As
filed with the Securities and Exchange Commission on April 30, 2021
Securities
Act Registration No. 333-252797
Investment Company Registration No. 811-22762
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
N-2
(Check appropriate box or
boxes)
☒ REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
☐
Pre-Effective Amendment No.
☒ Post-Effective Amendment No. 1
and/or
☒ REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
☒
Amendment No. 6
FLAHERTY & CRUMRINE DYNAMIC
PREFERRED AND INCOME FUND
INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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301 E. Colorado Boulevard, Suite 800
Pasadena, California 91101
(Address of Principal Executive Offices)
626-795-7300
(Registrant’s Telephone Number, including Area Code)
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R.
Eric Chadwick
Flaherty & Crumrine Incorporated
301 E. Colorado Boulevard, Suite 800
Pasadena, California 91101
(Name and Address of Agent for Service)
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With
Copies to:
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P.
Jay Spinola, Esq.
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Willkie
Farr & Gallagher LLP
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787
Seventh Avenue
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New
York, New York 10019
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Approximate
Date of Commencement of Proposed Public Offering: From time to time after the effective date of this Registration Statement.
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If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check
the following box: ☐
If
any of the securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415
under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment
plan, check the following box: ☒
If
this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following
box: ☒
If
this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
It
is proposed that this filing will become effective (check appropriate box):
☐ when
declared effective pursuant to Section 8(c) of the Securities Act.
If
appropriate, check the following box:
☐ This
post-effective amendment designates a new effective date for a previously filed registration statement.
☐ This
Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the
Securities Act registration statement number of the earlier effective registration statement for the same offering is .
☒ This
Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration
statement number of the earlier effective registration statement for the same offering is 333-252797.
Check
each box that appropriately characterizes the Registrant:
☒ Registered closed-end fund.
☐ Business
development company.
☐ Interval
fund.
☒ A.2
Qualified.
☐ Well-Known
Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐ Emerging
Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
☐ New
registrant.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-252797 and 811-22762) of Flaherty &
Crumrine Dynamic Preferred and Income Fund Incorporated (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-2 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
25. Financial Statements and Exhibits
1.
Financial Statements
Included
in Part A: Financial highlights for the fiscal years ended November 30, 2020, 2019, 2018, 2017, 2016 and 2015, 2014 and 2013.
Incorporated
into Parts A and B by reference:
The
audited financial statements included in the Fund’s annual
report for the fiscal year ended November 30, 2020, together with the report of KPMG LLP, on Form N-CSR, filed
January 29, 2021 (File No. 811-22762).
The
financial highlights included in the Fund’s annual
report for the fiscal year ended November 30, 2015 on Form N-CSR, filed on January 29, 2016 (File No. 811-22762).
2.
Exhibits
Item
26. Marketing Arrangements
The information contained under the heading “Plan of Distribution” on page 63
of the prospectus is incorporated by reference, and any information concerning any underwriters will be contained in the accompanying
prospectus supplement, if any.
Item
27. Other Expenses of Issuance and Distribution
The
following table sets forth the expenses to be incurred in connection with the offer described in this Registration Statement:
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Registration and Filing Fees
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$
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21,820
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FINRA Fees
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30,500
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New York Stock Exchange Fees
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21,429
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Costs of Printing and Engraving
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5,000
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Accounting Fees and Expenses
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37,500
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Legal Fees and Expenses
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150,357
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Total
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$
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266,606
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Item
28. Persons Controlled by or under Common Control with Registrant
None.
Item
29. Number of Holders of Securities
Set
forth below is the number of record holders as of March 31, 2021, of each class of securities of the
Registrant:
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Title
of Class
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Number
of Record Holders
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Shares
of Common Stock, par value $0.01 per share
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7
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Item
30. Indemnification
It
is the Registrant’s obligation to indemnify its directors and officers to the maximum extent permitted by Maryland law as
set forth in Article VIII of Registrant’s Articles of Amendment and Restatement and Article V of the Registrant’s
Bylaws. The liability of the Registrant’s directors and officers is limited as provided in Article VIII of Registrant’s
Articles of Amendment and Restatement. The liability of Flaherty & Crumrine Incorporated, the Registrant’s investment
adviser (the “Adviser”), for any loss suffered by the Registrant or its shareholders is set forth in Section 5 of
the Investment Advisory Agreement.
