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DEF 14A
1
d628950ddef14a.htm
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
Notice of Joint Annual Meeting of Shareholders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the
Registrant☒ Filed by a Party other than the Registrant☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Pursuant to
Section240.14a-12
DNP Select Income Fund Inc.
Duff Phelps Utility and Infrastructure Fund Inc.
DTF
Tax-Free
Income 2028 Term Fund Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
☒
No fee required.
☐
Fee computed on table below per Exchange Act Rules
14a-6(i)(4)
and
0-11.
1)
Title of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
☐
Fee paid previously with preliminary materials.
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)
Amount Previously Paid:
2)
Form, Schedule or Registration Statement No.:
3)
Filing Party:
4)
Date Filed:
DNP SELECT INCOME FUND INC.
DUFF PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
DTF
TAX-FREE
INCOME 2028 TERM FUND INC.
10 South Wacker Drive, Suite 1900
Chicago, Illinois 60606
(800)338-8214
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
March11, 2024
The
annual meeting of shareholders of each of DNP Select Income Fund Inc. (“DNP”), Duff Phelps Utility and Infrastructure Fund Inc. (“DPG”) and DTF
Tax-Free
Income 2028 Term Fund
Inc. (“DTF” and, together with DNP and DPG, the “Funds”) will be held on March11, 2024, at 1:00 p.m., Eastern Time, conducted solely online via webcast.
Shareholders will be able to attend and participate in the annual meeting online, vote electronically and submit questions prior to and during
the meeting by visiting
https://meetnow.global/MVAY2LL
on the meeting date at the time noted above and as described in the accompanying proxy statement. To participate in the annual meeting, you will need to log on using the
control number from your proxy card or meeting notice. The control number can be found in the shaded box. There is no physical location for the annual meeting.
The annual meeting will be held to:
1.
Elect directors of each Fund in the following manner:
a.
Elect Eileen A. Moran as a director of DNP by the holders of DNP’s common stock;
b.
Elect Donald C. Burke as a director of DNP by the holders of DNP’s preferred stock;
c.
Elect Eileen A. Moran as a director of DPG by the holders of DPG’s common and preferred stock, voting
together as a single class;
d.
Elect Donald C. Burke as a director of DPG by the holders of DPG’s preferred stock;
e.
Elect Donald C. Burke and Eileen A. Moran as directors of DTF by the holders of DTF’s common stock; and
2.
Transact such other business as may properly come before the meeting, or any adjournment or postponement
thereof.
Shareholders of record at the close of business on December8, 2023 are entitled to vote at the meeting.
For the Board of Directors of each of the Funds,
D
ANIEL
J. P
ETRISKO
,
Assistant Secretary
January24, 2024
SHAREHOLDERS, WE NEED YOUR PROXY VOTE IMMEDIATELY.
YOUR VOTE IS
VITAL
. THE JOINT MEETING OF SHAREHOLDERS WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF
FEWER THAN A MAJORITY OF THE SHARES ELIGIBLE TO VOTE ARE REPRESENTED. IN THAT EVENT, ONE OR MORE OF THE FUNDS WOULD ADJOURN THE MEETING AND CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO OBTAIN A QUORUM. TO AVOID THE EXPENSE OF AND THE POSSIBLE DELAY
CREATED BY SUCH A SOLICITATION, PLEASE VOTE YOUR PROXY
IMMEDIATELY
. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on March11, 2024: The proxy
statement for the 2024 annual meeting, the form of proxy card and the annual report for the most recently ended fiscal year are available to DNP shareholders at www.dpimc.com/dnp, to DPG shareholders at www.dpimc.com/dpg and to DTF shareholders at
www.dpimc.com/dtf. There is no physical location for the annual meeting so you cannot attend in person. If you have questions regarding how to access the virtual meeting, please contact the administrator for DNP and DTF at (833)
604-3163
(toll-free) or fa@rwbaird.com or the administrator for DPG at
(866)270-7598
(toll-free) or duff@virtus.com.
JOINT PROXY STATEMENT
The board of directors (the “Board”) of each of DNP Select Income Fund Inc. (“DNP”), Duff Phelps Utility and
Infrastructure Fund Inc. (“DPG”) and DTF
Tax-Free
Income 2028 Term Fund Inc. (“DTF” and, together with DNP and DPG, the “Funds” and each a “Fund”) is soliciting proxies
from the shareholders of each Fund for use at the joint annual meeting of shareholders to be held on Monday, March11, 2024 and at any adjournment or postponement of that meeting. A proxy may be revoked at any time before it is voted, either by
voting at the meeting or by written notice to the applicable Fund or delivery of a later-dated proxy.
