website,
www.dnpselectincome.com.
We appreciate your interest in
DNP Select Income Fund Inc., and we will continue to do our best to be of service to you.
Connie M. Luecke, CFA
|
|
Nathan I. Partain
|
Vice President and Chief Investment Officer
|
|
Director, President and Chief Executive Officer |
Certain statements in this
report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of
individual investments. The forward-looking statements and other views expressed herein, are those of the portfolio managers as of the date of
this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements, and the
views expressed herein are subject to change at any time, due to numerous market and other factors. The Fund disclaims any obligation to update
publicly or revise any forward-looking statements or views expressed herein.
5
DNP SELECT INCOME FUND INC.
SCHEDULE OF
INVESTMENTS
April 30, 2018
(Unaudited)
Shares
|
|
|
|
Description
|
|
Value
|
COMMON STOCKS & MLP
INTERESTS119.6%
|
|
|
|
|
n ELECTRIC, GAS AND WATER84.2%
|
2,533,240 |
|
|
|
Alliant Energy Corp.(a) |
|
|
$108,802,658 |
|
1,688,000 |
|
|
|
Ameren Corp.(a) |
|
|
98,950,560 |
|
900,000 |
|
|
|
American Electric Power Company, Inc.(a) |
|
|
62,982,000 |
|
1,000,000 |
|
|
|
American Water Works Co.(a) |
|
|
86,580,000 |
|
732,000 |
|
|
|
Atmos Energy Corp.(a) |
|
|
63,603,480 |
|
3,071,300 |
|
|
|
CenterPoint Energy, Inc.(a)(b) |
|
|
77,796,029 |
|
2,397,000 |
|
|
|
CMS Energy Corp.(a) |
|
|
113,114,430 |
|
864,000 |
|
|
|
Dominion Energy, Inc. |
|
|
57,507,840 |
|
955,000 |
|
|
|
DTE Energy Co.(a)(b) |
|
|
100,657,000 |
|
1,000,000 |
|
|
|
Edison International |
|
|
65,520,000 |
|
1,296,855 |
|
|
|
Emera Inc. (Canada) |
|
|
40,454,956 |
|
1,719,400 |
|
|
|
Eversource Energy(a)(b) |
|
|
103,593,850 |
|
2,662,500 |
|
|
|
Great Plains Energy Inc.(a) |
|
|
87,143,625 |
|
653,700 |
|
|
|
NextEra Energy, Inc.(a) |
|
|
107,147,967 |
|
1,010,250 |
|
|
|
Nextera Energy Partners, LP |
|
|
42,097,118 |
|
2,270,000 |
|
|
|
NiSource Inc. |
|
|
55,365,300 |
|
800,000 |
|
|
|
Northwest Natural Gas Co. |
|
|
49,040,000 |
|
2,300,000 |
|
|
|
OGE Energy Corp.(a) |
|
|
75,601,000 |
|
576,000 |
|
|
|
ONE Gas, Inc. |
|
|
40,158,720 |
|
1,000,000 |
|
|
|
Pinnacle West Capital Corp.(a) |
|
|
80,500,000 |
|
1,800,000 |
|
|
|
Public Service Enterprise Group Inc.(a) |
|
|
93,870,000 |
|
900,000 |
|
|
|
Sempra Energy(a)(b) |
|
|
100,620,000 |
|
1,500,000 |
|
|
|
South Jersey Industries, Inc. |
|
|
46,350,000 |
|
2,000,000 |
|
|
|
Southern Co.(a)(b) |
|
|
92,240,000 |
|
778,000 |
|
|
|
Spire Inc. |
|
|
56,132,700 |
|
1,500,000 |
|
|
|
Vectren Corp.(a)(b) |
|
|
105,405,000 |
|
1,500,000 |
|
|
|
WEC Energy Group, Inc.(a) |
|
|
96,420,000 |
|
2,000,000 |
|
|
|
Xcel Energy Inc.(a)(b) |
|
|
93,680,000 |
|
|
|
|
|
|
|
|
2,201,334,233 |
|
|
|
|
|
n OIL & GAS STORAGE, TRANSPORTATION AND PRODUCTION22.0
%
|
184,729 |
|
|
|
Andeavor Logistics LP |
|
|
$7,839,899 |
|
595,765 |
|
|
|
Antero Midstream GP LP |
|
|
10,259,073 |
|
435,000 |
|
|
|
Antero Midstream Partners LP |
|
|
11,662,350 |
|
501,000 |
|
|
|
DCP Midstream LP |
|
|
18,416,760 |
|
1,259,300 |
|
|
|
Enbridge Inc. (Canada) |
|
|
38,119,011 |
|
880,032 |
|
|
|
Energy Transfer Equity LP |
|
|
13,904,506 |
|
1,327,367 |
|
|
|
Energy Transfer Partners LP |
|
|
23,919,153 |
|
880,000 |
|
|
|
EnLink Midstream Partners LP |
|
|
12,848,000 |
|
1,276,000 |
|
|
|
Enterprise Products Partners LP |
|
|
34,247,840 |
|
425,000 |
|
|
|
EQT GP Holdings, LP |
|
|
10,625,000 |
|
545,000 |
|
|
|
GasLog Partners LP (Marshall Islands) |
|
|
12,943,750 |
|
357,000 |
|
|
|
Genesis Energy LP |
|
|
7,479,150 |
|
2,180,026 |
|
|
|
Kinder Morgan, Inc.(a) |
|
|
34,488,011 |
|
347,090 |
|
|
|
Magellan Midstream Partners LP |
|
|
22,848,935 |
|
727,185 |
|
|
|
MPLX LP |
|
|
25,691,446 |
|
352,150 |
|
|
|
ONEOK, Inc. |
|
|
21,206,473 |
|
717,000 |
|
|
|
Pembina Pipeline Corp. (Canada) |
|
|
22,869,948 |
|
323,419 |
|
|
|
Phillips 66 Partners LP |
|
|
16,035,114 |
|
805,500 |
|
|
|
Plains All American Pipeline, LP |
|
|
18,937,305 |
|
430,625 |
|
|
|
Shell Midstream Partners LP |
|
|
9,297,194 |
|
260,000 |
|
|
|
Spectra Energy Partners, LP |
|
|
9,269,000 |
|
510,000 |
|
|
|
Tallgrass Energy GP, LP |
|
|
10,434,600 |
|
415,000 |
|
|
|
Tallgrass Energy Partners LP |
|
|
17,102,150 |
|
500,120 |
|
|
|
Targa Resources Corp. |
|
|
23,490,636 |
|
1,375,500 |
|
|
|
TransCanada Corp. (Canada)(a)(b) |
|
|
58,389,975 |
|
267,440 |
|
|
|
Valero Energy Partners LP |
|
|
10,545,159 |
|
651,460 |
|
|
|
Westlake Chemical Partners LP |
|
|
14,690,423 |
|
The accompanying notes are an integral part of these
financial statements.
6
DNP SELECT INCOME FUND INC.
