As filed with the Securities and Exchange Commission on March 8, 2021

Securities Act Registration No. 333-251313

Investment Company Registration No. 811-04915

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-14

 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.     

Post-Effective Amendment No. 1

 

 

DNP Select Income Fund Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

200 South Wacker Drive, Suite 500

Chicago, Illinois 60606

(Address of Principal Executive Offices)

(312) 263-2610

(Registrant’s Telephone Number, Including Area Code)

 

 

Lawrence R. Hamilton, Esq.

Adam D. Kanter, Esq.

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

(Name and Address of Agent for Service)

 

 

Copies to:

 

Nathan I. Partain

DNP Select Income Fund Inc.

200 South Wacker Drive, Suite 500

Chicago, Illinois 60606

 

William J. Renahan, Esq.

DNP Select Income Fund Inc.

200 South Wacker Drive, Suite 500

Chicago, Illinois 60606

 

 

It is proposed that this filling will become effective immediately pursuant to Rule 462(d)

 

 

 


EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 (File Nos. 333–251313 and 811-04915) of DNP Select Income Fund Inc., as amended (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-14 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.


PART C: OTHER INFORMATION

Item 15.    Indemnification

Maryland law permits a corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. The Registrant’s charter contains a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.

Maryland law requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he is made a party by reason of his service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding unless it is established that:

 

   

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.

A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the prescribed standard of conduct is not met. However, indemnification for an adverse judgment in a suit by or in the right of the corporation, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.

The Registrant’s charter obligates it, to the maximum extent permitted by Maryland law but subject to the exclusion required by Section 17(h) of the 1940 Act, to indemnify (a) any present or former director or officer or (b) any director or officer who, at the Registrant’s request, serves another enterprise as a director or officer. The Bylaws of the Registrant obligate it to provide advance of expenses to the fullest extent permitted by Maryland law, except as limited by the 1940 Act. Additionally, the Registrant’s Bylaws permit it to indemnify any other employees or agents of the Registrant to the extent authorized by the Registrant’s Board of Directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person in connection with the securities being registered), the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The Registrant, its directors and officers, the Registrant’s investment adviser and persons affiliated with them are insured under policies of insurance maintained by the Registrant and the investment adviser, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings and certain liabilities that might be imposed as a result of such actions, suits or


proceedings, to which they are parties by reason of being or having been such directors or officers. The policies expressly exclude coverage for any director or officer whose personal dishonesty, fraudulent breach of trust, lack of good faith, or intention to deceive or defraud has been finally adjudicated or may be established or who willfully fails to act prudently.

Item 16.    Exhibits

 

1.    Articles of Restatement filed September 20, 2019 (Incorporated by reference from post-effective amendment no. 67 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 33-223945)
2.    Bylaws (Incorporated by reference from post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
3.    None
4.    Agreement and Plan of Merger. Exhibit A to the Joint Proxy Statement/Prospectus contained in Part A of this Registration Statement.
5.1    Specimen common stock certificate (Incorporated by reference from Registrant’s registration statement on Form N-2, no. 33-10421)
5.2    Form of certificate of Mandatory Redeemable Preferred Shares, Series B (the forms of certificate for Series C, D and E are substantially identical other than with respect to the series designation) (Incorporated by reference from post-effective amendment no. 67 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 33-223945)
5.3    Form of 2.76% Series A Senior Secured Notes Due July  22, 2023 (Incorporated by reference to Exhibit d.9 to post-effective amendment no. 62 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
5.4    Form of 3.00% Series B Senior Secured Notes Due July  22, 2026 (Incorporated by reference to Exhibit d.10 to post-effective amendment no. 62 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
6.1    Investment Advisory Agreement (Incorporated by reference from post-effective amendment no. 59 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no.
811-04915)
7.1    Equity Distribution Agreement (Incorporated by reference to Exhibit h.2 to post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
8.    Not applicable
9.1    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. 811-04915)
9.2    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.
811-04915)
10.    None
11.    Opinion and consent of counsel*
12.    Tax opinion and consent of Mayer Brown LLP*
13.1    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.
811-04915)