The meeting is scheduled as a joint
meeting of the respective shareholders of the Funds because the shareholders of each Fund are expected to consider and vote on similar matters. The Board has determined that the use of a joint proxy statement for the meeting is in the best interest
of the shareholders of each Fund. In the event that any shareholder of a Fund virtually present at the meeting objects to the holding of a joint meeting, raises a reasonable basis for the objection, and moves for an adjournment of such Fund’s
meeting to a time immediately after the meeting, so that such Fund’s meeting may be held separately, the persons named as proxies will vote in favor of such adjournment. Shareholders of each Fund will vote separately on each of the proposals
relating to their respective Fund, and an unfavorable vote on a proposal by the shareholders of one Fund will not affect the implementation by the other Fund of such proposal if the shareholders of such other Fund approve the proposal.
Election of Donald C. Burke and Eileen A. Moran as directors of DTF
DTF common stock
Shareholders of record of each Fund at the close of business on December8, 2023 are entitled to notice
of and to participate in the meeting. On the record date: DNP had 363,101,162 shares of common stock outstanding and 1,320 shares of preferred stock outstanding, DPG had 38,181,740 shares of common stock outstanding and 1,400,000 shares of preferred
stock outstanding and DTF had 7,029,567 shares of common stock outstanding. Each share of common stock outstanding on the record date entitles the holder thereof to one vote for each director being elected by the common stock (with no cumulative
voting permitted) and to one vote on each other matter. Each share of preferred stock outstanding on the record date entitles the holder thereof to one vote for each director being elected by the preferred stock (with no cumulative voting permitted)
and to one vote on each other matter.
This proxy statement is first being mailed on or about January24, 2024. The Funds will bear
the cost of the annual meeting and this proxy solicitation. Total costs for the annual meeting and proxy solicitation, including printing and mailing proxy materials, are estimated at $225,000, and will be charged to the respective Funds based on
their proportion of shareholder accounts except where another alternative allocation methodology is deemed more appropriate.
1
1. ELECTION OF DIRECTORS
The Board of each Fund is responsible for the overall management and operations of that Fund. As of the date of this joint proxy statement, the
Board of each Fund is comprised of six directors. Directors of each Fund are divided into three classes and are elected to serve staggered three-year terms.
The persons named in the enclosed proxy intend to vote in favor of the election of the persons named below (unless otherwise instructed). Each
of the nominees has consented to serve as a director of the Funds, if elected. In case any of the nominees should become unavailable for election for any unforeseen reason, the persons designated in the proxy will have the right to vote for a
substitute.
Election of DNP Director (Proposal 1a. and 1b.)
At the meeting, holders of DNP common stock are entitled to elect one director for a term ending in 2027 and the holders of DNP preferred stock
are entitled to elect one director for a term ending in 2027. If elected, Ms.Moran and Mr.Burke will serve until the annual meeting of shareholders in 2027 and until their respective successors are elected and qualified. A plurality of
votes cast at the meeting by the holders of DNP common stock as to the director representing the common stock is necessary to elect that director. A plurality of votes cast at the meeting by the holders of DNP preferred stock as to the director
representing the preferred stock is necessary to elect that director. Abstentions and
broker-non-votes
will be counted for purposes of determining whether a quorum is
present at the meeting, but will not affect the determination of whether a director candidate has received a plurality of votes cast.
Election of
DPG Director (Proposal 1c. and 1.d.)
At the meeting, holders of DPG common and preferred stock, voting as a single class, are
entitled to elect one director for a term ending in 2027, and the holders of DPG preferred stock, voting as a separate class, are entitled to elect one director for a term ending in 2027. If elected, Ms.Moran and Mr.Burke will serve
until the annual meeting of shareholders in 2027 and until their respective successors are elected and qualified. A plurality of votes cast at the meeting by the holders of DPG common and preferred stock, voting as a single class, as to the director
representing the common and preferred stock is necessary to elect that director. A plurality of votes cast at the meeting by the holders of DPG preferred stock, voting as a separate class, as to the director representing the preferred stock is
necessary to elect that director. Abstentions and
broker-non-votes
will be counted for purposes of determining whether a quorum is present at the meeting, but will not
affect the determination of whether a director candidate has received a plurality of votes cast.
Election of DTF Directors (Proposal 1e.)
