REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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[X]
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Amendment No. 59
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[X]
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Nathan I. Partain
DNP Select Income Fund Inc
200 S. Wacker Drive, Suite 500
Chicago, Illinois 60606
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Lawrence R. Hamilton, Esq.
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
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Example (3)
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1 year
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3 years
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5 years
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10 years
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You would pay the following expenses on a $1,000
investment, assuming a 5% annual return:
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$25 | $76 | $130 | $277 |
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(1)
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Shareholders that reinvest dividends and/or capital gains distributions will be charged only brokerage fees in the event that shares are purchased in the open market. Investors investing cash in addition to any cash dividends reinvested will be charged brokerage commissions plus a service fee of $2.50 per transaction. See Item 10.1(e).
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(2)
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Consists of interest payments on remarketed preferred stock (0.13%) (see Item 10.1(b)) and interest payments on committed credit facility (0.43%) (see Item 10.3).
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(3)
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This Example should not be considered a representation of future expenses, and actual expenses may be greater or lesser than those shown.
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1. Under normal conditions, more than 65% of the Fund's total assets will be invested in securities of public utility companies engaged in the production, transmission or distribution of electric energy, gas or telephone services.
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2. The Fund may not invest more than 25% of its total assets (valued at the time of investment) in securities of companies engaged principally in any one industry other than the utilities industry, which includes companies engaged in the production, transmission or distribution of electric energy or gas or in telephone services, except that this restriction does not apply to securities issued or guaranteed by the United States Government or its agencies or instrumentalities.
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3. The Fund may not:
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(a) invest more than 5% of its total assets (valued at the time of the investment) in the securities of any one issuer, except that this restriction does not apply to United States Government securities; or
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(b) acquire more than 10% of the outstanding voting securities of any one issuer (at the time of acquisition);
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except that up to 25% of the Fund’s total assets (at the time of investment) may be invested without regard to the limitations set forth in this restriction.
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4. The Fund may not borrow money, except as permitted by the Investment Company Act of 1940 and the rules promulgated thereunder, as in effect from time to time, or interpretations or modifications thereof by the Securities and Exchange Commission (“SEC”), the staff of the SEC and other authority with appropriate jurisdiction.
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5. The Fund may not pledge, mortgage or hypothecate its assets, except to secure indebtedness permitted by restriction 4 above. (The deposit in escrow of securities in connection with the writing of put and call options, collateralized loans of securities and collateral arrangements with respect to margin requirements for futures transactions and with respect to segregation of securities in connection with forward contracts are not deemed to be pledges or hypothecations for this purpose.)
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6. The Fund may make loans of securities to other persons to the extent of not more than 33 1/3% of its total assets (valued at the time of the making of loans), and may invest without limitation in short-term obligations and publicly distributed obligations.
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7. The Fund may not underwrite the distribution of securities of other issuers, although it may acquire securities that, in the event of a resale, might be required to be registered under the Securities Act of 1933, as amended, because the Fund could be regarded as an underwriter as defined in that act with respect to the resale.
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8. The Fund may not purchase or sell real estate or any interest therein, except that the Fund may invest in securities secured by real estate or interests therein, such as mortgage pass-throughs, pay-throughs, collateralized mortgage obligations, and securities issued by companies (including partnerships and real estate investment trusts) that invest in real estate or interests therein.
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9. The Fund may acquire securities of other investment companies to the extent (at the acquisition) of (i) not more than 3% of the outstanding voting stock of any one investment company, (ii) not more than 5% of the assets of the Fund in any one investment company and (iii) not more than 10% of the assets of the Fund in all investment companies (exclusive in each case of securities received as a dividend or as a result of a merger, consolidation or other plan of reorganization).
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10. The Fund may not invest for the purpose of exercising control over or management of any company.
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11. The Fund may not purchase securities on margin, or make short sales of securities, except the use of short-term credit necessary for the clearance of purchases and sales of portfolio securities, but it may make margin deposits in connection with transactions in options, futures and options on futures.
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12. The Fund may not purchase or sell commodities or commodity contracts, except that it may enter into (i) stock index futures transactions, interest rate futures transactions and options on such future transactions and (ii) forward contracts on foreign currencies to the extent permitted by applicable law.