SCHEDULE OF
INVESTMENTS(Continued)
April 30, 2018
(Unaudited)
Shares
|
|
|
|
Description
|
|
Value
|
362,000 |
|
|
|
Western Gas Partners LP |
|
|
$17,397,720 |
|
791,500 |
|
|
|
The Williams Companies, Inc. |
|
|
20,365,295 |
|
500,000 |
|
|
|
Williams Partners LP |
|
|
18,200,000 |
|
|
|
|
|
|
|
|
573,523,876 |
|
|
|
|
|
n TELECOMMUNICATIONS13.4%
|
1,983,000 |
|
|
|
AT&T Inc.(a) |
|
|
64,844,100 |
|
951,515 |
|
|
|
BCE Inc. (Canada)(a) |
|
|
40,391,812 |
|
800,000 |
|
|
|
CenturyLink Inc. |
|
|
14,864,000 |
|
690,400 |
|
|
|
Crown Castle International Corp. |
|
|
69,640,648 |
|
1,000,000 |
|
|
|
Orange SA (France) |
|
|
18,261,933 |
|
1,280,300 |
|
|
|
Telus Corp. (Canada) |
|
|
45,890,858 |
|
1,502,089 |
|
|
|
Verizon Communications Inc.(a)(b) |
|
|
74,128,092 |
|
782,200 |
|
|
|
Vodafone Group Plc ADR (United Kingdom) |
|
|
23,004,502 |
|
|
|
|
|
|
|
|
351,025,945 |
|
|
|
|
|
Total Common Stocks & MLP Interests
(Cost $2,430,235,573) |
|
|
3,125,884,054 |
|
Par
Value |
|
|
|
|
|
|
|
|
BONDS17.2%
|
|
|
|
|
n ELECTRIC, GAS AND WATER9.1%
|
$22,000,000 |
|
|
|
Arizona Public Service Co. 67/8%, 8/01/36(a)(b) |
|
|
28,131,757 |
|
10,450,000 |
|
|
|
Atmos Energy Corp. 81/2%, 3/15/19(a)(b) |
|
|
10,957,713 |
|
11,000,000 |
|
|
|
Cleveland Electric Illuminating Co. 87/8%, 11/15/18(a)(b) |
|
|
11,346,130 |
|
8,000,000 |
|
|
|
CMS Energy Corp. 5.05%, 3/15/22 |
|
|
8,416,200 |
|
5,000,000 |
|
|
|
Connecticut Light & Power Co. 3.20%, 3/15/27 |
|
|
4,825,347 |
|
15,305,000 |
|
|
|
Consolidated Edison Co. of New York 71/8%, 12/01/18(a)(b) |
|
|
15,672,604 |
|
10,000,000 |
|
|
|
DPL Capital Trust II 81/8%, 9/01/31 |
|
|
10,250,000 |
|
6,400,000 |
|
|
|
DTE Electric Co. 3.65%, 3/15/24 |
|
|
6,466,107 |
|
4,875,000 |
|
|
|
DTE Electric Co. 3.45%, 10/01/20 |
|
|
4,917,939 |
|
5,600,000 |
|
|
|
Edison International 41/8%, 3/15/28 |
|
|
5,565,860 |
|
20,000,000 |
|
|
|
Entergy Texas Inc. 71/8%, 2/01/19(a)(b) |
|
|
20,649,261 |
|
10,000,000 |
|
|
|
Florida Power & Light Co. 31/4%, 6/01/24 |
|
|
9,941,227 |
|
10,618,000 |
|
|
|
Indiana Michigan Power Co. 7.00%, 3/15/19(a)(b) |
|
|
10,993,691 |
|
10,000,000 |
|
|
|
Interstate Power & Light 31/4%, 12/01/24 |
|
|
9,788,840 |
|
5,000,000 |
|
|
|
Metropolitan Edison Co. 7.70%, 1/15/19(a) |
|
|
5,170,157 |
|
12,000,000 |
|
|
|
National Fuel Gas Co. 83/4%, 5/01/19(a) |
|
|
12,636,338 |
|
6,000,000 |
|
|
|
Nevada Power Co. 71/8%, 3/15/19 |
|
|
6,221,251 |
|
5,000,000 |
|
|
|
Ohio Power Company 6.60%, 2/15/33 |
|
|
6,387,704 |
|
10,345,000 |
|
|
|
Oncor Electric Delivery Co. LLC 7.00%, 9/01/22(a)(b) |
|
|
11,796,780 |
|
14,000,000 |
|
|
|
Progress Energy Inc. 7.05%, 3/15/19(a)(b) |
|
|
14,508,026 |
|
6,528,000 |
|
|
|
Public Service New Mexico 71/2%, 8/01/18(a) |
|
|
6,605,983 |
|
6,000,000 |
|
|
|
Sempra Energy 3.55%, 6/15/24 |
|
|
5,911,721 |
|
10,000,000 |
|
|
|
Virginia Electric & Power Co. 3.15%, 1/15/26 |
|
|
9,585,334 |
|
|
|
|
|
|
|
|
236,745,970 |
|
The accompanying notes are an integral part of these
financial statements.
7
DNP SELECT INCOME FUND INC.
SCHEDULE OF
INVESTMENTS(Continued)
April 30, 2018
(Unaudited)
Par Value
|
|
|
|
Description
|
|
Value
|
|
|
|
|
n OIL & GAS STORAGE, TRANSPORTATION AND
PRODUCTION4.1%
|
$6,488,000 |
|
|
|
Energy Transfer Partners 7.60%, 2/01/24 |
|
|
$7,299,835 |
|
8,850,000 |
|
|
|
Energy Transfer Partners 81/4%, 11/15/29 |
|
|
10,847,392 |
|
5,000,000 |
|
|
|
Enterprise Products Operating LLC 61/2%, 1/31/19 |
|
|
5,131,987 |
|
12,826,000 |
|
|
|
EQT Corp. 81/8%, 6/01/19(a) |
|
|
13,498,984 |
|
8,030,000 |
|
|
|
Kinder Morgan, Inc. 6.85%, 2/15/20 |
|
|
8,509,770 |
|
14,445,000 |
|
|
|
Magellan Midstream Partners, LP 6.40%, 7/15/18(a)(b) |
|
|
14,556,003 |
|
11,000,000 |
|
|
|
ONEOK, Inc. 6.00%, 6/15/35 |
|
|
12,224,591 |
|
9,000,000 |
|
|
|
ONEOK Partners, LP 85/8%, 3/01/19 |
|
|
9,411,802 |
|
5,000,000 |
|
|
|
Plains All American Pipeline, LP 4.65%, 10/15/2025 |
|
|
5,012,263 |
|
2,615,000 |
|
|
|
Spectra Energy Capital, LLC 63/4%, 7/15/18 |
|
|
2,634,483 |
|
9,140,000 |
|
|
|
TransCanada PipeLines Ltd. (Canada) 71/8%, 1/15/19(a)(b) |
|
|
9,417,910 |
|
10,000,000 |
|
|
|
Williams Partners LP 3.60%, 3/15/22 |
|
|
9,915,271 |
|
|
|
|
|
|
|
|
108,460,291 |
|
|
|
|
|
n TELECOMMUNICATIONS3.7%
|
10,000,000 |
|
|
|
BellSouth Capital Funding Corp. 77/8%, 2/15/30(a) |
|
|
12,352,052 |
|
15,000,000 |
|
|
|
CenturyLink Inc. 67/8%, 1/15/28 |
|
|
13,762,500 |
|
5,900,000 |
|
|
|
Comcast Corp. 7.05%, 3/15/33 |
|
|
7,625,262 |
|
9,385,000 |
|
|
|
Crown Castle International Corp. 4.45%, 2/15/26 |
|
|
9,388,545 |
|
15,000,000 |
|
|
|
Koninklijke KPN NV (Netherlands) 83/8%, 10/01/30(a) |
|
|
20,106,439 |
|
5,000,000 |
|
|
|
TCI Communications Inc. 71/8%, 2/15/28 |
|
|
6,202,750 |
|
15,500,000 |
|
|
|
Verizon Global Funding Corp. 73/4%, 12/01/30 |
|
|
20,132,509 |
|
5,000,000 |
|
|
|
Vodafone Group Plc (United Kingdom) 77/8%, 2/15/30 |
|
|
6,387,626 |
|
|
|
|
|
|
|
|
95,957,683 |
|
|
|
|
|
n NON-UTILITY0.3%
|
8,000,000 |
|
|
|
Dayton Hudson Corp. 97/8%, 7/01/20(a) |
|
|
9,099,679 |
|
|
|
|
|
|
|
|
9,099,679 |
|
|
|
|
|
Total Bonds (Cost $429,238,127) |
|
|
450,263,623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS136.8% (Cost $2,859,473,700) |
|
|
3,576,147,677 |
|
|
|
|
|
Secured borrowings(15.3)% |
|
|
(400,000,000 |
) |
|
|
|
|
Secured notes(11.5)% |
|
|
(300,000,000 |
) |
|
|
|
|
Mandatory Redeemable Preferred Shares at liquidation value(11.5)% |
|
|
(300,000,000 |
) |
|
|
|
|
Other assets less other liabilities1.5% |
|
|
38,337,338 |
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCK100.0% |
|
$ |
2,614,485,015 |
|
(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 percentage shown for each investment category is the
total value of that category as a percentage of the net assets applicable to common stock of the Fund.
The accompanying notes are an integral part of these
financial statements.
8
DNP SELECT INCOME FUND INC.
SCHEDULE OF
INVESTMENTS(Continued)
April 30, 2018
(Unaudited)
The Funds investments are carried at fair value which is
defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most
advantageous market of the investment. The three-tier hierarchy of inputs established to classify fair value measurements for disclosure purposes is
summarized in the three broad levels listed below.