At the meeting, holders of DTF common stock are entitled to elect two directors for a term ending in 2027. If elected,
Ms.Moran and Mr.Burke will serve until the annual meeting of shareholders in 2027 and until their respective successors are elected and qualified. A plurality of votes cast at the meeting by the holders of DTF common stock as to the
directors representing the common stock is necessary to elect those directors. Abstentions and
broker-non-votes
will be counted for purposes of determining whether a
quorum is present at the meeting, but will not affect the determination of whether a director candidate has received a plurality of votes cast.
2
Biographical Information about Nominees and Continuing Directors
Set forth in the table below are the names and certain biographical information about the nominees for the position of director and the
continuing directors of the Funds. Except as noted:
•
all of the directors are elected to the DNP Board by the holders of DNP common stock voting as a separate class;
•
all of the directors are elected to the DPG Board by the holders of DPG common stock and preferred stock, voting
as a single class; and
•
all of the directors are elected to the DTF Board by the holders of DTF common stock.
All of the directors of the Funds are classified as independent directors because none of them are “interested persons” of the
Funds, as defined in the Investment Company Act of 1940 (the “1940 Act”). Each of the current directors, except Mareil B. Cusack, formerly served on the Board of Directors of Duff Phelps Utility and Corporate Bond Trust
Inc. until its merger into DNP in March 2021. The term “Fund Complex” refers to the Funds and all other investment companies advised by affiliates of Virtus Investment Partners, Inc. (“Virtus”), the Adviser’s parent company.
The address for all directors is c/o Duff Phelps Investment Management Co., 10South Wacker Drive, Suite 1900, Chicago, Illinois 60606.
3
STYLE="border-bottom:1.00pt solid #000000">
Name, Address and Age
Positions
Held
withFunds
Termof
Officeand
Lengthof
TimeServed
Principal
Occupation(s)
During
Past
5Years
Qualifications
Numberof
Portfoliosin
FundComplex
Overseen by
Director or
Nominee for
Director
Other
Directorships
Held
bytheDirector
orNominee
for
Director
DuringPast5Years
Nominee Directors—Independent Directors
DonaldC.Burke
(1)(2)
Age: 63
Director
Nominee for a term expiring 2027; Director of DNP, DPG and DTF since 2014.
Private investor since 2009; President and Chief Executive Officer, BlackRock U.S. Funds 2007-2009; Managing Director, BlackRock Inc. 2006-2009; Managing Director, Merrill Lynch Investment Managers 1990-2006
104
VALIGN="top">
Director, Avista Corp. (energy company); Trustee, Goldman Sachs Fund Complex 2010-2014; Director, BlackRock Luxembourg and Cayman Funds 2006-2010
Mr.Burke was selected to serve on the Board because of his extensive experience with mutual funds, including as president and chief executive officer of a major fund complex, and subsequently as an independent
trustee of another major fund complex, and because of his knowledge of the utility industry derived from his service on the board of a public company involved in the production, transmission and distribution of energy.
Eileen A. Moran
Age: 69
Director and Vice Chair of the Board
Nominee for a term expiring 2027; Director of DNP since 2008, of DPG since 2011 and of DTF since 1996
Private investor since 2011; President and Chief Executive Officer, PSEG Resources L.L.C. (investment company) 1990-2011
3
VALIGN="top">
Ms.Moran was selected to serve on the Board because of her experience in managing a large portfolio of assets, a significant portion of which were invested in the electric and natural gas utility
industry.
4
STYLE="border-bottom:1.00pt solid #000000">
Name, Address and Age
Positions
Held
withFunds
Termof
Officeand
Lengthof
TimeServed
Principal
Occupation(s)
During
Past
5Years
Qualifications
Numberof
Portfoliosin
FundComplex
Overseen by
Director or
Nominee for
Director
Other
Directorships
Held
by the
Director
or Nominee for
Director
DuringPast5Years
Continuing Directors—Independent Directors
Mareil B. Cusack
Age: 65
Director
Term expires 2026; Director of DNP, DPG and DTF since 2023.