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13. The Fund may not issue any security senior to its common stock, except that the Fund may borrow money subject to investment restriction 4 and except as permitted by the Fund’s charter.
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Assumed annual return on portfolio (net of expenses)
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–10.00%
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–5.00%
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0.00%
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5.00%
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10.00%
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Corresponding annual return to common stockholder
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–17.11%
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–8.94%
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0.77%
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7.40%
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15.57%
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None.
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Quarter Ended
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Market Price
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Net Asset Value at
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Market Premium
(Discount)
to Net Asset Value at
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||||
High
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Low
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Market
High
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Market
Low
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Market
High
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Market
Low
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2010
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March 31
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$9.50
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$8.92
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$7.13
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$6.69
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33.24%
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33.33%
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2009
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December 31
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9.20
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7.99
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7.35
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6.50
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25.17%
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22.92%
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September 30
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9.08
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7.90
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6.88
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6.06
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31.98%
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30.36%
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June 30
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8.14
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6.65
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6.24
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5.76
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30.45%
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15.45%
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March 31
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8.30
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5.24
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6.39
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4.91
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29.89%
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6.72%
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2008
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December 31
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9.79
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5.35
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7.60
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6.45
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28.82%
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(17.05%)
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September 30
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11.00
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8.70
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8.75
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7.82
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25.71%
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11.25%
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June 30
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11.28
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10.39
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9.48
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9.16
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18.99%
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13.43%
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March 31
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11.13
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10.34
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9.27
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10.04
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20.06%
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2.99%
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●
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a merger or consolidation of the Fund with another corporation,
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●
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a sale of all or substantially all of the Fund’s assets (other than in the regular course of the Fund’s investment activities), or
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●
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a liquidation or dissolution of the Fund, unless such action has been approved, adopted or authorized by the affirmative vote of two-thirds of the total number of directors fixed in accordance with the bylaws, in which case the affirmative vote of the holders of a majority of the outstanding shares of preferred stock and common stock entitled to be voted on the matter, voting together as a single class, is required.
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any person who beneficially owns ten percent or more of the voting power of the corporation’s shares; or
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an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding voting stock of the corporation.
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80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
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two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
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one-tenth or more but less than one-third,
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one-third or more but less than a majority, or
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a majority or more of all voting power.
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a classified board;
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a two-thirds vote requirement for removing a director;
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a requirement that the number of directors be fixed only by vote of directors;
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a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and
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a majority requirement for the calling of a special meeting of stockholders.
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(1)
Title of Class
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(2)
Amount Authorized
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(3)
Amount Held by
the Fund or for
its Account
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(4)
Amount Outstanding
at 6/15/2010 Exclusive
of Amount Shown
Under (3)
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Common stock, $.001 par value
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300,000,000
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-0-
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237,168,414
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Preferred stock, $.001 par value
Remarketed preferred stock
Auction preferred stock
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100,000,000
5,000
20,000
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-0-
-0-
-0-
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10,000
2,000
8,000
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(1)
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Member of the executive committee of the board of directors, which has authority, with certain exceptions, to exercise the powers of the board between board meetings. The executive committee did not meet during 2009.
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(2)
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Member of the audit committee of the board of directors, which makes recommendations regarding the selection of the Fund’s independent registered public accounting firm and meets with representatives of that accounting firm to determine the scope of and review the results of each audit. The audit committee met twice during 2009.
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(3)
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Member of the contracts committee of the board of directors, which makes recommendations regarding the Fund’s contractual arrangements for investment management and administrative services, including the terms and conditions of such contracts. The contracts committee met twice during 2009.
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(4)
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Member of the nominating and governance committee of the board of directors, which selects nominees for election as directors, recommends individuals to be appointed by the board as Fund officers and members of board committees and makes recommendations regarding other Fund governance and board administration matters. The nominating and governance committee met three times during 2009. In identifying potential director nominees, the nominating and governance committee considers candidates recommended by one or more of the following sources: the Fund’s current directors, the Fund’s officers, the Fund’s shareholders and any other source the committee deems appropriate. Shareholders wishing to recommend candidates to the nominating and governance committee should submit such recommendations to the Secretary of the Fund, who will forward the recommendations to the committee for consideration. In evaluating potential director nominees, including nominees recommended by shareholders, the nominating and governance committee considers such qualifications and skills as it deems relevant but does not have any specific minimum qualifications that must be met by a nominee.