Level 1quoted prices in active markets for identical
securities
Level 2other significant observable inputs (including quoted
prices for similar securities, interest rates, prepayment speeds, credit risks, etc.)
Level 3significant unobservable inputs (including the
Funds own assumptions in determining fair value of investments)
The inputs or methodology used for valuing securities are not
necessarily an indication of the risk associated with investing in these securities. The following is a summary of the inputs used to value each of the
Funds investments at April 30, 2018:
|
|
|
|
Level 1
|
|
Level 2
|
Common stocks & MLP interests |
|
|
|
$ |
3,125,884,054 |
|
|
|
|
|
Bonds |
|
|
|
|
|
|
|
$ |
450,263,623 |
|
Total |
|
|
|
$ |
3,125,884,054 |
|
|
$ |
450,263,623 |
|
There were no Level 3 priced securities held and there were no
transfers between Level 1 and Level 2 related to securities held at April 30, 2018.
Other information regarding the Fund is available on the
Funds website at www.dnpselectincome.com or the Securities and Exchange Commissions website at www.sec.gov.
* |
|
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.
9
DNP SELECT INCOME FUND INC.
STATEMENT OF
ASSETS AND LIABILITIES
April 30, 2018
(Unaudited)
ASSETS:
|
|
|
|
|
|
|
Investments at value (cost $2,859,473,700) including $374,128,684 of securities loaned |
|
|
|
$ |
3,576,147,677 |
|
Cash |
|
|
|
|
33,972,743 |
|
Receivables:
|
|
|
|
|
|
|
Securities sold |
|
|
|
|
7,707,404 |
|
Interest |
|
|
|
|
7,393,494 |
|
Dividends |
|
|
|
|
8,951,889 |
|
Securities lending income |
|
|
|
|
2,516 |
|
Prepaid expenses |
|
|
|
|
459,752 |
|
Total assets |
|
|
|
|
3,634,635,475 |
|
|
LIABILITIES:
|
|
|
|
|
|
|
Secured borrowings (Note 6) |
|
|
|
|
400,000,000 |
|
Secured notes (net of deferred offering costs of $2,891,592) (Note 6) |
|
|
|
|
297,108,408 |
|
Dividends payable on common stock |
|
|
|
|
18,816,201 |
|
Investment advisory fee (Note 3) |
|
|
|
|
1,581,089 |
|
Administrative fee (Note 3) |
|
|
|
|
373,752 |
|
Interest payable on secured notes (Note 6) |
|
|
|
|
2,395,691 |
|
Interest payable on floating rate mandatory redeemable preferred shares (Note 7) |
|
|
|
|
1,087,500 |
|
Interest payable on secured borrowings (Note 6) |
|
|
|
|
144,857 |
|
Accrued expenses |
|
|
|
|
202,822 |
|
Floating rate mandatory redeemable preferred shares (liquidation preference $300,000,000, net of deferred offering costs of $1,559,860) (Note
7) |
|
|
|
|
298,440,140 |
|
Total liabilities |
|
|
|
|
1,020,150,460 |
|
NET ASSETS APPLICABLE TO COMMON STOCK |
|
|
|
$ |
2,614,485,015 |
|
|
CAPITAL:
|
|
|
|
|
|
|
Common stock ($0.001 par value per share; 300,000,000 shares authorized and 289,480,013 shares issued and outstanding) |
|
|
|
|
$289,480 |
|
Additional paid-in capital |
|
|
|
|
1,956,107,550 |
|
Accumulated net realized gain on investments |
|
|
|
|
74,135,328 |
|
Distributions in excess of net investment income |
|
|
|
|
(132,718,330 |
) |
Net unrealized appreciation on investments and foreign currency translation |
|
|
|
|
716,670,987 |
|
Net assets applicable to common stock |
|
|
|
$ |
2,614,485,015 |
|
NET ASSET VALUE PER SHARE OF COMMON STOCK |
|
|
|
|
$9.03 |
|
The accompanying notes are an integral part of these
financial statements.
10
DNP SELECT INCOME FUND INC.
STATEMENT OF
OPERATIONS
For the six months ended
April 30, 2018
(Unaudited)
INVESTMENT INCOME:
|
|
|
|
|
|
|
Interest |
|
|
|
|
$11,073,709 |
|
Dividends (less foreign withholding tax of $1,046,487) |
|
|
|
|
65,820,655 |
|
Less return of capital distributions (Note 2) |
|
|
|
|
(16,184,905 |
) |
Securities lending income, net |
|
|
|
|
107,743 |
|
Total investment income |
|
|
|
|
60,817,202 |
|
|
EXPENSES:
|
|
|
|
|
|
|
Investment advisory fees (Note 3) |
|
|
|
|
9,929,106 |
|
Interest expense and amortization of deferred offering costs on preferred shares (Note 7) |
|
|
|
|
5,943,687 |
|
Interest expense and fees on secured borrowings (Note 6) |
|
|
|
|
5,925,243 |
|
Interest expense and amortization of deferred offering costs on secured notes (Note 6) |
|
|
|
|
4,553,285 |
|
Administrative fees (Note 3) |
|
|
|
|
2,332,943 |
|
Reports to shareholders |
|
|
|
|
465,500 |
|
Custodian fees |
|
|
|
|
181,000 |
|
Professional fees |
|
|
|
|
175,650 |
|
Directors fees (Note 3) |
|
|
|
|
162,441 |
|
Transfer agent fees |
|
|
|
|
144,800 |
|
Other expenses |
|
|
|
|
321,280 |
|
Total expenses |
|
|
|
|
30,134,935 |
|
Net investment income |
|
|
|
|
30,682,267 |
|
|
REALIZED AND UNREALIZED GAIN (LOSS):
|
|
|
|
|
|
|
Net realized gain on investments |
|
|
|
|
74,137,010 |
|
Net change in unrealized appreciation (depreciation) on investments and foreign currency translation |
|
|
|
|
(268,451,955 |
) |
Net realized and unrealized loss |
|
|
|
|
(194,314,945 |
) |
|
NET DECREASE IN NET ASSETS APPLICABLE TO COMMON STOCK RESULTING FROM OPERATIONS |
|
|
|
$ |
(163,632,678 |
) |
The accompanying notes are an integral part of these
financial statements.
11
DNP SELECT INCOME FUND INC.
STATEMENTS OF
CHANGES IN NET ASSETS
|
|
|
|
For the six months
ended April 30, 2018 (Unaudited)
|
|
For the year ended
October 31, 2017
|
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
$30,682,267 |
|
|
|
$62,244,319 |
|
Net realized gain |
|
|
|
|
74,137,010 |
|
|
|
126,213,457 |
|
Net change in unrealized appreciation (depreciation) |
|
|
|
|
(268,451,955 |
) |
|
|
200,614,061 |
|
Net increase (decrease) in net assets applicable to common stock resulting from operations |
|
|
|
|
(163,632,678 |
) |
|
|
389,071,837 |
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO COMMON STOCKHOLDERS:
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
(30,682,267 |
)* |
|
|
(74,460,417 |
) |
In excess of net investment income |
|
|
|
|
(81,884,513 |
)* |
|
|
|
|
Net realized gain |
|
|
|
|
|
* |
|
|
(117,352,438 |
) |
Return of capital |
|
|
|
|
|
* |
|
|
(31,075,165 |
) |
Decrease in net assets from distributions to common stockholders (Note 5) |
|
|
|
|
(112,566,780 |
) |
|
|
(222,888,020 |
) |
|
CAPITAL STOCK TRANSACTIONS:
|
|
|
|
|
|
|
|
|
|
|
Shares issued to common stockholders from dividend reinvestment of 1,986,064 and 3,838,880 shares, respectively |
|
|
|
|
20,143,711 |
|
|
|
39,383,563 |
|
Net increase in net assets derived from capital share transactions |
|
|
|
|
20,143,711 |
|
|
|
39,383,563 |
|
Total increase (decrease) in net assets |
|
|
|
|
(256,055,747 |
) |
|
|
205,567,380 |
|
|
TOTAL NET ASSETS APPLICABLE TO COMMON STOCK:
|
|
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
|
|
2,870,540,762 |
|
|
|
2,664,973,382 |
|
End of period (including distributions in excess of net investment income of $132,718,330 and $50,833,817 respectively) |
|
|
|
$ |
2,614,485,015 |
|
|
$ |
2,870,540,762 |
|
* |
|
Allocations to net investment income, net realized
gain and/or return of capital will be determined at fiscal year end. |
The accompanying notes are an integral part of these
financial statements.