General Counsel, Ariel Investments, LLC (registered investment adviser) 2008-2023 (Chief Privacy Officer 2019-January 2023, Senior Vice President 2012-2023, Anti-Money Laundering Officer 2010-January 2023 and Vice President
2007-2012); Vice President, Ariel Investment Trust (mutual fund complex) 2008-2023 (Anti-Money Laundering Officer 2010-February 2023, Secretary 2014-2023 and Assistant Secretary 2008-2014); Vice President, General Counsel, Secretary and Anti-Money
Laundering Officer, Ariel Distributors, LLC (registered broker-dealer) 2008-2023; Vice President and General Counsel, Ariel Alternatives, LLC (registered investment adviser), Project Black Management
3
VALIGN="top">
5
STYLE="border-bottom:1.00pt solid #000000">
Name, Address and Age
Positions
Held
withFunds
Termof
Officeand
Lengthof
TimeServed
Principal
Occupation(s)
During
Past
5Years
Qualifications
Numberof
Portfoliosin
FundComplex
Overseen by
Director or
Nominee for
Director
Other
Directorships
Held
by the
Director
or Nominee for
Director
DuringPast5Years
Co. (relying adviser) and Ariel GP Holdco, managing member to Project Black, LP (private fund) 2021-2023; Vice President and Associate General Counsel, Chicago Stock Exchange March-October 2007 (Chief Enforcement Counsel 2004-2007);
Chief Legal Officer, Illinois Gaming Board 1995-2001; Branch Chief, Branch of Interpretations and Small Offering Issuers, Chicago Regional Office, U.S. Securities and Exchange Commission 1991-1995 (Staff Attorney, Enforcement Division,
1988-1991)
Ms.Cusack was selected to serve on the Board because of her extensive knowledge of asset management and mutual fund operations and strategy gained from her experience as a general counsel and officer of an asset
management company, as an officer for a related registered mutual fund complex and her prior work experience at state and federal regulatory agencies, including the U.S. Securities and Exchange Commission.
6
STYLE="border-bottom:1.00pt solid #000000">
Name, Address and Age
Positions
Held
withFunds
Termof
Officeand
Lengthof
TimeServed
Principal
Occupation(s)
During
Past
5Years
Qualifications
Numberof
Portfoliosin
FundComplex
Overseen by
Director or
Nominee for
Director
Other
Directorships
Held
bytheDirector
or Nominee
for
Director
DuringPast5Years
Continuing Directors—Independent Directors
PhilipR. McLoughlin
Age: 77
Director
Term expires 2025; Director of DNP since 2009, of DPG since 2011 and of DTF since 1996
Private investor since 2010
104
VALIGN="top">
Chairman of the Board, Lazard World Trust Fund
(closed-end
fund) 2010-2019 (Director 1991-2019)
Mr.McLoughlin was selected to serve on the Board because of his understanding of asset management and mutual fund operations and strategy gained from his experience as chief executive officer of an asset
management company and chief investment officer of an insurance company.
GeraldineM.McNamara
(1)(2)
Age: 72
Director
Term expires 2026; Director of DNP since 2009, of DPG since2011 and of DTF since 2003
Private investor since 2006; Managing Director, U.S. Trust Company of New York
1982-2006
104
VALIGN="top">
Ms.McNamara was selected to serve on the Board because her experience of advising individuals on their personal financial management has given her an enhanced understanding of the goals and expectations that
individual investors bring to the Funds.
7
STYLE="border-bottom:1.00pt solid #000000">
Name, Address and Age
Positions
Held
withFunds
Termof
Officeand
Lengthof
TimeServed
Principal
Occupation(s)
During
Past
5Years
Qualifications
Numberof
Portfoliosin
FundComplex
Overseen by
Director or
Nominee for
Director
Other
Directorships
Held
by the
Director
or Nominee for
Director
DuringPast5Years
Continuing Directors—Independent Directors
David J. Vitale
Age: 77
Director and Chair of the Board
Term expires 2025; Director of DNP since 2000, of DPG since 2011 and of DTF since 2005
Chair of the Board of DNP and DTF since 2009 and DPG since
2011; Advisor, Ariel Investments, LLC 2019-2021; President, Chicago Board of Education 2011-2015; Senior Advisor to the CEO, Chicago Public Schools 2007-2008
(Chief Administrative Officer 2003-2007); President and Chief Executive Officer, Board of Trade of the City of Chicago, Inc. 2001-2002; Vice Chairman and Director, Bank One Corporation
3
VALIGN="top">
Director, Ariel Alternatives, LLC; Director, United Airlines Holdings, Inc. (airline holding company) 2006-2022; Director, Ariel Investments, LLC 2001-2021; Wheels, Inc. (automobile fleet management) 2001-2021; and Chairman, Urban
Partnership Bank 2010-2019
8
STYLE="border-bottom:1.00pt solid #000000">
Name, Address and Age
Positions
Held
withFunds
Termof
Officeand
Lengthof
TimeServed
Principal
Occupation(s)
During
Past
5Years
Qualifications
Numberof
Portfoliosin
FundComplex
Overseen by
Director or
Nominee for
Director
Other
Directorships
Held
by the
Director
or Nominee for
Director
DuringPast5Years
1998-1999; Vice Chairman and Director, First Chicago NBD Corporation, and President, The First National Bank of Chicago 1995-1998; Vice Chairman, First Chicago Corporation and The First National Bank of Chicago 1993-1998 (Director
1992-1998; Executive Vice President 1986-1993)
Mr.Vitale was selected to serve on the Board because of his extensive experience as an executive in both the private and public sector, his experience serving as a director of other public companies and his
knowledge of financial matters, capital markets, investment management and the utilities industry.