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Name, Address and Age
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Positions Held with Fund,
Term of Office
and Length of Time Served
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Principal Occupations
During Past 5 Years
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T. Brooks Beittel, CFA
Duff & Phelps Investment
Management Co.
200 South Wacker Drive
Suite 500
Chicago, IL 60606
Age: 60
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Secretary and Senior Vice President since January 1995 (Treasurer January 1995-September 2002)
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Executive Vice President and Assistant Chief Investment Officer of the Adviser since 2008 (Senior Vice President 1993-2008, Vice President 1987-1993); Secretary of DTF and DUC since May 2005
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Joseph C. Curry, Jr.
Hilliard Lyons Investment
Management
500 West Jefferson Street
Louisville, KY 40202
Age: 65
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Treasurer since September 2002; Senior Vice President since May 2006 (Vice President April 1988-May 2006)
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Senior Vice President, J.J.B. Hilliard, W.L. Lyons, LLC since 1994 (Vice President 1982-1994); President, Hilliard-Lyons Government Fund, Inc. since 1986; Vice President and Assistant Treasurer, Senbanc Fund since 1999
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Alan M. Meder, CFA, CPA
Duff & Phelps Investment
Management Co.
200 South Wacker Drive
Suite 500
Chicago, IL 60606
Age: 50
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Assistant Treasurer and Assistant Secretary since May 2010 |
Senior Vice President of
the Adviser since 1994;
Treasurer of DTF and DUC
since 2000; Principal
Financial and Accounting
Officer and Assistant
Secretary of DTF and DUC
since 2002
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Joyce B. Riegel
Duff & Phelps Investment
Management Co.
200 South Wacker Drive
Suite 500
Chicago, IL 60606
Age: 55
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Chief Compliance Officer since February 2004
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Senior Vice President and Chief Compliance Officer of the Adviser since 2004 (Vice President and Chief Compliance Officer 2002–2004), Chief Compliance Officer of DTF and DUC since 2003. Vice President and Chief Compliance Officer, Stein Roe Investment Counsel LLC 2001–2002
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Dianna P. Wengler
Hilliard Lyons Investment
Management
500 West Jefferson Street
Louisville, KY 40202
Age: 49
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Vice President since May 2006 (Assistant Vice President April 2004-May 2006); Assistant Secretary since April 1988.
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Vice President, J.J.B. Hilliard, W.L. Lyons, LLC since 1990; Treasurer, Hilliard-Lyons Government Fund, Inc. since 1988 (Vice President since 1985)
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2.
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Included in Item 18.1.
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3.
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Not applicable.
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4.
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Not applicable.
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5.
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(a)
Board Leadership Structure
. The board of directors believes that the most appropriate leadership structure for the Fund is for the Chairman of the board to be an independent director, in order to provide strong, independent oversight of the Fund’s management and affairs, including the Fund’s risk management function. Accordingly, while the Chief Executive Officer of the Fund will generally be a member of the board, he or she will not normally be eligible to serve as Chairman of the board. The independent Chairman of the board presides at meetings of the shareholders, meetings of the board and meetings of independent directors. In addition, the independent Chairman of the board takes part in the meetings and deliberations of all committees of the board, facilitates communication among directors and communication between the board and Fund management and is available for consultation with Fund management between board meetings.
Risk Oversight
. The audit committee charter provides that the audit committee is responsible for discussing with management the guidelines and policies that govern the process by which management assesses and manages the Fund’s major financial risk exposures. The contracts committee charter provides that in assessing whether the Fund’s investment advisory agreement and administration agreement should be continued, the contracts committee is to give careful consideration to the risk oversight policies of the Adviser and the Administrator, respectively. In addition, the audit committee and the full board receive periodic reports on enterprise risk management from the chief risk officer of the Adviser.
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||||||||
(b) Included in Item 18.1.
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6.
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Included in Item 18.1.
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7.
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The following table provides certain information relating to the equity securities beneficially owned, as of December 31, 2009, by each continuing director (i) in the Fund and (ii) on an aggregate basis, in any registered investment companies overseen by the director within the same family of investment companies as the Fund.
