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CUSIP
No. 26432K108
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13D
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Page
2 of 10 Pages
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1.
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NAME
OF REPORTING PERSON
Karpus
Investment Management
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☒
(b)
☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
9,572,758
Shares
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8.
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SHARED
VOTING POWER
0
Shares
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9.
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SOLE
DISPOSITIVE POWER
10,759,008
Shares
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10.
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SHARED
DISPOSITIVE POWER
0
Shares
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|
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,759,008
Shares
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.13%
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14.
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TYPE
OF REPORTING PERSON
IA
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CUSIP
No. 26432K108
|
13D
|
Page
3 of 10 Pages
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1.
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NAME
OF REPORTING PERSON
Karpus
Investment Management Profit Sharing Plan Fund B – Conservative Bond Fund
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2.
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|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☒
(b)
☐
|
|
3.
|
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SEC
USE ONLY
|
|
|
|
4.
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SOURCE
OF FUNDS
WC
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|
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|
5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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|
☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
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|
SOLE
VOTING POWER
0
Shares
|
|
|
8.
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SHARED
VOTING POWER
13,350
Shares
|
|
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9.
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SOLE
DISPOSITIVE POWER
0
Shares
|
|
|
10.
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SHARED
DISPOSITIVE POWER
13,350
Shares
|
|
|
|
|
|
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,350
Shares
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|
|
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12.
|
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
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14.
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TYPE
OF REPORTING PERSON
OO
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CUSIP
No. 26432K108
|
13D
|
Page
4 of 10 Pages
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1.
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NAME
OF REPORTING PERSON
Arthur
Charles Regan
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☒
(b)
☐
|
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
SOURCE
OF FUNDS
|
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
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|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
|
8.
|
|
SHARED
VOTING POWER
0
Shares
|
|
|
9.
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SOLE
DISPOSITIVE POWER
0
Shares
|
|
|
10.
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SHARED
DISPOSITIVE POWER
0
Shares
|
|
|
|
|
|
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11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
Shares
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
|
|
|
14.
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TYPE
OF REPORTING PERSON
IN
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|
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CUSIP
No. 26432K108
|
13D
|
Page
5 of 10 Pages
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1.
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NAME
OF REPORTING PERSON
Daniel
C. Robeson
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2.
|
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☒
(b)
☐
|
|
3.
|
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SEC
USE ONLY
|
|
|
|
4.
|
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SOURCE
OF FUNDS
|
|
|
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5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
|
|
|
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|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
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7.
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|
SOLE
VOTING POWER
0
Shares
|
|
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8.
|
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SHARED
VOTING POWER
0
Shares
|
|
|
9.
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SOLE
DISPOSITIVE POWER
0
Shares
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|
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10.
|
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SHARED
DISPOSITIVE POWER
0
Shares
|
|
|
|
|
|
|
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11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
Shares
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
|
|
|
14.
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TYPE
OF REPORTING PERSON
IN
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CUSIP
No. 26432K108
|
13D
|
Page
6 of 10 Pages
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The
following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned ("Amendment No. 9"). This Amendment No. 9 amends
the Schedule 13D as specifically set forth herein.
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Item
2.
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Identity
and Background.
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Item
2(a) is hereby amended and restated to read as follows:
(a)
This statement is filed by:
(i)
Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"). Karpus is a registered investment adviser under Section
203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”),
which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective
informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities
is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus
and CLIG. The shares to which this Amendment No. 9 relates are owned directly by the accounts managed by Karpus;
(ii)
Karpus Investment Management Profit Sharing Plan Fund B-Conservative Bond Fund (“Karpus Fund”). The Karpus Fund
will cease to be a Reporting Person immediately following the filing of this Amendment No. 9 to the Schedule 13D;
(iii)
Arthur Charles Regan, as a nominee to the Board of Directors of the Issuer (the "Board"); and
(iv)
Daniel C. Robeson, as a nominee to the Board.