(1)
Elected (or nominated to be elected) to the DNP Board by the holders of DNP preferred stock, voting as a
separate class.
(2)
Elected (or nominated to be elected) to the DPG Board by the holders of DPG preferred stock, voting as a
separate class.
Board Leadership Structure
The Board believes that the most appropriate leadership structure for the Funds is for the Chair of the Board to be an independent director, in
order to provide strong, independent oversight of each Fund’s management and affairs, including each Fund’s risk management function. Accordingly, while the Chief Executive Officer of the Funds may be elected to serve on the Board, he or
she will not normally be eligible to serve as Chair of the Board. The independent Chair of the Board presides at meetings of the shareholders, meetings of the Board and meetings of independent directors. In addition, the independent Chair 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 the Funds’ management and is available for consultation with the Funds’
management between Board meetings. The Board has four standing committees, which are described below: the executive committee, the audit committee, the contracts committee, and the nominating and governance committee.
9
The executive committee of the Board is currently comprised of Mr.Vitale (Chair),
Mr.Burke, Ms.McNamara and Ms.Moran, and has authority, with certain exceptions, to exercise the powers of the Board between Board meetings.
The audit committee of the Board is currently comprised of all independent directors of the Funds (Mr.Burke, Chair) and makes
recommendations regarding the selection of each 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 and assists the Board in
overseeing each Fund’s accounting, auditing, financial reporting and internal control functions.
The contracts committee of the
Board is currently comprised of all independent directors of the Funds (Ms.Moran, Chair) and makes recommendations regarding each Fund’s contractual arrangements for investment management and administrative services, including the terms
and conditions of such contracts.
The nominating and governance committee of the Board is currently comprised of all independent
directors of the Funds (Ms.McNamara, Chair) and selects nominees for election as directors, recommends individuals to be appointed by the Board as officers of the Funds and members of Board committees and makes recommendations regarding other
Fund governance and Board administration matters. The committee also oversees the Board’s continuing education program, which includes quarterly presentations for directors covering a variety of topics, including, among other topics,
(i)the industries and types of investments in which the Funds invests, (ii)investment techniques utilized by the Funds, (iii)current developments in securities law and the mutual fund industry, (iv)best practices in corporate
and mutual fund governance and (v)enterprise risk management, cybersecurity, and other emerging issues.
In addition to the four
standing committees, the DNP Board also has a special committee called the ATM committee, which is comprised of the members of the executive committee of the DNP Board (Mr.Vitale (Chair), Mr.Burke, Ms.McNamara and Ms.Moran)
and is responsible for certain oversight functions in connection with DNP’s ongoing
“at-the-market”
(“ATM”) offering program.
During DNP’s fiscal year ended October31, 2023, the DNP Board met four times and acted once by written consent; the DNP audit
committee met two times; the DNP nominating and governance committee met twotimes; the DNP contracts committee met two times; the DNP executive committee did not meet or act by written consent; and the DNP ATM committee did not meet or act by
written consent. During DPG’s fiscal year ended October31, 2023, the DPG Board met four times; the DPG audit committee met two times; the DPG nominating and governance committee met two times; the DPG contracts committee met two times;
and the DPG executive committee did not meet or act by written consent. During DTF’s fiscal year ended October31, 2023, the DTF Board met four times and acted once by written consent; the DTF audit committee met two times; the DTF
nominating and governance committee met two times; the DTF contracts committee met two times; and the DTF executive committee did not meet or act by written consent. Each director attended at least 75% in the aggregate of the meetings of the Board
and of the committees on which he or she served.
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 each Fund’s major financial risk exposures. The contracts committee charter provides that in assessing
whether each 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 each Fund’s 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.