12
DNP SELECT INCOME FUND INC.
STATEMENT OF
CASH FLOWS
For the six months ended
April 30, 2018
(Unaudited)
INCREASE (DECREASE) IN CASH
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
Interest received |
|
|
|
|
$13,557,572 |
|
|
|
|
|
Income dividends received |
|
|
|
|
49,278,422 |
|
|
|
|
|
Return of capital distributions on investments |
|
|
|
|
15,222,319 |
|
|
|
|
|
Securities lending income, net |
|
|
|
|
107,250 |
|
|
|
|
|
Interest paid on secured borrowings |
|
|
|
|
(5,836,586 |
) |
|
|
|
|
Interest paid on secured notes |
|
|
|
|
(4,380,000 |
) |
|
|
|
|
Interest paid on floating rate mandatory redeemable preferred shares |
|
|
|
|
(5,391,521 |
) |
|
|
|
|
Expenses paid |
|
|
|
|
(14,267,091 |
) |
|
|
|
|
Purchase of investment securities |
|
|
|
|
(282,845,701 |
) |
|
|
|
|
Proceeds from sales and maturities of investment securities |
|
|
|
|
325,471,495 |
|
|
|
|
|
Net cash provided by operating activities |
|
$90,916,159 |
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
|
Distributions paid |
|
|
|
|
(112,437,686 |
) |
|
|
|
|
Proceeds from issuance of common stock under dividend reinvestment plan |
|
|
|
|
20,143,711 |
|
|
|
|
|
Net cash used in financing activities |
|
(92,293,975 |
) |
Net decrease in cash and cash equivalents |
|
(1,377,816 |
) |
Cash and cash equivalentsbeginning of period |
|
35,350,559 |
|
Cash and cash equivalentsend of period |
$ |
33,972,743 |
|
Reconciliation of net decrease in net assets resulting from operations to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Net decrease in net assets resulting from operations |
$ |
(163,632,678 |
) |
Purchase of investment securities |
|
|
|
|
(282,845,701 |
) |
|
|
|
|
Proceeds from sales and maturities of investment securities |
|
|
|
|
325,471,495 |
|
|
|
|
|
Net realized gain on investments |
|
|
|
|
(74,137,010 |
) |
|
|
|
|
Net change in unrealized (appreciation) depreciation on investments |
|
|
|
|
268,451,955 |
|
|
|
|
|
Net amortization and accretion of premiums and discounts on debt securities |
|
|
|
|
2,745,483 |
|
|
|
|
|
Return of capital distributions on investments |
|
|
|
|
15,222,319 |
|
|
|
|
|
Amortization of deferred offering costs |
|
|
|
|
542,696 |
|
|
|
|
|
Increase in interest receivable |
|
|
|
|
(261,620 |
) |
|
|
|
|
Increase in dividends receivable |
|
|
|
|
(357,328 |
) |
|
|
|
|
Increase in interest payable on floating rate mandatory redeemable preferred shares |
|
|
|
|
215,108 |
|
|
|
|
|
Decrease in interest payable on secured notes |
|
|
|
|
(32,352 |
) |
|
|
|
|
Increase in interest payable on secured borrowings |
|
|
|
|
88,657 |
|
|
|
|
|
Decrease in accrued expenses |
|
|
|
|
(554,371 |
) |
|
|
|
|
Increase in other receivable |
|
|
|
|
(494 |
) |
|
|
|
|
Total adjustments |
|
254,548,837 |
|
Net cash provided by operating activities |
|
$90,916,159 |
|
The accompanying notes are an integral part of these
financial statements.
13
DNP SELECT INCOME FUND INC.
FINANCIAL
HIGHLIGHTSSELECTED PER SHARE DATA AND
RATIOS
The table below provides
information about income and capital changes for a share of common stock outstanding throughout the periods indicated (excluding supplemental data
provided below):
| |
For the six months ended April 30, 2018 | |
For the year ended October 31,
| |
For the ten months ended October 31, | |
For the year ended December 31, |
PER SHARE DATA: | |
(Unaudited)
| |
2017
| |
2016
| |
2015
| |
2014
| |
2013
| |
2012
|
Net asset value: | |
| |
| |
| |
| |
| |
| |
|
Beginning of period | |
$9.98 | | |
$9.40 | | |
$8.72 | | |
$10.21 | | |
$8.98 | | |
$8.23 | | |
$8.33 | |
Net investment income | |
0.11 | | |
0.22 | | |
0.27 | | |
0.29 | | |
0.35 | | |
0.27 | | |
0.48 | |
Net realized and unrealized gain (loss) | |
(0.67 | ) | |
1.14 | | |
1.19 | | |
(1.00 | ) | |
1.66 | | |
1.13 | | |
0.21 | |
Dividends on auction preferred stock from net investment income | |
— | | |
— | | |
— | | |
— | | |
— | | |
— | | |
(0.02 | ) |
Benefit to common stockholders from tender offer for preferred stock | |
— | | |
— | | |
— | | |
— | | |
— | | |
— | | |
0.01 | |
Net increase (decrease) from investment operations applicable to common stock | |
(0.56 | ) | |
1.36 | | |
1.46 | | |
(0.71 | ) | |
2.01 | | |
1.40 | | |
0.68 | |
Distributions on common stock:
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Net investment income | |
(0.11 | ) | |
(0.26 | ) | |
(0.31 | ) | |
(0.36 | ) | |
(0.39 | ) | |
(0.30 | ) | |
(0.44 | ) |
In excess of net investment income | |
(0.28 | ) | |
— | | |
— | | |
— | | |
— | | |
— | | |
— | |
Net realized gain | |
— | | |
(0.41 | ) | |
(0.34 | ) | |
(0.34 | ) | |
(0.30 | ) | |
(0.33 | ) | |
(0.28 | ) |
Return of capital | |
— | | |
(0.11 | ) | |
(0.13 | ) | |
(0.08 | ) | |
(0.09 | ) | |
(0.02 | ) | |
(0.06 | ) |
Total distributions | |
(0.39 | ) | |
(0.78 | ) | |
(0.78 | ) | |
(0.78 | ) | |
(0.78 | ) | |
(0.65 | ) | |
(0.78 | ) |
Net asset value:
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
End of period | |
$9.03 | | |
$9.98 | | |
$9.40 | | |
$8.72 | | |
$10.21 | | |
$8.98 | | |
$8.23 | |
Per share market value:
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
End of period | |
$10.88 | | |
$11.25 | | |
$10.09 | | |
$9.77 | | |
$10.47 | | |
$9.70 | | |
$9.47 | |
RATIOS TO AVERAGE NET ASSETS APPLICABLE TO COMMON STOCK: | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Operating expenses | |
2.24 | %* | |
2.04 | % | |
1.86 | % | |
1.64 | % | |
1.60 | % | |
1.55 | %* | |
1.77 | % |
Operating expenses, without leverage | |
1.01 | %* | |
1.02 | % | |
1.04 | % | |
1.03 | % | |
1.05 | % | |
1.07 | %* | |
1.18 | % |
Net investment income | |
2.28 | %* | |
2.23 | % | |
2.98 | % | |
3.05 | % | |
3.67 | % | |
3.58 | %* | |
5.03 | % |
SUPPLEMENTAL DATA: | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Total return on market value(1) | |
0.52 | % | |
20.17 | % | |
12.08 | % | |
1.08 | % | |
17.05 | % | |
9.69 | % | |
(6.17 | )% |
Total return on net asset value(1) | |
(5.60 | )% | |
15.04 | % | |
17.34 | % | |
(7.09 | )% | |
23.37 | % | |
17.35 | % | |
8.53 | % |
Portfolio turnover rate | |
8 | % | |
11 | % | |
16 | % | |
15 | % | |
16 | % | |
10 | % | |
14 | % |
Net assets applicable to common stock, end of period (000’s omitted) | |
$2,614,485 | | |
$2,870,541 | | |
$2,664,973 | | |
$2,440,250 | | |
$2,820,578 | | |
$2,448,236 | | |
$2,219,458 | |
Borrowings outstanding, end of period (000’s omitted) | |
$700,000 | | |
$700,000 | | |
$700,000 | | |
$700,000 | | |
$700,000 | | |
$861,800 | | |
$861,800 | |
Preferred stock outstanding, end of period (000’s) omitted | |
$300,000 | | |
$300,000 | | |
$300,000 | | |
$300,000 | | |
$300,000 | | |
$138,200 | | |
$138,200 | |
Asset coverage on borrowings(2) | |
$5,164 | | |
$5,529 | | |
$5,236 | | |
$4,915 | | |
$5,458 | | |
$4,001 | | |
$3,736 | |
Asset coverage ratio on total leverage (borrowings and preferred)(3) | |
361 | % | |
387 | % | |
367 | % | |
344 | % | |
382 | % | |
345 | % | |
322 | % |
(1) |
|
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. |
(2) |
|
Represents value of net assets applicable to common
stock plus the borrowings and preferred stock outstanding at period end divided by the borrowings outstanding at period end, calculated
per $1,000 principal amount of borrowing. |
(3) |
|
Represents value of net assets applicable to
common stock plus the borrowings and preferred stock outstanding at period end divided by the borrowings and preferred stock outstanding at period
end. |
The accompanying notes are an integral part of these
financial statements.