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Name of
Director
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Dollar Range of Equity
Securities in the Fund
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Aggregate Dollar Range of Equity
Securities in All Funds Overseen
or to be Overseen by Director in
Family of Investment
Companies
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Independent Directors
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Stewart E. Conner
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$50,001 - $100,000
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$50,001 - $100,000
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Robert J. Genetski
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Over $100,000
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Over $100,000
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Nancy Lampton
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Over $100,000
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Over $100,000
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Philip R. McLoughlin
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$1 - $10,000
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$10,001 - $50,000
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Geraldine M. McNamara
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$10,001 - $50,000
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$50,001 - $100,000
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Eileen A. Moran
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$1 - $10,000
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$10,001 - $50,000
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Christian H. Poindexter
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Over $100,000
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Over $100,000
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Carl F. Pollard
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Over $100,000
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Over $100,000
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David J. Vitale
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$10,001 - $50,000
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$10,001 - $50,000
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Interested Director
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Nathan I. Partain
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Over $100,000
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Over $100,000
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8.
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As of December 31, 2009, none of the foregoing directors, or their immediate family members, owned any securities of the Adviser or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser.
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9.
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Not applicable.
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10.
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Not applicable.
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11.
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Not applicable.
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12.
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Not applicable.
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13.
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The following table shows the compensation paid by the Fund during 2009 to the Fund’s continuing directors:
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COMPENSATION TABLE (1)
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Name of Director
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Aggregate
Compensation
from the
Fund
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Total Compensation
From Fund and
Fund Complex Paid
to Directors (2)
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Independent Directors
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Stewart E. Conner . . . . . . . . . . . . . . . . . . . . . . ..
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$ | 53,187 | $ | 69,126 | ||||
Robert J. Genetski. . . . . . . . . . . . . . . . . . . . . . . .
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47,174 | 63,126 | ||||||
Nancy Lampton. . . . . . . . . . . . . . . . . . . . . . . . .
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51,835 | 96,000 | ||||||
Philip R. McLoughlin. . . . . . . . . . . . . . . . . . . . .
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28,625 | 313,951 | ||||||
Geraldine M. McNamara. . . . . . . . . . . . . . . . . .
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26,285 | 217,450 | ||||||
Eileen A. Moran. . . . . . . . . . . . . . . . . . . . . . . . .
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49,681 | 88,500 | ||||||
Christian H. Poindexter. . . . . . . . . . . . . . . . . . .
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49,328 | 86,500 | ||||||
Carl F. Pollard. . . . . . . . . . . . . . . . . . . . . . . . . . .
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59,418 | 104,750 | ||||||
David J. Vitale. . . . . . . . . . . . . . . . . . . . . . . . . .
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70,837 | 116,918 | ||||||
Interested Director
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||||||||
Nathan I. Partain. . . . . . . . . . . . . . . . . . . . . . . . .
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0 | 0 |
__________________________
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(1)
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Because each director of the Fund also serves as a director of DTF and DUC, directors receive a single set of fees as remuneration for their service to all three funds, effective as of July 1, 2009: (i) each director not affiliated with the Adviser receives a retainer fee of $55,000 per year; (ii) the chairpersons of the audit committee, contracts committee and nominating and governance committee each receive an additional retainer fee of $8,000 per year; (iii) the Chairman of the board of directors receives an additional retainer fee of $50,000 per year; (iv) each director not affiliated with the Adviser who attends a board of directors meeting in person receives a fee of $3,000 for such attendance (for no more than four meetings per year); (v) each committee member who attends a committee meeting in person receives a fee of $3,000 for such attendance (for no more than two meetings per year); and (vi) each director who attends the Fund’s annual education program in person receives a fee of $2,000 for such attendance (for no more than one such program per year). Directors and officers affiliated with the Adviser receive no compensation from the Fund for their services as such. In addition to the amounts shown in the table above, all directors and officers who are not interested persons of the Fund, the Adviser or the Administrator (as defined below) are reimbursed for the expenses incurred by them in connection with their attendance at a meeting of the board of directors or a committee of the board of directors. The Fund does not have a pension or retirement plan applicable to its directors or officers.