Item
31. Business and other Connections of Investment Adviser
This information, with respect to the
Adviser, is set forth under the caption “Management of the Fund” in the Prospectus and in the Statement of Additional
Information, constituting Parts A and B, respectively, of this Registration Statement.
The
Adviser, a corporation organized under the laws of the State of California, acts as investment adviser to the Fund. The Fund is
fulfilling the requirement of this Item 31 to provide a list of the officers and directors of the Adviser, together with
information as to any other business, profession, vocation or employment of a substantial nature engaged in by the Adviser or
those officers and directors during the past two years, by incorporating by reference the information contained in the Form ADV
of the Adviser filed with the SEC pursuant to the 1940 Act (SEC File No. 801-19384).
Item
32. Location of Accounts and Records
The
majority of the accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules thereunder
will be maintained as follows: journals, ledgers, securities records and other original records will be maintained principally
at the offices of the Fund’s Administrator and Custodian. All other records so required to be maintained will be maintained
at the offices of Flaherty & Crumrine Incorporated, 301 E. Colorado Boulevard, Suite 800, Pasadena, California 91101.
Item
33. Management Services
Not applicable.
Item
34. Undertakings
(1) Not applicable.
(2)
Not applicable.
(3) Registrant
undertakes:
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(a)
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to
file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
(1) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(2) to
reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
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(3) to
include any material information with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such information in the Registration
Statement.
(4) if
(i) it determines to conduct one or more offerings of the Fund’s common shares (including rights to purchase
its common shares) at a price below its net asset value per common share at the date the offering is
commenced, and (ii) such offering or offerings will result in greater than a 15% dilution to the Fund’s net
asset value per common share.
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(b)
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that for the purpose
of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
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(c)
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to remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering;
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(d)
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that, for the purpose
of determining liability under the Securities Act to any purchaser:
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(1) if
the Registrant is relying on Rule 430B:
(A) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
or
(2) if
the Registrant is relying on Rule 430C: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration
statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
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(e)
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that for the purpose
of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:
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The
undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to the purchaser:
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(1)
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any preliminary
prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424
under the Securities Act;
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(2)
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free writing prospectus
relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned
Registrant;
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(3)
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the portion of any
other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing
material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant;
and
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(4)
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any other communication
that is an offer in the offering made by the undersigned Registrant to the purchaser
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(4) Registrant
undertakes:
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(a)
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that, for the purpose
of determining any liability under the Securities Act the information omitted from the form of prospectus filed as part of
the Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under
Rule 424(b)(1) under the Securities Act will be deemed to be a part of the Registration Statement as of the time it was declared
effective.
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(b)
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that, for the purpose
of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus will
be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of the securities
at that time will be deemed to be the initial bona fide offering thereof.
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(5) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(6) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such 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 Act and
will be governed by the final adjudication of such issue.
(7)
Registrant undertakes to send by first-class mail or other means designed to ensure equally prompt delivery, within two business
days of receipt of a written or oral request, any prospectus or Statement of Additional Information.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, Registrant
has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Pasadena, State of California, on the 30th day of April, 2021.
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FLAHERTY
& CRUMRINE DYNAMIC
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PREFERRED
AND INCOME FUND
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INCORPORATED
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By:
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/s/
R. Eric Chadwick
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Name: R. Eric Chadwick
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Title: Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following
persons in the capacities and on April 30, 2021.
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Signatures
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Title
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/s/
R. Eric Chadwick
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Director
and Chief Executive Officer
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R. Eric Chadwick
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(Principal
Executive Officer)
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Chief
Financial Officer, Vice President and
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/s/
Bradford S. Stone
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Treasurer
(Principal Financial and
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Bradford S. Stone
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Accounting
Officer)
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*David
Gale
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Director
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David Gale
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*Morgan
Gust
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Director
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Morgan Gust
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*Karen
Hogan
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Director
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Karen H. Hogan
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*By:
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/s/
Chad Conwell
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Chad Conwell, as
Agent
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