14
DNP SELECT INCOME FUND INC.
NOTES TO
FINANCIAL STATEMENTS
April 30, 2018
(Unaudited)
Note 1. Organization:
DNP Select Income Fund Inc. (the
Fund) was incorporated under the laws of the State of Maryland on November 26, 1986. The Fund commenced operations on January 21, 1987, as
a closed-end diversified management investment company registered under the Investment Company Act of 1940 (the 1940 Act). The primary
investment objectives of the Fund are current income and long-term growth of income. Capital appreciation is a secondary objective. In 2013, the Fund
changed its fiscal year end to October 31 from December 31.
Note 2. Significant Accounting Policies:
The following are the significant accounting policies of the
Fund:
A. Investment
Valuation: Equity securities traded on a national or foreign securities exchange or traded over-the counter and quoted on the NASDAQ Stock Market
are valued at the last reported sale price or, if there was no sale on the valuation date, then the security is valued at the mean of the bid and ask
prices, in each case using valuation data provided by an independent pricing service, and are generally classified as Level 1. Equity securities traded
on more than one securities exchange shall be valued at the last sale price on the business day as of which such value is being determined at the close
of the exchange representing the principal market for such securities and are classified as Level 1. If there was no sale on the valuation date, then
the security is valued at the mean of the closing bid and ask prices of the exchange representing the principal market for such securities. Debt
securities are valued at the mean of the bid and ask prices provided by an independent pricing service when such prices are believed to reflect the
fair value of such securities and are generally classified as Level 2. Any securities for which it is determined that market prices are unavailable or
inappropriate are valued at a fair value using a procedure determined in good faith by the Board of Directors and are classified as Level 2 or 3 based
on the valuation inputs.
B. Investment
Transactions and Investment Income: Security transactions are recorded on the trade date. Realized gains or losses from sales of securities are
determined on the identified cost basis. Dividend income is recognized on the ex-dividend date. Interest income and expense are recognized on the
accrual basis. Discounts and premiums on securities are amortized or accreted over the lives of the respective securities for financial reporting
purposes. Discounts and premiums are not amortized or accreted for tax purposes.
The Fund invests in master limited
partnerships (MLPs) which make distributions that are primarily attributable to return of capital. Dividend income is recorded using
managements estimate of the percentage of income included in the distributions received from the MLP investments based on their historical
dividend results. Distributions received in excess of this estimated amount are recorded as a reduction of cost of investments (i.e., a return of
capital). The actual amounts of income and return of capital are only determined by each MLP after its fiscal year-end and may differ from the
estimated amounts. For the year ended October 31, 2017, 100% of the MLP distributions were treated as a return of capital.
C. Federal Income
Taxes: It is the Funds intention to comply with requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income and capital gains to its shareholders. Therefore, no provision for Federal income
or excise taxes is required.
15
DNP SELECT INCOME FUND INC.
NOTES TO
FINANCIAL STATEMENTS(Continued)
April 30, 2018
(Unaudited)
Management of the Fund has
concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Since tax authorities can
examine previously filed tax returns, the Funds tax returns filed for the tax years 2014 to 2017 are subject to review.
D. Foreign Currency
Translation: Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at
the date of valuation at the mean of the quoted bid and asked prices of such currencies. Purchases and sales of investment securities and income and
expense items denominated in foreign currencies are translated into U.S. dollar amounts at the rate of exchange prevailing on the respective dates of
such transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments
from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized
gain or loss on investments.
E. Use of
Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those
estimates.
Note 3. Agreements and Management
Arrangements:
A. Adviser and
Administrator: The Fund has an Advisory Agreement with Duff & Phelps Investment Management Co. (the Adviser) an indirect, wholly
owned subsidiary of Virtus Investment Partners, Inc. (Virtus), to provide professional investment management services for the Fund and has
an Administration Agreement with J. J. B. Hilliard, W. L. Lyons, LLC (the Administrator) to provide administrative and management services
for the Fund. The Adviser receives a quarterly fee at an annual rate of 0.60% of the Average Weekly Managed Assets of the Fund up to $1.5 billion and
0.50% of Average Weekly Managed Assets in excess thereof. The Administrator receives a quarterly fee at annual rates of 0.20% of Average Weekly Managed
Assets up to $1 billion, and 0.10% of Average Weekly Managed Assets over $1 billion. For purposes of the foregoing calculations, Average Weekly
Managed Assets is defined as the average weekly value of the total assets of the Fund minus the sum of all accrued liabilities of the Fund (other
than the aggregate amount of any outstanding borrowings or other indebtedness constituting financial leverage).
B. Directors:
The Fund pays each director not affiliated with the Adviser an annual fee. Total fees paid to directors for the six months ended April 30, 2018 were
$162,441.
C. Affiliated
Shareholder: At April 30, 2018, Virtus Partners, Inc. (a wholly owned subsidiary of Virtus) held 229,206 shares of the Fund, which represent 0.08%
of the shares of common stock outstanding. These shares may be sold at any time.
Note 4. Investment Transactions:
Purchases and sales of investment
securities (excluding short-term investments) for the six months ended April 30, 2018 were $282,845,701 and $333,178,899,
respectively.
16
DNP SELECT INCOME FUND INC.
NOTES TO
FINANCIAL STATEMENTS(Continued)
April 30, 2018
(Unaudited)
Note 5. Distributions and Tax Information:
At October 31, 2017, the federal
tax cost and aggregate gross unrealized appreciation (depreciation) were as follows:
Federal Tax Cost | |
Unrealized Appreciation | |
Unrealized Depreciation | |
Net Unrealized Appreciation |
$2,885,790,955 | |
$1,082,150,579 | |
$(128,291,439) | |
$953,859,140 |
The difference between the book
basis and tax basis of unrealized appreciation (depreciation) and cost of investments is primarily attributable to MLP earnings and basis adjustments,
the tax deferral of wash sales losses, the accretion of market discount and amortization of premiums.
The Fund declares and pays monthly
dividends on its common shares of a stated amount per share. Subject to approval and oversight by the Funds Board of Directors, the Fund seeks to
maintain a stable distribution level (a Managed Distribution Plan) consistent with the Funds primary investment objective of current income. If
and when sufficient investment income is not available on a monthly basis, the Fund will distribute long-term capital gains and/or return capital in
order to maintain the $0.065 per common share distribution level. The amount and timing of distributions are determined in accordance with federal tax
regulations, which may differ from U.S. generally accepted accounting principles.
The tax character of distributions
paid to common shareholders during the year ended October 31, 2017 was as follows:
|
|
|
|
10/31/17
|
|
Distributions paid from:
|
|
|
|
|
|
|
Ordinary income |
|
|
|
$ |
76,777,949 |
|
Long-term capital gains |
|
|
|
|
114,785,379 |
|
Return of capital |
|
|
|
|
31,075,165 |
|
Total distributions |
|
|
|
$ |
222,638,493 |
|
The tax character of
distributions paid in 2018 will be determined at the Funds fiscal year end, October 31, 2018.
Note 6. Debt Financing:
The Fund has a Committed Facility
Agreement (the Facility) with a commercial bank (the Bank) that allows the Fund to borrow cash up to a limit of $400,000,000.