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(2)
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Please refer to the table in Item 18.1 for the number of investment companies in the Fund Complex overseen by each director.
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14.
|
Not applicable.
|
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15.
|
Codes of Ethics
. Each of the Fund and the Adviser has adopted an Amended and Restated Code of Ethics (collectively, the “Codes”) under Rule 17j-1 of the 1940 Act. The Codes impose significant restrictions on the ability of personnel subject to the Codes to engage in personal securities transactions. Among other things, the Codes generally prohibit covered personnel from knowingly buying or selling securities (except for mutual funds, U.S. government securities and money market instruments) that are being purchased, sold or considered for purchase or sale by the Fund unless the proposed purchases are approved in advance by the Adviser’s compliance officer. The Codes also contain certain reporting requirements and compliance procedures. The Codes are exhibits to the registration statement of which this Statement of Additional Information is a part and are available at the EDGAR Database on the SEC’s Internet site at
http://www.sec.gov
. The Codes may also be reviewed and copied at the Public Reference Room of the SEC in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1 202-551-8090. Copies of the Codes may also be obtained, after paying a duplicating fee, by electronic request at the following E mail address:
publicinfo@sec.gov
, or by writing the SEC’s Public Reference Section, 100 F Street, N.E, Washington, D.C. 20549-0102. The SEC file number for documents filed by the Fund under the 1940 Act is 811-4915.
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16.
|
Proxy Voting Policies and Procedures
. The Fund has adopted proxy voting policies and procedures. The following is a summary description of those policies and procedures, the full text of which is available on the Fund’s website at
http://www.dnpselectincome.com
.
|
|||||||
Subject to the right of the board of directors to give the Adviser written instructions as to the voting or non-voting of proxies on any matter presenting an actual or perceived conflict of interest as described below, the Fund has delegated the voting of proxies with respect to securities owned by it to the Adviser. The Adviser may delegate its proxy voting responsibilities to a proxy committee established from time to time by the Adviser and may engage one or more qualified, independent organizations to vote proxies on behalf of the Fund, subject in each case to compliance with these policies and procedures.
|
||||||||
It is the intention of the Fund to exercise stock ownership rights in portfolio holdings in a manner that is reasonably anticipated to further the best economic interests of shareholders of the Fund. Accordingly, the Fund or its delegate(s) endeavors to analyze and vote all proxies that are considered likely to have financial implications, and, where appropriate, to participate in corporate governance, shareholder proposals, management communications and legal proceedings.
|
||||||||
The Adviser will generally vote in favor of management recommendations on routine matters. The Adviser will analyze and vote on non-routine matters, including the adoption of anti-takeover measures, proxy contests for control, contested elections of directors, corporate governance matters and executive compensation matters, on a case-by-case basis, taking into account factors appropriate to each such matter. The Adviser will generally vote against shareholder proposals on social issues, except where the Adviser determines that a different position would be in the clear economic interests of the Fund and its shareholders. The Adviser may abstain from voting when it concludes that the effect on shareholders’ economic interests or the value of the portfolio holding is indeterminable or insignificant.
|
||||||||
In exercising its voting discretion, the Adviser will seek to avoid any actual or perceived conflicts of interest between the interests of Fund shareholders, on the one hand, and those of the Adviser or any affiliated person of the Fund or the Adviser, on the other hand. The Adviser will notify the board of directors of the Fund promptly after becoming aware that any actual or potential conflict of interest exists, indicating how the Adviser proposes to vote on the matter and its reasons for doing so. The board of directors may decide to (i) vote pursuant to the recommendation of the delegate, (ii) abstain from voting or (iii) rely on the recommendations of an established, independent third party with qualifications to vote proxies, such as Institutional Shareholder Services. The Adviser may not waive any conflict of interest or vote any conflicted proxies without the prior written approval of the board of directors or its duly authorized representative.
|
||||||||
17.
|
Included in Item 18.1.
|
Item 19
.