Each
of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each
of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as filed with Schedule 13D
Amendment No. 8 on October 6, 2020 and that certain Amendment No. 9 to Joint
Filing and Solicitation Agreement, except for the Karpus Fund which will cease to be a Reporting Person immediately following
the filing of this Amendment No. 9 to the Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule
13D.
Set forth
on Schedule A annexed hereto ("Schedule A") is the name and present principal business, occupation or
employment and the name, principal business and address of any corporation or other organization in which such employment is conducted
of the executive officers and directors of Karpus. To the best of the Reporting Persons' knowledge, except as otherwise set on Schedule
A, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party
to any contract, agreement or understanding required to be disclosed herein.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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Item
3 is hereby amended and restated to read as follows:
Karpus,
an independent registered investment advisor, has accumulated 10,759,008 Shares on behalf of accounts that are managed by Karpus
(the “Accounts”) under limited powers of attorney, which represents 39.13% of the outstanding Shares. All funds that
have been utilized in making such purchases for the Accounts (which are open market purchases unless otherwise noted) are from
such Accounts.
The aggregate
purchase price of the 10,759,008 Shares beneficially owned by Karpus is approximately $96,741,863, excluding brokerage commissions.
The Shares purchased by Karpus were purchased with working capital (which may at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted.
The
aggregate purchase price of the 13,350 Shares held by the Karpus Fund is approximately $121,104, excluding brokerage commissions.
Such Shares were purchased with working capital (which may at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market purchases except as otherwise noted.
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Item
4.
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Purpose
of Transaction.
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Item 4 is hereby amended
to add the following:
On November 23, 2020, the Issuer entered into a Standstill Agreement
with Karpus (the "Agreement"), pursuant to which the Issuer announced that Subject to the approval of the shareholders
of DUC, DUC will merge into DNP, with DNP as the surviving company of the merger. The combined fund will retain DNP’s name
and ticker symbol, as well as DNP’s investment objectives, strategies and policies. Each fund’s board approved the
recommendation of Duff & Phelps Investment Management Co. to merge the two funds. Karpus agreed to certain customary standstill
provisions, effective as of the date of the Agreement until November 23, 2023 (the “Standstill Period”), prohibiting
it from, among other things, seeking, making, proposing or participating in (i) any solicitation of proxies, (ii) any tender or
exchange offer, recapitalization, dissolution or other extra-ordinary transaction, other than the Tender Offer, (iii) any short
sale or other transaction that derives value from a decline in the market price of the Issuer’s securities, (iv) the formation
of any “group” within the meaning of Section 13(d)(3) of the Exchange Act, (v) any nomination, contested solicitation
for the removal of directors, or other effort to gain Board representation, (vi) any proposals for consideration by shareholders
at an annual or special meeting of shareholders, or (vii) any public statement or proposal to change the number of directors, change
the capitalization of the Issuer or otherwise effect material change to the Issuer’s management, business, policies, or corporate
structure. The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Agreement, a copy of which is referenced in Exhibit 99.1 hereto and is incorporated herein by reference.
|
CUSIP
No. 26432K108
|
13D
|
Page
7 of 10 Pages
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Item
5.
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Interest
in Securities of the Issuer.
|
Items
5(a) – (c) are hereby amended and restated to read as follows:
The
aggregate percentage of Shares reported owned by each Reporting Person is based upon 27,494,683 Shares outstanding, which is the
total number of Shares outstanding as of April 30, 2020, as reported in the Issuer’s Certified Shareholder Report of Registered
Management Investment Companies on Form N-CSR, filed with the Securities and Exchange Commission on June 23, 2020.