10
Nomination of Directors.
The nominating and governance committee acts under a written
charter that was most recently amended on December17, 2020. A copy of the charter is available on each Fund’s website at www.dpimc.com/dnp, www.dpimc.com/dpg and www.dpimc.com/dtf and in print to any shareholder who requests it. None of
the members of the nominating and governance committee are “interested persons” of the Funds as defined in Section2(a)(19) of the 1940 Act. In identifying potential director nominees, the nominating and governance committee considers
candidates recommended by one or more of the following sources: the Funds’ current directors, the Funds’ officers, the Funds’ shareholders and any other source the committee deems appropriate. The committee may, but is not required
to, retain a third-party search firm at the Funds’ expense to identify potential candidates. Shareholders wishing to recommend candidates to the nominating and governance committee should submit such recommendations to the Secretary of the
Funds, who will forward the recommendations to the committee for consideration. See also “Shareholder Proposals and Nominations” under “Other Information” below.
Criteria for Director Nominations.
The goal of the Funds is to have a board of directors comprising individuals with a diversity of
business, educational and life experiences (including, without limitation, with respect to accounting and finance, business and strategic judgment, investment management and financial markets, and knowledge of the industries in which the Funds
invest) that will enable them to constructively review, advise and guide management of the Funds. The annual Board self-evaluation process includes consideration of whether the Board’s composition represents an appropriate balance of skills and
diversity for the Funds’ needs. 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. The committee considers, among other things:
•
the extent to which the candidate’s business, educational and life experiences will add to the diversity of
the Board;
•
whether the candidate will qualify as a director who is not an “interested person” of the Funds;
•
the absence of any real or apparent conflict of interest that would interfere with the candidate’s ability
to act in the best interests of the Funds and their shareholders;
•
the contribution that the candidate can make to the Board by virtue of his or her education, business experience
and financial expertise;
•
the interplay of the candidate’s skills and experience with the skills and experience of other Board
members;
•
whether the candidate is willing to commit the time necessary to attend meetings and fulfill the responsibilities
of a director; and
•
the candidate’s personality traits, including integrity, independence, leadership, sound business judgment
and the ability to work effectively with the other members of the Board.
With respect to the renomination of incumbent
directors, past service to the Board is also considered.
Diversity, Equity and Inclusion.
In selecting nominees for the position
of director, and in appointing officers of the Funds, the nominating and governance committee is required by its charter to consider and seek out candidates who are women or members of racial or ethnic minority groups in order to help promote
diversity, equity and inclusion among the members of the Board and the officers of the Funds.
11
Retirement Policy.
The bylaws of the Funds establish a mandatory retirement age of 78 for
directors of the Funds. Specifically, no person who has attained the age of 78 years is eligible for election or reelection as a director, and no incumbent director who attains the age of 78 years is qualified to continue serving as a director
following the adjournment of the next succeeding annual meeting of shareholders, and therefore his or her service on the Board will automatically terminate at such time. None of the director nominees or directors whose terms will continue after the
annual meeting are 78 years or older as of the date of this proxy statement or will be 78 years or older as of the scheduled date of the annual meeting.
Officers of the Funds
The officers of
the Funds are elected at the annual meeting of the Board held in connection with the annual meeting of shareholders. The officers receive no compensation from the Funds, but are also employees or officers of the Adviser or a Fund administrator, or
are employees of an affiliate of the Adviser, and receive compensation in such capacities. The address for all officers listed below is c/o Duff Phelps Investment Management Co.,10South Wacker Drive, Suite 1900, Chicago,
Illinois 60606, except as noted.
STYLE="border-bottom:1.00pt solid #000000">
Name, Address
and Age
Position(s)HeldwithFundsand
Length
of Time Served
PrincipalOccupation(s)
During Past 5
Years
David D. Grumhaus, Jr.
Age: 57
President and Chief Executive Officer of DNP, DPG and DTF since 2021
President and Chief Investment Officer of the Adviser since 2021
(Co-Chief
Investment Officer 2020; Senior Portfolio Manager 2014-2020)
W. Patrick Bradley, CPA
VirtusInvestment
Partners,Inc.