Control Persons and Principal Holders of Securities
|
1.
|
The Fund does not consider that any person “controls” the Fund within the meaning of this item. For information concerning the Fund’s officers and directors, see Item 18.
|
|||||||
2.
|
To the Fund’s knowledge, as of June 15, 2010, the only persons (including any “group” as that term is used in Section 13(d)(3) of the 1934 Act) who beneficially own more than 5% of any class of the Fund’s voting securities (as determined in accordance with Rule 13d-3 under the 1934 Act) are the beneficial owners of the Fund’s preferred stock identified in the following table. The information in this table is based on information provided in Schedule 13G filings made with the Securities and Exchange Commission by each of the persons listed.
|
Item 20
.
Investment Advisory and Other Services
|
||
1.
|
The Adviser is a wholly-owned subsidiary of VPI, and VPI is a wholly-owned subsidiary of Virtus. Virtus and its subsidiaries provide investment management products and services to individuals and institutions.
|
|
See Item 18 for the names and capacities of affiliated persons of the Fund who are also affiliated persons of the Adviser.
|
||
For a discussion of the method of calculating the advisory fee under the Advisory Agreement, see Item 9.1(b). The investment advisory fees paid by the Fund totaled $13,786,636 in 2009, $16,260,880 in 2008 and $18,035,407 in 2007.
|
||
2.
|
See Item 9.1(b) for a discussion of the Service Agreement.
|
|
3.
|
No fees, expenses or costs of the Fund were paid by persons other than the Adviser or the Fund.
|
|
4.
|
See Item 9.1(d) for a discussion of the Administration Agreement. The administration fees paid by the Fund totaled $3,507,327 in 2009, $4,002,176 in 2008 and $4,357,081 in 2007.
|
|
5.
|
Not applicable.
|
|
6.
|
See Item 9.1(e) for information about the Fund’s custodian.
|
|
7.
|
The Fund’s independent public accountant is Ernst & Young LLP, 233 South Wacker Drive, 16th Floor, Chicago, Illinois 60606. Ernst & Young LLP performs the audit of the Fund’s annual financial statements and provides other audit-related and tax services to the Fund as pre-approved by the Fund’s audit committee.
|
|
8.
|
Not applicable.
|
|
Item 21
.
Portfolio Managers
|
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1.
|
Other Accounts Managed
|
|
There may be certain inherent conflicts of interest that arise in connection with the portfolio managers’ management of the Fund’s investments and the investments of any other accounts they manage. Such conflicts could include aggregation of orders for all accounts managed by a particular portfolio manager, the allocation of purchases across all such accounts, the allocation of IPOs and any soft dollar arrangements that the Adviser may have in place that could benefit the Fund and/or such other accounts. The Adviser has adopted policies and procedures designed to address any such conflicts of interest to ensure that all management time, resources and investment opportunities are allocated equitably. There have been no material compliance issues with respect to any of these policies and procedures during the Fund’s most recent fiscal year.
|
||
The following table provides information as of December 31, 2009 regarding the other accounts besides the Fund that are managed by the portfolio managers of the Fund identified in Item 9.1.c of the Fund’s prospectus. As noted in the table, portfolio managers of the Fund may also manage or be members of management teams for other mutual funds within the Phoenix fund complex or other similar accounts. As of December 31, 2009, the Fund’s portfolio managers did not manage any accounts with respect to which the advisory fee is based on the performance of the account, nor do they manage any hedge funds.
|
Registered Investment
Companies (1)
|
Other Pooled
Investment
Vehicles (2)
|
Other Accounts (3)
|
||||||||||||||||||||||
Name of
Portfolio Manager
|
Number
of
Accounts
|
Total
Assets
(in millions)
|
Number
of
Accounts
|
Total
Assets
(in millions)
|
Number
of
Accounts |
Total
Assets
(in millions) |
||||||||||||||||||
Nathan I. Partain….
|
0 | $ | - | 0 | - | 0 | - | |||||||||||||||||
T. Brooks Beittel…
|
2 | $ | 597.4 | 0 | - | 0 | - | |||||||||||||||||
Geoffrey P. Dybas
|
5 | $ | 1,049.8 | 1 | $ | 36.6 | 11 | $ | 240.7 | |||||||||||||||
Deborah A. Jansen.
|
0 | $ | - | 0 | - | 0 | - | |||||||||||||||||
Connie M. Luecke
|
1 | $ | 89.1 | 0 | - | 0 | - | |||||||||||||||||
Daniel J. Petrisko ..
|
1 | $ | 508.3 | 0 | - | 8 | $ | 1,599.6 | ||||||||||||||||
Randle L. Smith ….
|
1 | $ | 89.1 | 0 | - | 0 | - |
Item 22
.