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(a)
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As
of the close of business on November 23, 2020, Karpus beneficially owned the 10,759,008 Shares held in the Accounts.
|
Percentage:
Approximately 39.13%
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(b)
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1. Sole power to vote or direct vote: 9,572,758
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition:
10,759,008
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4. Shared power to dispose or direct the disposition:
0
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|
|
(c)
|
Karpus
since the filing of Amendment No. 8 to the Schedule 13D has not entered into any transactions.
|
|
|
(a)
|
As
of November 23, 2020, Karpus Fund beneficially owned 13,350 Shares.
|
Percentage:
Less than 1%
|
|
(b)
|
1. Sole power to vote or direct vote: 13,350
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition:
13,350
|
|
|
4. Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
Karpus
Fund did not have any transactions in the Shares since the filing of Amendment No.8 to the Schedule 13D.
|
|
|
(a)
|
As
of the close of business on November 23, 2020, Arthur Charles Regan didn't beneficially own any Shares of the Issuer.
|
Percentage: 0.00%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition:
0
|
|
|
4. Shared power to dispose or direct the disposition:
0
|
|
|
(c)
|
Mr.
Regan has not entered into any transactions in the Shares since the filing of Amendment No. 8 to the Schedule 13D.
|
|
|
(a)
|
As
of the close of business on November 23, 2020, Daniel C. Robeson didn't beneficially own any Shares of the Issuer.
|
Percentage:
0.00%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition:
0
|
|
|
4. Shared power to dispose or direct the disposition:
0
|
|
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(c)
|
Mr.
Robeson has not entered into any transactions in the Shares since the filing of Amendment No. 8 to the Schedule 13D.
|
The
filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly
own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it
does not directly own.
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CUSIP
No. 26432K108
|
13D
|
Page
8 of 10 Pages
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|
|
Item
6.
|
Contracts, Arrangements,
Understandings or Relationships With Respects to Securities of the Issuer.
|
Item 6 is hereby amended
to add the following:
On November 23, 2020, Karpus and the Issuer entered into the Agreement
defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
|
|
Item
7.
|
Material
to be Filed as Exhibits.
|
Item 7 is hereby amended to add the following exhibits:
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CUSIP
No. 26432K108
|
13D
|
Page
9 of 10 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
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KARPUS
MANAGEMENT, INC.
|
|
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Dated: November
30, 2020
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By:
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/s/
Daniel
L. Lippincott, CFA
|
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Name:
Daniel
L. Lippincott, CFA
Title: Senior
Tax-Sensitive Manager and Director of Investment Personnel
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KARPUS
INVESTMENT MANAGEMENT PROFIT SHARING PLAN FUND B – CONSERVATIVE BOND FUND
|
|
|
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By:
|
/s/
Kathleen F. Crane
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Name: Kathleen F. Crane
Title: Chief Financial Officer of Karpus
Investment Management
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/s/
Arthur Charles Regan
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ARTHUR
CHARLES REGAN
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/s/
Daniel C. Robeson
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DANIEL
C. ROBESON
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CUSIP
No. 26432K108
|
13D
|
Page
10 of 10 Pages
|
SCHEDULE
A
Executive
Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
|
Name
|
Position & Present Principal Occupation
|
Business Address
|
Shares Owned
|
|
|
|
|
|
|
Kathleen Finnerty Crane
|
Chief Financial Officer
|
183 Sully’s Trail, Pittsford, New York 14534
|
150 Shares
|
|
Dana R. Consler
|
Executive Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
|
Thomas M. Duffy
|
Senior Vice President and
Director of Operations
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
|
Sharon L. Thornton
|
Executive Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
|
Daniel L. Lippincott
|
Chief
Investment Officer
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
|
David D’Ambrosio
|
Senior Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
1,325 Shares
|
|
Marijoyce Ryan
|
Vice President of Fiduciary Services
|
183 Sully’s Trail, Pittsford, New York 14534
|
0 Shares
|
|
Thomas
Wayne Griffin
|
Director
|
1125
Airport Road, Coatesville, PA 19320
|
0 Shares
|
|
Carlos
Manuel Yuste
|
Director
|
1125
Airport Road, Coatesville, PA 19320
|
0 Shares
|
