Exhibit 99.77B
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
of DNP Select Income Fund Inc.
In planning and performing our audit of the financial statements of DNP Select Income Fund Inc. (the Fund) as of and for the year ended October 31, 2016, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and directors of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the fund’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls over safeguarding securities that we consider to be a material weakness as defined above as of October 31, 2016.
This report is intended solely for the information and use of management and the Board of Directors of DNP Select Income Fund Inc. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
Chicago, IL
December 15, 2016
Exhibit 77I
TERMS OF NEW OR AMENDED SECURITIES
On July 22, 2016, the Registrant issued $300,000,000 senior notes (“Notes”) in a private placement. The Notes rank at least pari passu with the Registrant’s other indebtedness, including borrowings under its credit facility. The Notes are secured by a lien on all assets of the Registrant of every kind, including all securities and all other investment property, equal and ratable with the liens securing the credit facility. The Registrant is prohibited from declaring dividends on its capital stock at any time when it fails to meet required Investment Company Act and rating agency asset coverages or when there is an event of default on the Notes.
Definitive terms of the Notes follow:
Series A | Series B | |
Tenor | 7 years | 10 years |
Tranche Size | $100,000,000 | $200,000,000 |
Issuance Date | July 22, 2016 | July 22, 2016 |
Maturity Date | July 22, 2023 | July 22, 2026 |
Interest Payment Frequency | Semi-Annual | Semi-Annual |
Interest Payment Dates | 22nd of Jan and Jul | 22nd of Jan and Jul |
First Interest Payment Date | Jan 22, 2017 | Jan 22, 2017 |
Benchmark Rate Used | T 1⅝ May, 2023 | T 1⅝ May, 2026 |
Benchmark Rate at Pricing | 1.41% | 1.60% |
Credit Spread | 1.35% | 1.40% |
Interest Rate | 2.76% | 3.00% |
Price | Par | Par |
Call Provision | Treasury + 0.50% | Treasury + 0.50% |
Exhibit 77Q2
Section 16(a) Beneficial Ownership Reporting Compliance
Section 30(h) of the 1940 Act imposes the filing requirements of Section 16 of the 1934 Act upon (i) the registrant’s directors and officers, (ii) the registrant’s investment adviser and certain of their affiliated persons and (iii) every person who is directly or indirectly the beneficial owner of more than 10% of any class of the registrant’s outstanding securities (other than short-term paper). Based solely on a review of the copies of Section 16(a) forms furnished to the registrant, or written representations that no Forms 5 were required, the registrant believes that during the fiscal year ended October 31, 2016 all such filing requirements were complied with, except that David Grumhaus, an officer of the registrant’s investment adviser, was late in filing (i) a Form 3 and (ii) a Form 4 with respect to one purchase of the registrant’s common stock.