Brokerage Allocation and Other Practices
|
1. The Adviser has discretion to select brokers and dealers to execute portfolio transactions initiated by the Adviser. The Fund paid brokerage commissions in the aggregate amount of $795,504, $615,229 and $764,965 during 2009, 2008 and 2007 respectively, not including the gross underwriting spread on securities purchased in underwritten public offerings.
|
2. The Fund did not pay any brokerage commissions during 2009, 2008 or 2007 to any broker that (1) is an affiliated person of the Fund, (2) is an affiliated person of an affiliated person of the Fund or (3) has an affiliated person that is an affiliated person of the Fund or the Adviser.
|
3. In selecting brokers or dealers to execute portfolio transactions and in evaluating the best net price and execution available, the Adviser is authorized to consider “brokerage and research services” (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) that assist the Adviser in fulfilling its investment management responsibilities. The Adviser is also authorized to cause the Fund to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction. The Adviser must determine in good faith, however, that such commission was reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the accounts as to which the Adviser exercises investment discretion. It is possible that certain of the services received by the Adviser attributable to a particular transaction will benefit one or more other accounts as to which investment discretion is exercised by the Adviser. The Adviser does not direct the Fund’s brokerage transactions to brokers for third party research services that the Adviser could purchase directly from a vendor. The Adviser does direct the Fund’s brokerage transactions to brokers for proprietary research regarding the economy, industries, sectors of securities, individual companies, statistical information, taxation, political developments, legal developments and market action. Such research services are received primarily in the form of written reports, telephone contacts and personal meetings with securities analysts.
|
4. During the last fiscal year, pursuant to agreements or understandings with brokers or otherwise through an internal allocation procedure, the Adviser directed certain of the Fund’s brokerage transactions to certain brokers because of the research services provided by those brokers as described above. The aggregate principal amount of the transactions involved was $225,904,777 and the aggregate amount of the related commissions was $452,071.
|
5. The Fund has not acquired during its most recent fiscal year securities of its regular brokers or dealers as defined in Rule 10b-1 under the 1940 Act, or their parents.
|
a.1
|
Articles of Amendment and Restatement filed May 11, 2006 (Incorporated by reference from post-effective amendment no. 52 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
|
|||
a.2
|
Articles Supplementary filed June 2, 2006 (Incorporated by reference from post-effective amendment no. 52 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
|
|||
a.3
|
Form of Articles Supplementary Creating Series T and Series TH of Auction Preferred Stock filed July 14, 2006 (Incorporated by reference from post-effective amendment no. 53 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
|
|||
a.4
|
Certificate of Correction to Articles of Amendment and Restatement filed August 4, 2006 (Incorporated by reference from post-effective amendment no. 54 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
|
|||
a.5
|
Certificate of Correction to Articles Supplementary filed August 4, 2006 (Incorporated by reference from post-effective amendment no. 54 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
|
|||
a.6 |
Articles of Amendment filed June 8, 2010
|
|||
b.
|
Bylaws (Incorporated by reference from post-effective amendment no. 52 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
|
|||
c.
|
None
|
|||
d.1
|
Specimen common stock certificate (Incorporated by reference from Registrant’s registration statement on Form N-2, no. 33-10421)
|
|||
d.2
|
Form of certificate of Remarketed Preferred Stock, Series D (Incorporated by reference from pre-effective amendment no. 1 to Registrant’s registration statement on Form N-2, no. 33-24102)
|
|||
d.3
|
Form of certificate of Remarketed Preferred Stock, Series E (Incorporated by reference from pre-effective amendment no. 1 to Registrant’s registration statement on Form N-2, no. 33-24099)
|
|||
d.4
|
Form of certificate of Auction Preferred Stock, Series F (Incorporated by reference from pre-effective amendment no. 1 to Registrant’s registration statement on Form N-2, no. 333-130598)
|
|||
d.5
|
Form of certificate of Auction Preferred Stock, Series TH (Incorporated by reference from pre-effective amendment no. 1 to Registrant’s registration statement on Form N-2, no. 333-133715)
|
|||
e.