13.2    Service Agreement (Incorporated by reference to Exhibit g.2 to post-effective amendment no. 39 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no.
811-04915)
13.3    Third Amended and Restated Administration Agreement (Incorporated by reference from post-effective amendment no. 67 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 33-223945)
13.4    Committed Facility Agreement, dated as of March  6, 2009 (the “Committed Facility Agreement”), between the Fund and BNP Paribas Prime Brokerage, Inc. (“BNP PB”) (Incorporated by reference to Exhibit (b)(1) to Registrant’s tender offer statement on Schedule TO filed on May 3, 2012)
13.5    U.S. PB Agreement, dated March  6, 2009, between the Fund and BNP PB (the “U.S. PB Agreement”) (Incorporated by reference to Exhibit k.10 to post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
13.6    Second Amendment Agreement, dated as of January  27, 2012, to the Committed Facility Agreement (Incorporated by reference to Exhibit k.11 to post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
13.7    Third Amendment Agreement, dated as of August  26, 2013, to the Committed Facility Agreement (Incorporated by reference to Exhibit k.12 to post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
13.8    Fourth Amendment Agreement, dated as of February  4, 2014, to the Committed Facility Agreement (Incorporated by reference to Exhibit k.13 to post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
13.9    Fifth Amendment Agreement, dated as of March  24, 2014, to the Committed Facility Agreement (Incorporated by reference to Exhibit k.14 to post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
13.10    Sixth Amendment Agreement, dated as of July  1, 2014, to the Committed Facility Agreement (Incorporated by reference to Exhibit k.15 to post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
13.11    Seventh Amendment Agreement, dated as of December  19, 2014, to the Committed Facility Agreement (Incorporated by reference to Exhibit k.16 to post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
13.12    Eight Amendment Agreement, dated as of January  25, 2016, to the Committed Facility Agreement (Incorporated by reference to Exhibit k.17 to post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
13.13    Amendment Agreement, dated as of July  22, 2016, to the Committed Facility Agreement and the U.S. PB Agreement (Incorporated by reference to Exhibit k.18 to post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no.
811-04915)
13.14    Amended and Restated Rehypothecation Side Letter, dated July  22, 2016, between the Fund and BNP Paribas Prime Brokerage International, Limited as successor to BNP Prime Brokerage, Inc. (the “RSL”) (Incorporated by reference to Exhibit k.19 to post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
13.15    Tenth Amendment Agreement, dated as of March  15, 2018, to the Committed Facility Agreement and the RSL (Incorporated by reference to Exhibit k.20 to post-effective amendment no. 65 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no.  811-04915)
13.16    Eleventh Amendment Agreement, dated as of June 24, 2018, to the Committed Facility Agreement (Incorporated by reference from post-effective amendment no. 67 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 33-223945)
13.17    Twelfth Amendment Agreement, dated as of March 8, 2021, to the Committed Facility Agreement*


14.    Consent of Independent Registered Public Accounting Firm (Incorporated by reference from pre-effective amendment no. 1 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-14, no. 811-04915)
15.    Not applicable
16.    Powers of Attorney (Incorporated by reference from Registrant’s registration statement under the Investment Company Act of 1940 on Form N-14, no. 811-04915)
17.    Form of Proxy Card for Duff & Phelps Utility and Corporate Bond Trust Inc. (Incorporated by reference from pre-effective amendment no. 1 to Registrant’s registration statement under the Investment Company Act of 1940 on Form N-14, no. 811-04915)
*    Filed herewith

Item 17.    Undertakings

(1) Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the “Securities Act”), the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.


SIGNATURE

As required by the Securities Act of 1933, as amended (the “Securities Act”), this post-effective amendment to the registration statement has been signed on behalf of the Registrant in the City of Chicago, and State of Illinois, on the 8th day of March, 2021.

 

DNP SELECT INCOME FUND INC.

By:

 

/s/ Nathan I. Partain

Name:   Nathan I. Partain
Title:   President and Chief Executive Officer

As required by the Securities Act, this post-effective amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

 

Signature

  

Title

 

Date

*

David J. Vitale

   Chairman and Director   March 8, 2021

*

Donald C. Burke

   Director   March 8, 2021

*

Robert J. Genetski

   Director   March 8, 2021

*

Philip R. McLoughlin

   Director   March 8, 2021

*

Geraldine M. McNamara

   Director   March 8, 2021

*

Eileen A. Moran

   Vice Chairperson and Director   March 8, 2021

/s/ Nathan I. Partain

Nathan I. Partain

   President and Chief Executive Officer (Principal Executive Officer), Director   March 8, 2021

/s/ Alan M. Meder

Alan M. Meder

   Treasurer, Principal Financial and Accounting Officer, and Assistant Secretary (Principal Financial Officer)   March 8, 2021

*This filing has been signed by each of the persons so indicated by the undersigned Attorney-in-Fact pursuant to powers of attorney filed herewith or heretofore.

 

*By:  

/s/ Alan M. Meder

  Alan M. Meder
  Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit No.