One Financial Plaza
Hartford, CT
06103
Age: 51
Vice President and Assistant Treasurer of DPG since 2011
Executive Vice President, Fund Services since 2016 (Senior Vice President, Fund Services 2010 to 2016) and various officer positions since 2004, Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Director since
2023, Stone Harbor Investment Funds plc and Stone Harbor Global Funds plc; Director since 2019, Virtus Global Funds ICAV; Director since 2013, Virtus Global Funds, plc; various officer positions since 2006 of various registered funds advised by
subsidiaries of Virtus Investment Partners, Inc.; Member since 2022, BNY Mellon Asset Servicing Client Advisory Board
Eric J. Elvekrog, CFA, CPA
Age: 58
Vice President and Chief Investment Officer of DPG since 2016 (Portfolio Manager 2011-2016)
Senior Managing Director of the Adviser since 2015 (Vice President 2001-2014; Assistant Vice President 1996-2001; Analyst 1993-1996)
Jennifer S. Fromm
VirtusInvestment
Partners,Inc.
One Financial Plaza
Hartford, CT
06103
Age: 50
Vice President and Secretary of DNP,DPG and DTF since 2020
Vice President since 2016 and Senior Counsel, Legal since 2007 and various officer positions since 2008, Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions since 2008 of various registered
funds advised by subsidiaries of Virtus Investment Partners, Inc.
12
STYLE="border-bottom:1.00pt solid #000000">
Name, Address
andAge
Position(s)HeldwithFundsand
LengthofTimeServed
PrincipalOccupation(s)
DuringPast5Years
Kathleen L. Hegyi
Age: 56
Chief Compliance Officer since October 2022
Managing Director, Chief Compliance Officer of the Adviser since August 2022; Senior Compliance Officer, William Blair Company, L.L.C. 2010-2022
Connie M. Luecke, CFA
Age: 65
Vice President and Chief Investment Officer of DNP since 2018
Senior Managing Director of the Adviser since 2015 (Senior Vice President 1998-2014; Managing Director 1996-1998; various positions with an Adviser affiliate 1992-1995); Portfolio Manager, Virtus Total Return Fund Inc. since 2011;
Portfolio Manager, Virtus Duff Phelps Global Infrastructure Fund since 2004
Alan M. Meder, CFA, CPA
Age: 64
Treasurer, Principal Financial and Accounting Officer and Assistant Secretary of DNP since 2011 (Assistant Treasurer 2010-2011); Treasurer, Principal Financial and Accounting Officer and Assistant Secretary of DPG since 2011;
Treasurer of DTF since 2000; Principal Financial and Accounting Officer and Assistant Secretary since 2002
Chief Risk Officer of the Adviser since 2001 and Senior Managing Director since 2014 (Senior Vice President 1994-2014); Treasurer, Duff Phelps Utility and Corporate Bond Trust Inc. 2000-2021 and Principal Financial and
Accounting Officer and Assistant Secretary 2002-2021
Daniel J. Petrisko, CFA
Age: 63
Executive Vice President of DNP since 2021 and Assistant Secretary since 2015 (Senior Vice President 2017-2021, Vice President 2015-2016); Executive Vice President of DPG since 2021 and Assistant Secretary since 2015 (Senior Vice
President 2017-2021); Executive Vice President of DTF since 2021 and Assistant Secretary since 2015 (Senior Vice President 2017-2021)
Executive Managing Director of the Adviser since 2017 (Senior Managing Director 2014-2017, Senior Vice President 1997-2014; Vice President 1995-1997); Chief Investment Officer, Duff Phelps Utility and Corporate Bond Trust
Inc. 2004-2021, Senior Vice President 2017-2021 and Assistant Secretary 2015-2021 (Vice President 2000-2016; Portfolio Manager 2002-2004)
Timothy P. Riordan
Robert W. Baird
Co. Incorporated
500 West Jefferson Street
Louisville, KY
40202
Age: 59
Vice President of DNP and DTF since January 2023
Senior Vice President, Fund Administration, Robert W. Baird Co. Incorporated since 2019; Senior Vice President, J.J.B. Hilliard, W.L Lyons, LLC 2018-2019 (Vice President 1998-2018)
13
STYLE="border-bottom:1.00pt solid #000000">
Name, Address
and Age
Position(s)HeldwithFundsand
Length
of Time Served
PrincipalOccupation(s)
During Past 5
Years
Dusty L. Self
Virtus Investment
Partners, Inc.
301 East Pine Street,
Suite 500
Orlando, FL 32801
Age: 56
Vice President of DTF since July2022
Senior Portfolio Manager of the Adviser since July 2022; Managing Director and Senior Portfolio Manager of Seix Investment Advisors, a division of Virtus Fixed Income Advisers, LLC (and predecessor firms) since 2011; Portfolio
Manager of the fund now known as Virtus Seix Short Term Municipal Bond Fund since 2011, Virtus Seix Investment Grade
Tax-Exempt
Bond Fund since 2018 and Virtus Seix High Grade Municipal Bond Fund since 2018;
managed municipal bond investments since 1992
Nikita K. Thaker
VirtusInvestment
Partners,Inc.