|
Document setting forth the terms of Registrant’s dividend reinvestment plan (Incorporated by reference from post-effective amendment no. 46 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-4915)
|
|||
f.
|
None
|
|||
g.1
|
Amended and Restated Investment Advisory Agreement
|
|||
g.2
|
Service Agreement (Incorporated by reference from post-effective amendment no. 39 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-4915)
|
|||
g.3
|
Amended and Restated Administration Agreement
|
|||
h.
|
Not applicable
|
|||
i.
|
Not applicable
|
|||
j.1
|
Custody Agreement (Incorporated by reference from post-effective amendment no. 45 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-4915)
|
|||
j.2
|
Foreign Custody Manager Agreement (Incorporated by reference from post-effective amendment no. 45 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-4915)
|
|||
k.1
|
Fund Accounting Agreement (Incorporated by reference from post-effective amendment no. 45 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-4915)
|
|||
k.2
|
Form of Remarketing Agreement (Incorporated by reference from exhibit k.3 to pre-effective amendment no. 3 to Registrant’s registration statement on Form N-2, no. 33-22933)
|
|||
k.3
|
Form of Paying Agent Agreement (Incorporated by reference from exhibit k.4 to pre-effective amendment no. 3 to Registrant’s registration statement on Form N-2, no. 33-22933)
|
|||
k.4
|
Form of Amended and Restated Auction Agency Agreement (Incorporated by reference from post-effective amendment no. 53 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
|
|||
k.5
|
Form of Moody’s Preferred Stock Guidelines (Incorporated by reference from Exhibit k.11 to pre-effective amendment no. 1 to Registrant’s registration statement on Form N-2, no. 333-130598)
|
|||
k.6
|
Form of Standard & Poor’s Preferred Stock Guidelines (Incorporated by reference from Exhibit k.12 to pre-effective amendment no. 1 to Registrant’s registration statement on Form N-2, no. 333-130598)
|
|||
l.
|
Not applicable
|
|||
m.
|
Not applicable
|
|||
n.
|
Not applicable
|
|||
o.
|
Not applicable
|
|||
p.
|
Subscription Agreement for initial capital (Incorporated by reference from Registrant’s registration statement on Form N-2, no. 33-10421)
|
|||
q.
|
Not applicable
|
|||
r.1
|
Amended and R
estated Code of Ethics of Registrant (Incorporated by reference from post-effective amendment no. 58 to Registrants registration statement under the Investment Company Act of 1940 on Form N-2, no 811-04915)
|
|||
r.2
|
Amended and Restated Code of Ethic
s of Duff & Phelps Investment Management Co. (investment adviser to Registrant) (Incorporated by reference from post-effective amendment no. 58 to Registrants registration statement under the Investment Company Act of 1940 on Form N-2, no 811-04915)
|
Title of Class
|
Number of
Record Holders
May 31, 2010
|
|
Common Stock, $.001 par value
|
18,759
|
|
Preferred Stock, $.001 par value
|
1
|
●
|
the act or omission was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty,
|
●
|
the director or officer actually received an improper personal benefit in money, property or services or in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
|
DNP SELECT INCOME FUND INC.
|
|
By:
/s/ Nathan I. Partain
Nathan I. Partain
President and Chief Executive Officer
|
Exhibit No.
|
Description
|
Sequential
Page No.
|
a.6
|
Articles of Amendment filed June 8, 2010
|
|
g.1
|
Amended and Restated Investment Advisory Agreements
|
|
g.3 | Amended and Restated Administration Agreement |
WITNESS:
|
DNP SELECT INCOME FUND INC.
|
||
/s/ T. Brooks Beittel
|
By:
|
/s/ Nathan I. Partain | |
T. Brooks Beittel, Secretary
|
Nathan I. Partain, President
|
/s/ Nathan I. Partain
|
||
Nathan I. Partain, President
|
DNP SELECT INCOME FUND INC.
|
|||
By:
|
s/ Nathan I. Partain
|
||
Its
|
President and CEO
|
||
|
|||
J.J.B. HILLIARD, W.L. LYONS, LLC
|
|||
By:
|
s/ Joseph C. Curry, Jr.
|
||
Its
|
Senior Vice President
|