  

Description

11    Opinion and consent of counsel
12    Tax opinion and consent of Mayer Brown LLP
13.17    Twelfth Amendment Agreement, dated as of March 8, 2021, to the Committed Facility Agreement

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mwe.com

 

Tracy Bacigalupo

Attorney at Law

tbacigalupo@mwe.com

+1 212 547 5656

March 8, 2021

DNP SELECT INCOME FUND INC.

200 South Wacker Drive, Suite 500

Chicago, Illinois 60606

 

  Re:

Registration Statement on Form N-2 (Reg. Nos. 333-251313 and 811-04915)

Ladies and Gentlemen:

We have served as Maryland counsel to DNP Select Income Fund Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management investment company (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “1933 Act”), pursuant to the Registration Statement on Form N-14 (Registration Nos. 333-251313 and 811-04915) (the “Registration Statement”) as filed with the Securities and Exchange Commission (the “Commission”), including the proxy statement-prospectus included therein (the “Prospectus”), of the shares (the “Shares”) of Common Stock, $.001 par value per share, of the Company (“Common Stock”) to be issued pursuant to the terms of the Agreement and Plan of Merger, in the form attached as an Exhibit to the Prospectus (the “Merger Agreement”), by and between the Company and Duff & Phelps Utility and Corporate Bond Trust Inc., a Maryland corporation (“DUC”). This opinion is being provided at your request in connection with the filing of the Registration Statement.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1. The Registration Statement and the Prospectus, substantially in the forms transmitted to the Commission under the 1933 Act and the 1940 Act;

2. The charter of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

 

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    340 Madison Avenue  New York NY 10173-1922  Tel +1 212 547 5400  Fax +1 212 547 5444

    US practice conducted through McDermott Will & Emery LLP.


DNP SELECT INCOME FUND INC.

March 8, 2021

Page 2

 

3. The Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an officer of the Company;

4. Resolutions of the Board of Directors of the Company (the “Board of Directors”), adopted at a meeting on November 23, 2020, relating to the authorization and approval of the execution, delivery and performance by the Company of the Merger Agreement, the issuance of the Shares pursuant thereto and the filing of the Registration Statement (the “Board Resolutions”), certified as of the date hereof by an officer of the Company;

5. The Merger Agreement, in the form attached to the Prospectus as an Exhibit;

6. A certificate of the SDAT as to the good standing of the Company, dated as of the date hereof; and

7. A certificate executed by an officer of the Company, dated as of the date hereof.

As used herein, the phrase “known to us” is limited to the actual knowledge, without independent investigation, of the lawyers in this firm who have provided legal services to the Company in connection with the Registration Statement.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding.

4. All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification or amendment to the Documents, or waiver of any provision of the Documents, by action or omission of the parties or otherwise.

 

LOGO


DNP SELECT INCOME FUND INC.

March 8, 2021

Page 3

 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that, upon issuance and delivery of the Shares as contemplated by the Merger Agreement and the Board Resolutions, the Shares will be duly authorized, validly issued, fully paid and non-assessable.

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the securities (or “blue sky”) laws of the State of Maryland. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

 

Very truly yours,
/s/ McDermott Will & Emery LLP
MCDERMOTT WILL & EMERY LLP

 

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March 8, 2021   

Mayer Brown LLP

71 South Wacker Drive
Chicago, Illinois 60606-4637

 

Main Tel (312) 782-0600
Main Fax (312) 701-7711

www.mayerbrown.com

Duff & Phelps Utility and Corporate Bond Trust Inc.

200 South Wacker Drive, Suite 500

Chicago, Illinois 60606

 

  Re:

Certain U.S. Federal Income Tax Consequences

Ladies and Gentlemen:

We have acted as special counsel to DNP Select Income Fund Inc., a Maryland corporation (the “Acquiring Fund”), and Duff & Phelps Utility and Corporate Bond Trust Inc., a Maryland corporation (the “Target Fund”), in connection with the Agreement and Plan of Merger, dated as of November 23, 2019, by and between the Acquiring Fund and the Target Fund (the “Agreement”) which, among other things, provides for the merger of the Target Fund with and into the Acquiring Fund, with the Acquiring Fund being the surviving entity and holders of shares of common stock of the Target Fund (the “Target Fund Shares”) receiving, in cancellation of their Target Fund Shares, solely shares of common stock of the Acquiring Fund (collectively, the “Reorganization”). You have requested our opinion regarding whether the Reorganization will be treated for U.S. federal income tax purposes as a reorganization qualifying under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Agreement.