The Fund has also issued Secured Notes (the Notes). The Facility and Notes rank pari passu and are senior, with priority in all respects to
the outstanding common and preferred stock as to the payment of dividends and with respect to the distribution of assets upon dissolution, liquidation
or winding up of the affairs of the Fund. Key information regarding the Facility and Notes is detailed below.
A. Borrowings Under
the Facility: Borrowings under the Facility are collateralized by certain assets of the Fund (the Hypothecated Securities). The Fund
expressly grants the Bank the right to re-register the Hypothecated
17
DNP SELECT INCOME FUND INC.
NOTES TO
FINANCIAL STATEMENTS(Continued)
April 30, 2018
(Unaudited)
Securities in its own name or
in another name other than the Funds and to pledge, repledge, hypothecate, rehypothecate, sell, lend or otherwise transfer or use the
Hypothecated Securities. Interest is charged at 3 month LIBOR (London Inter-bank Offered Rate) plus an additional percentage rate of 0.90% on the
amount borrowed. The Bank has the ability to require repayment of the Facility upon 179 days notice or following an event of default. For the six
months ended April 30, 2018, the average daily borrowings under the Facility and the weighted daily average interest rate were $400,000,000 and 2.95%,
respectively. As of April 30, 2018, the amount of such outstanding borrowings was $400,000,000 and the applicable interest rate was
3.26%.
The Bank has the ability to borrow
the Hypothecated Securities (Rehypothecated Securities). The Fund is entitled to receive a fee from the Bank in connection with any
borrowing of Rehypothecated Securities. The fee is computed daily based on a percentage of the difference between the fair market rate as determined by
the Bank and the Fed Funds Open and is paid monthly. The Fund can designate any Hypothecated Security as ineligible for rehypothecation and can recall
any Rehypothecated Security at any time and if the Bank fails to return it (or an equivalent security) in a timely fashion, the Bank will be liable to
the Fund for the ultimate delivery of such security and certain costs associated with delayed delivery. In the event the Bank does not return the
security or an equivalent security, the Fund will have the right to, among other things, apply and set off an amount equal to 100% of the then-current
fair market value of such Rehypothecated Securities against any amounts owed to the Bank under the 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 April
30, 2018, Hypothecated Securities under the Facility had a market value of $1,840,749,640 and Rehypothecated Securities had a market value of
$374,128,684. 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.
B. Notes: In
2016, the Fund completed a private placement of $300,000,000 of Notes in two fixed-rate series. Net proceeds from the issuances were used to reduce the
amount of the Funds borrowing under its Facility. The Notes are secured by a lien on all assets of the Fund of every kind, including all
securities and all other investment property, equal and ratable with the liens securing the Facility. The Notes are not listed on any exchange or
automated quotation system.
Key terms of each series of
secured notes is as follows:
Series
|
|
|
|
Amount
|
|
Rate
|
|
Maturity
|
|
Estimated Fair
Value
|
A |
|
|
|
$ |
100,000,000 |
|
|
|
2.76 |
% |
|
|
7/22/23 |
|
|
$ |
94,320,000 |
|
B |
|
|
|
|
200,000,000 |
|
|
|
3.00 |
% |
|
|
7/22/26 |
|
|
|
183,880,000 |
|
|
|
|
|
$ |
300,000,000 |
|
|
|
|
|
|
|
|
|
|
$ |
278,200,000 |
|
The Fund incurred costs in
connection with the issuance of the Notes. These costs were recorded as a deferred charge and are being amortized over the respective life of each
series of Notes. Amortization of these offering costs of $205,638 is included under the caption Interest expense and amortization of deferred
offering costs on secured notes on the Statement of Operations and the unamortized balance is deducted from the carrying amount of the Notes
under the caption Secured notes on the Statement of Assets and Liabilities.
18
DNP SELECT INCOME FUND INC.
NOTES TO
FINANCIAL STATEMENTS(Continued)
April 30, 2018
(Unaudited)
Holders of the Notes are entitled
to receive semi-annual interest payments until maturity. The Notes accrue interest at the annual fixed rate indicated above. The Notes are subject to
optional and mandatory redemption in certain circumstances and subject to certain prepayment penalties and premiums.
The estimated fair value of the
Notes was calculated, for disclosure purposes, based on estimated market yields and credit spreads for comparable instruments or representative indices
with similar maturity, terms and structure. The Notes are categorized as Level 2 within the fair value hierarchy.
Note 7. Floating Rate Mandatory Redeemable Preferred
Shares:
In 2014, the Fund issued 3,000
Floating Rate Mandatory Redeemable Preferred Shares (MRP Shares) in four series each with a liquidation preference of $100,000 per share.
Proceeds from the issuances were used to redeem all of the remaining outstanding remarketed preferred shares and to reduce the size of the Funds
credit facility.
Key terms of each series of MRP
Shares at April 30, 2018 are as follows:
Series
|
|
|
|
Shares Outstanding
|
|
Liquidation Preference
|
|
Quarterly Rate
Reset
|
|
Rate
|
|
Weighted Daily
Average Rate
|
|
Mandatory Redemption Date
|
A |
|
|
|
|
1,320 |
|
|
$ |
132,000,000 |
|
|
3M LIBOR + 2.00% |
|
|
4.31 |
% |
|
|
3.68 |
% |
|
|
4/1/2019 |
|
B |
|
|
|
|
600 |
|
|
|
60,000,000 |
|
|
3M LIBOR + 2.05% |
|
|
4.36 |
% |
|
|
3.73 |
% |
|
|
4/1/2021 |
|
C |
|
|
|
|
750 |
|
|
|
75,000,000 |
|
|
3M LIBOR + 2.15% |
|
|
4.46 |
% |
|
|
3.83 |
% |
|
|
4/1/2024 |
|
D |
|
|
|
|
330 |
|
|
|
33,000,000 |
|
|
3M LIBOR + 1.95% |
|
|
4.26 |
% |
|
|
3.63 |
% |
|
|
4/1/2021 |
|
|
|
|
|
|
3,000 |
|
|
$ |
300,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Fund incurred costs in
connection with the issuance of the MRP Shares. These cost were recorded as a deferred charge and are being amortized over the respective life of each
series of MRP Shares. Amortization of these deferred offering costs of $337,058 is included under the caption Interest expense and amortization
of deferred offering costs on preferred shares on the Statement of Operations and the unamortized balance is deducted from the carrying amount of
the MRP Shares under the caption Floating rate mandatory redeemable preferred shares on the Statement of Assets and
Liabilities.
Holders of the MRP Shares are
entitled to receive quarterly cumulative cash dividend payments on the first business day following each quarterly dividend date which is the last day
of each of March, June, September and December.
MRP Shares are subject to optional
and mandatory redemption in certain circumstances. The redemption price per share is equal to the sum of the liquidation preference per share plus any
accumulated but unpaid dividends plus, in some cases, an early redemption premium (which varies based on the date of redemption). The MRP Shares are
not listed on any exchange or automated quotation system. The fair value of the MRP Shares is estimated to be their liquidation preference. The MRP
Shares are categorized as Level 2 within the fair value hierarchy. The Fund is subject to certain restrictions relating to the MRP Shares such as
maintaining certain asset coverage, effective leverage ratio and overcollateralization ratio requirements. Failure to comply with these restrictions
could preclude
19
DNP SELECT INCOME FUND INC.
NOTES TO
FINANCIAL STATEMENTS(Continued)
April 30, 2018
(Unaudited)
the Fund from declaring any
distributions to common shareholders and could trigger the mandatory redemption of the MRP Shares at liquidation value.
In general, the holders of the MRP
Shares and of the Common Stock have equal voting rights of one vote per share. The holders of the MRP Shares are entitled to elect two members of the
Board of Directors, and separate class votes are required on certain matters that affect the respective interests of the MRP Shares and the Common
Stock.
Note 8. Indemnifications:
Under the Funds
organizational documents, its Officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the
Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to other parties. The
Funds maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not
occurred. However, the Fund has not had prior claims or losses pursuant to these arrangements and expects the risk of loss to be
remote.
Note 9. Subsequent Events:
The Fund filed a preliminary
registration statement with the Securities and Exchange Commission on March 27, 2018 for a public offering of up to $250 million of its common stock in
one or more offerings at prices and on terms to be determined. The Fund intends to invest the proceeds of any offering of securities in accordance
with its investment objectives and policies as stated in its prospectus. This registration statement was declared effective on
June 6, 2018.
20
RENEWAL OF
INVESTMENT ADVISORY AGREEMENT (Unaudited)
Under Section 15(c) of the
Investment Company Act of 1940 (the 1940 Act), the terms of the Funds investment advisory agreement must be reviewed and approved at
least annually by the Board of Directors of the Fund (the Board), including a majority of the directors who are not interested
persons of the Fund, as defined in section 2(a)(19) of the 1940 Act (the Independent Directors). Section 15(c) of the 1940 Act also
requires the Funds directors to request and evaluate, and the Funds investment adviser to furnish, such information as may reasonably be
necessary to evaluate the terms of the investment advisory agreement. To assist the Board with this responsibility, the Board has appointed a Contracts
Committee, which is composed of the Independent Directors of the Fund and acts under a written charter that was most recently amended on December 17,
2015. A copy of the charter is available on the Funds website at www.dnpselectincome.com and in print to any shareholder, upon
request.
The Contracts Committee,
assisted by the advice of independent legal counsel, conducted an annual review of the terms of the Funds contractual arrangements, including the
investment advisory agreement with Duff & Phelps Investment Management Co. (the Adviser). Set forth below is a description of the
Contracts Committees annual review of the Funds investment advisory agreement, which provided the material basis for the Boards
decision to continue the investment advisory agreement.
In the course of the Contracts
Committees review, the members of the Contracts Committee considered all of the information they deemed appropriate, including informational
materials furnished by the Adviser in response to a request made by independent counsel on behalf of the Contracts Committee. In arriving at its
recommendation that continuation of the investment advisory agreement was in the best interests of the Fund and its shareholders, the Contracts
Committee took into account all factors that it deemed relevant, without identifying any single factor or group of factors as all-important or
controlling. Among the factors considered by the Contracts Committee, and the conclusion reached with respect to each, were the
following:
Nature, extent, and quality
of services. The Contracts Committee considered the nature, extent and quality of the services provided to the Fund by the Adviser. Among other
materials, the Adviser furnished the Contracts Committee with a copy of its most recent investment adviser registration form (Form ADV). In evaluating
the quality of the Advisers services, the Contracts Committee noted the various complexities involved in the operations of the Fund, such as the
use of multiple forms of leverage (senior notes, preferred stock and borrowings under a credit facility) and the rehypothecation of portfolio
securities pledged under the credit facility, and concluded that the Adviser is consistently providing high-quality services to the Fund in an
increasingly complex environment. The Contracts Committee also considered the length of service of the individual professional employees of the Adviser
who provide services to the Fund. In the Contracts Committees view, the long-term service of capable and conscientious professionals provides a
significant benefit to the Fund and its shareholders. The Contracts Committee also considered the Funds investment performance as discussed
below. The Contracts Committee also took into account its evaluation of the quality of the Advisers code of ethics and compliance program. In
light of the foregoing, the Contracts Committee concluded that it was generally satisfied with the nature, extent and quality of the services provided
to the Fund by the Adviser.
Investment performance of
the Fund and the Adviser. The Contracts Committee reviewed the Funds investment performance over time and compared that performance to other
funds in its peer group. In making its comparisons, the Contracts Committee utilized data provided by the Adviser and a report from Broadridge
(Broadridge), an independent provider of investment company data. As reported by Broadridge, the Funds net asset value
(NAV) total return ranked in the first quintile among all leveraged closed-end equity funds categorized by Broadridge as utility funds for
the 2-, 3-, and 10-year periods ended June 30, 2017, and ranked in the second
21
quintile for the 5-year
period, and the fourth quintile for the 1-year period, each ended June 30, 2017. The Adviser provided the Contracts Committee with performance
information for the Fund for the 1-, 3-, and 5-year periods ended June 30, 2017, measured against three benchmarks: the Broadridge Utility Peer Group
Average, a composite of the Dow Jones Utility Index and the Bloomberg Barclays U.S. Utility Bond Index (the Dow Jones Composite), and a
composite of the S&P 500 Utilities Index and the Bloomberg Barclays U.S. Utility Bond Index (the S&P Composite), each calculated to
reflect the relative weights of the Funds equity and bond portfolios. The Contracts Committee noted that on an NAV total return basis, the Fund
outperformed the Broadridge Utility Peer Group Average for the 3- and 5-year periods ended June 30, 2017, while underperforming for the 1-year period
ended June 30, 2017. The Contracts Committee further noted that on a market value basis, the Fund outperformed the Broadridge Utility Peer Group
Average for the 3-year period ended June 30, 2017, while underperforming for the 1- and 5-year periods ended June 30, 2017. The Contracts Committee
also noted that the Funds NAV total return outperformed the Dow Jones Composite and the S&P Composite for the 1- and 5-year periods ended
June 30, 2017, while trailing those same composite indices over the 3-year period ended June 30, 2017. On a market value basis, the Fund outperformed
the Dow Jones Composite and the S&P Composite for the 1- and 3-year periods ended June 30, 2017, while trailing those composite indices for the
5-year period ended June 30, 2017.
The Contracts Committee also
considered that since current income is one of the Funds primary objectives, one of the best measures of the Advisers performance is the
fact that the Fund has been paying a regular 6.5 cent per share monthly distribution on its common stock since July 1997, and that the Funds
annualized distribution rate of 7.08% as of June 30, 2017 compares favorably with the 3.43% dividend yield of the S&P Utilities Index (and the
1.97% dividend yield of the S&P 500 Index, representing the broader market), while considering that the Funds distribution rate contains a
component of return of capital. The Contracts Committee noted that the Funds managed distribution plan provides for the Fund to distribute all
available investment income to shareholders and, if sufficient investment income is not available on a monthly basis, to distribute long-term capital
gains and/or return capital to its shareholders in order to maintain the 6.5 cent per share monthly distribution level. Additionally, the Contracts
Committee considered the fact that over a 10-year period ended June 30, 2017, the Funds common stock has traded at a premium to NAV over 96% of
the time (even though most closed-end funds trade at a discount to NAV) as further evidence of the Advisers successful management of the
Funds investment portfolio.
Costs of services and
profits realized. The Contracts Committee considered the reasonableness of the compensation paid to the Adviser, in both absolute and comparative
terms, and also the profits realized by the Adviser and its affiliates from its relationship with the Fund. To facilitate this analysis, the Contracts
Committee retained Broadridge to furnish a report comparing the Funds management fee (defined as the sum of the advisory fee and administration
fee) and other expenses to the similar expenses of other comparable funds selected by Broadridge (the Broadridge expense group). The
Contracts Committee reviewed, among other things, information provided by Broadridge comparing the Funds contractual management fee rate (at
common asset levels) and actual management fee rate (reflecting fee waivers, if any) as a percentage of total assets and as a percentage of assets
attributable to common stock to other funds in its Broadridge expense group. Based on the data provided on management fee rates, the Contracts
Committee noted that: (i) the Funds contractual management fee rate at a common asset level was lower than the median of its Broadridge expense
group; (ii) the actual total expense rate was above the median on a total asset basis and on the basis of assets attributable to common stock; and
(iii) the actual management fee rate was lower than the median of its Broadridge expense group on a total asset basis and on the basis of assets
attributable to common stock.
In reviewing expense ratio
comparisons between the Fund and other funds in the peer group selected by Broadridge, the Contracts Committee considered leverage-related expenses
separately from other expenses. The reasons are that leverage-related expenses on a funds income statement are affected not only by the amount
of
22
leverage used, but also by
the form and terms of such leverage, making direct comparisons between funds difficult. Also, unlike all the other expenses of the Fund (and other
funds) which are incurred in return for a service, leverage expenses are incurred in return for the receipt of additional capital that is then invested
by the Fund (and other funds using leverage) in additional portfolio securities that produce revenue directly offsetting the leverage expenses.
Accordingly, in evaluating the cost of the Funds leverage, the Contracts Committee considered the specific benefits to the Funds common
shareholders of maintaining such leverage, noting that the Funds management and the Board regularly monitor the amount, form, terms and risks of
the Funds leverage, and that such leverage has continued to be accretive, generating net income for the Funds common shareholders over and
above its cost.