In preparing the opinion set forth below, we have examined and reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Agreement, the Registration Statement on Form N-14 (File No. 333-251313) of the Acquiring Fund filed on December 11, 2020, including the Joint Proxy Statement/Prospectus, and any supplement or amendment thereto or to documents included or incorporated by reference therein (collectively, as so amended or supplemented, the “N-14 Registration Statement”) prepared with respect to the Reorganization, the representation letters of officers of the Target Fund and the Acquiring Fund (each a “Representation Party” and together, the “Representation Parties”) delivered to us for purposes of this opinion (the “Representation Letters”), and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for our opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or electronic copies, and the authenticity of the originals of such latter documents. We have assumed that such documents, certificates and records are duly authorized, valid and enforceable. In rendering our opinion, we have relied upon statements and representations of officers and other representatives of the


Representation Parties, and we have assumed that such statements and representations, including those set forth in the Representation Letters, are and will continue to be true and correct without regard to any qualification as to knowledge, belief, intent, or otherwise. We have also assumed that (i) the Reorganization will be consummated in the manner described in the Agreement and the N-14 Registration Statement and that none of the terms or conditions contained therein will be waived or modified and (ii) the Agreement, the N-14 Registration Statement and the Representation Letters accurately reflect the facts relating to each of the Representation Parties and the Reorganization. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy of the facts, information, covenants, representations and warranties set forth in the documents referred to above, including those set forth in the Representation Letters.

Our opinion is based on the Code, Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service, and such other authorities as we have considered relevant, all as in effect on the date of this opinion and all of which are subject to change or different interpretations (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. An opinion of counsel is not binding on the Internal Revenue Service or any court. There can be no assurance that our opinion will be accepted by the Internal Revenue Service or, if challenged, by a court.

Based upon and subject to the foregoing, we are of the opinion that, for U.S. federal income tax purposes, the Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code.

Except as set forth above, we express no other opinion. This opinion has been prepared for you solely in connection with the Reorganization and may not be relied upon by any other person without our prior written consent. We consent to the filing of this opinion as an exhibit to the N-14 Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.

 

Very truly yours,
/s/ Mayer Brown LLP
MAYER BROWN LLP

TWELFTH AMENDMENT AGREEMENT

TO

COMMITTED FACILITY AGREEMENT

AMENDMENT AGREEMENT (“Amendment”) dated as of March 8, 2021 to the Committed Facility Agreement dated March 6, 2009 (as amended, restated or supplemented from time to time, the “Agreement”) entered into by and between DNP Select Income Fund Inc. (“Customer”), on the one hand, and BNP Paribas Prime Brokerage International Limited (via assignment from BNP Paribas Prime Brokerage, Ltd., “BNPP PB”), on the other.

WHEREAS, the parties hereto desire to amend the Agreement as provided herein.

NOW THEREFORE, in consideration of the mutual agreements provided herein, the parties agree to amend the Agreement as follows:

 

1.

Amendment to Section 1 of the Facility Agreement (‘Definitions’)

The definition of “Maximum Commitment Financing” in Section 1 of the Facility Agreement is hereby replaced in its entirety by the following:

Maximum Commitment Financing” means $505,000,000 USD. Customer shall have the right to reduce the Maximum Commitment Financing upon one (1) Business Day’s prior written notice to BNPP PB, provided that the aggregate reduction for any calendar month shall not exceed 20% of the Maximum Commitment Financing. In addition, Customer may, subject to BNPP PB’s approval, increase the Maximum Commitment Financing upon one (1) Business Day’s prior written notice to BNPP PB, provided that the Maximum Commitment Financing shall not exceed $505,000,000 USD (the “Financing Cap”).

 

2.

Representations

Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

 

3.

Miscellaneous

 

  a.

Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement.

 

  b.

Entire Agreement. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications and prior writings (except as otherwise provided herein) with respect thereto.

 

  c.

Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile or other electronic transmission), each of which will be deemed an original.

 

  d.

Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.

 

  e.

Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine).

(Signature Page Follows)


IN WITNESS WHEREOF the parties have executed this Amendment with effect from the first date specified on the first page of this Amendment.

 

BNP PARIBAS PRIME BROKERAGE INTERNATIONAL, LIMITED
  /s/ Mohamed Adil El Batji
Name:   Mohamed Adil El Batji
Title:   Managing Director
  /s/ Robert Luzzo
Name:   Robert Luzzo
Title:   Managing Director
DNP SELECT INCOME FUND INC.
  /s/ Daniel J. Petrisko
Name:   Daniel J. Petrisko
Title:   Senior Vice President