The Adviser also furnished the
Contracts Committee with copies of its financial statements, and the financial statements of its parent company, Virtus Investment Partners, Inc. The
Adviser also provided information regarding the revenue and expenses related to its management of the Fund, and the methodology used by the Adviser in
allocating such revenue and expenses among its various clients. In reviewing those financial statements and other materials, the Contracts Committee
examined the profitability of the investment advisory agreement to the Adviser and determined that the profitability of that contract was reasonable in
light of the services rendered to the Fund. The Contracts Committee considered that the Adviser must be able to compensate its employees at competitive
levels in order to attract and retain high-quality personnel to provide high-quality service to the Fund. The Contracts Committee concluded that the
investment advisory fee was the product of arms length bargaining and that it was fair and reasonable to the Fund.
Economies of scale. The
Contracts Committee considered whether the Fund has appropriately benefited from any economies of scale. The Contracts Committee noted the breakpoints
whereby the advisory fee is reduced at higher asset levels and concluded that any economies of scale are being shared between Fund shareholders and the
Adviser in an appropriate manner.
Comparison with other
advisory contracts. The Contracts Committee also received comparative information from the Adviser with respect to its standard fee schedule for
investment advisory clients other than the Fund. The Contracts Committee noted that, among all accounts managed by the Adviser, the Funds
advisory fee rate is comparable to the Advisers standard fee schedule at certain asset levels. However, the Contracts Committee noted that the
services provided by the Adviser to the Fund are significantly more extensive and demanding than the services provided by the Adviser to its
non-investment company, institutional accounts. Specifically, in providing services to the Fund, the Contracts Committee considered that the Adviser
needs to: (1) comply with the 1940 Act, the Sarbanes-Oxley Act and other federal securities laws and New York Stock Exchange requirements, (2) provide
for external reporting (including quarterly and semi-annual reports to shareholders, annual audited financial statements and disclosure of proxy
voting), tax compliance and reporting (which are particularly complex for investment companies), requirements of Section 19 of the 1940 Act relating to
the source of distributions, (3) prepare for and attend meetings of the Board and its committees, (4) communicate with Board and committee members
between meetings, (5) communicate with a retail shareholder base consisting of thousands of investors, (6) manage the use of different forms of
financial leverage and respond to changes in the financial markets and regulatory environment that could affect the amount and type of the Funds
leverage and (7) respond to unanticipated issues in the financial markets or regulatory environment that can impact the Fund. Based on the fact that
the Adviser only provides the foregoing services to its investment company clients and not to its institutional account clients, the Contracts
Committee concluded that the management fees charged to the Fund are reasonable compared to those charged to other clients of the Adviser, when the
nature and scope of the services provided to the Funds are taken into account. Furthermore, the Contracts Committee noted that many of the
Advisers other clients would not be considered like accounts of the Fund because these accounts are not of similar size and do not
have the same investment objectives as, or possess other characteristics similar to, the Fund.
23
Indirect benefits. The
Contracts Committee considered possible sources of indirect benefits to the Adviser from its relationship to the Fund, including brokerage and soft
dollar arrangements. In this regard, the Contracts Committee noted that the Fund does not utilize affiliates of the Adviser for brokerage purposes,
that the Adviser does not use third-party soft dollar arrangements and that the Adviser has continued to seek opportunities to reduce brokerage costs
borne by the Fund.
Conclusion. Based upon
its evaluation of all material factors, including the foregoing, and assisted by the advice of independent legal counsel, the Contracts Committee
concluded that the continued retention of the Adviser as investment adviser to the Fund was in the best interests of the Fund and its shareholders.
Accordingly, the Contracts Committee recommended to the full Board that the investment advisory agreement with the Adviser be continued for a one-year
term ending March 1, 2019. On December 14, 2017, the Contracts Committee presented its recommendations, and the criteria on which they were based, to
the full Board, whereupon the Board, including all of the Independent Directors voting separately, accepted the Contracts Committees
recommendations and unanimously approved the continuation of the current investment advisory agreement with the Adviser for a one-year term ending
March 1, 2019.
24
INFORMATION ABOUT
PROXY VOTING BY THE FUND (Unaudited)
A description of the policies and
procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling
the Administrator toll-free at (833) 604-3163 or is available on the Funds website www.dnpselectincome.com or on the SECs website
www.sec.gov.
Information regarding how the Fund
voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available without charge, upon request, by
calling the Administrator toll-free at (833) 604-3163 or is available on the Funds website at www.dnpselectincome.com or on the SECs
website at www.sec.gov.
INFORMATION ABOUT THE
FUNDS PORTFOLIO HOLDINGS (Unaudited)
The Fund files its complete
schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended January 31 and July 31) on Form
N-Q. The Funds Form N-Q is available on the SECs website at www.sec.gov and may be reviewed and copied at the SECs Public Reference
Room in Washington D.C. Information on the operation of the SECs Public Reference Room may be obtained by calling (800) 732-0330. In addition,
the Funds Form N-Q is available without charge, upon request, by calling the Administrator toll-free at (833) 604-3163 or is available on the
Funds website at www.dnpselectincome.com.
REPORT ON ANNUAL
MEETING OF SHAREHOLDERS (Unaudited)
The Annual Meeting of Shareholders
of the Fund was held on March 13, 2018. The following is a description of each matter voted upon at the meeting and the number of votes cast on each
matter:
|
|
|
|
Shares Voted
For
|
|
Shares Withheld
|
1. Election of directors*
|
|
|
|
|
|
|
|
|
|
|
Directors elected by the holders of the Funds common stock to serve until the Annual Meeting in the year 2021 or until their successors
are duly elected and qualified:
|
|
|
|
|
|
|
|
|
|
|
Donald C. Burke |
|
|
|
|
210,497,810 |
|
|
|
4,248,281 |
|
Clifford W. Hoffman** |
|
|
|
|
208,267,262 |
|
|
|
6,478,829 |
|
Eileen A. Moran |
|
|
|
|
210,637,440 |
|
|
|
4,108,651 |
|
* |
|
Directors whose term of office continued beyond this
meeting are as follows: Robert J. Genetski, Philip R. McLoughlin, Geraldine M. McNamara, Nathan I. Partain and David J. Vitale. |
** |
|
Resigned effective April 5, 2018 |
25
Board of
Directors
DAVID
J. VITALE
Chairman
EILEEN A. MORAN
Vice Chairperson
DONALD C. BURKE
ROBERT J. GENETSKI
PHILIP R. MCLOUGHLIN
GERALDINE M. MCNAMARA
NATHAN
I. PARTAIN, CFA
Officers
NATHAN
I. PARTAIN, CFA
President and Chief Executive Officer
DANIEL
J. PETRISKO, CFA
Senior Vice President and Assistant Secretary
CONNIE
M. LUECKE, CFA
Vice President and Chief Investment Officer
WILLIAM
J. RENAHAN
Vice President and Secretary
DIANNA
P. WENGLER
Vice President and Assistant Secretary
ALAN
M. MEDER, CFA, CPA
Treasurer and Assistant Secretary
JOYCE
B. RIEGEL
Chief Compliance Officer
DNP Select
Income Fund Inc.
Common
stock listed on the New York
Stock Exchange under the symbol DNP
200
South Wacker Drive, Suite 500
Chicago, IL 60606
(312) 263-2610
Shareholder
inquiries please contact:
Transfer
Agent and
Dividend Disbursing
Agent
Computershare
P.O. Box 43078
Providence, RI 02940
(877) 381-2537
Investment
Adviser
Duff
& Phelps Investment
Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606
(312) 263-2610
Administrator
J.J.B.
Hilliard, W.L. Lyons, LLC
500 West Jefferson Street
Louisville, KY 40202
(833) 604-3163
Custodian
The
Bank of New York Mellon
Legal
Counsel
Mayer
Brown LLP
Independent
Registered Public Accounting Firm
Ernst
& Young LLP
Not applicable.
ITEM 3. |
|
AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable.
ITEM 4. |
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable.
ITEM 5. |
|
AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
Included as part of the report to stockholders filed under Item
1 of this report.
ITEM 7. |
|
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES
FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 8. |
|
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT
COMPANIES. |
Not applicable.
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 Securities Exchange Act of 1934 (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
January 29, 2018) 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. |
|
DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
(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 April 30, 2018
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: June 26, 2018 |
|
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: June 26, 2018 |
|
By (Signature and Title) |
/s/ Alan M. Meder |
|
|
|
Alan M. Meder |
|
Treasurer and Assistant
Secretary |
|
(Principal Financial and Accounting Officer) |
Date: June 26, 2018 |
|