One Financial Plaza
Hartford, CT
06103
Age: 45
Vice President and Assistant Treasurer of DPG since 2018
Vice President and
Closed-End
Fund Controller, Virtus Investment Partners, Inc. since 2021, and various officer positions since 2015-2021, Virtus Investment Partners, Inc. and/or certain of
its subsidiaries since 2015; Vice President, Controller and Assistant Treasurer, Virtus
Closed-End
Funds (Assistant Treasurer 2017-2021)
Dianna P. Wengler
Robert W. Baird
Co. Incorporated
500 West Jefferson Street
Louisville, KY
40202
Age: 63
Vice President of DNP since 2006 and Assistant Secretary since 1988 (Assistant Vice President 2004-2006); Vice President and Assistant Secretary of DTF since 2014
Senior Vice President and Director—Fund Administration, Robert W. Baird Co. Incorporated since 2019; Senior Vice President, J.J.B. Hilliard, W.L. Lyons, LLC 2016-2019 (Vice President 1990-2015); Vice President,
Duff Phelps Utility and Corporate Bond Trust Inc. 2014-2021
14
The following table provides certain information relating to the equity securities beneficially
owned by each director or director nominee as of November30, 2023, (i)in DNP, (ii)in DPG, (iii)in DTF and (iv)on an aggregate basis, in any registered investment companies overseen or to be overseen by the director or
nominee within the same family of investment companies as the Funds, in each case based on information provided to the Funds, including information furnished by the Funds’ service providers.
ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
DollarRangeof
EquitySecurities
Owned in DNP
Based on information provided to the Funds, including information furnished by the Funds’ service
providers, as of November30, 2023, none of the independent 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.
The following table sets forth the aggregate compensation paid to each director
by each Fund with respect to its most recently completed fiscal year and by the Fund Complex with respect to the fiscal year ended October31, 2023.
COMPENSATION TABLE
(1)
Name of Director
ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
Aggregate
Compensation
from DNP
ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
Aggregate
Compensation
from DPG
ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
Aggregate
Compensation
from DTF
ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
Total Compensation
fromFundComplex
PaidtoDirectors
(2)
Independent Directors
Donald C. Burke
$
82,907
VALIGN="bottom">
$
12,568
VALIGN="bottom">
$
2,525
VALIGN="bottom">
$
355,000
VALIGN="bottom">
$
453,000
VALIGN="bottom">
Mareil B. Cusack
43,836
VALIGN="bottom">
6,443
VALIGN="bottom">
1,221
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
51,500
VALIGN="bottom">
PhilipR.McLoughlin
76,139
VALIGN="bottom">
11,542
VALIGN="bottom">
2,319
VALIGN="bottom">
545,000
VALIGN="bottom">
635,000
VALIGN="bottom">
GeraldineM.McNamara
82,907
VALIGN="bottom">
12,568
VALIGN="bottom">
2,525
VALIGN="bottom">
405,897
VALIGN="bottom">
503,897
VALIGN="bottom">
Eileen A. Moran
82,907
VALIGN="bottom">
12,568
VALIGN="bottom">
2,525
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
98,000
VALIGN="bottom">
David J. Vitale
118,438
VALIGN="bottom">
17,954
VALIGN="bottom">
3,608
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
140,000
VALIGN="bottom">
(1)
Because each director serves as a director of each of DNP, DPG and DTF, directors receive a single set of fees
as remuneration for their service to all three funds: (i)each director not affiliated with the Adviser receives a retainer fee of $90,000 per year; (ii)the chairs of the audit committee, contracts committee and
15
nominating and governance committee each receive an additional retainer fee of $8,000 per year; and (iii)the Chair of the Board receives an additional retainer fee of $50,000 per year.
Directors and officers affiliated with the Adviser receive no compensation from the Funds 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 Funds or the
Adviser or affiliated with a Fund administrator are reimbursed for the expenses incurred by them in connection with their attendance at a meeting of the Board or a committee of the Board. The Funds do not have a pension or retirement plan applicable
to their directors or officers.
(2)
Please refer to the table on the preceding pages for the number of investment companies in the Fund Complex
overseen by each director. As noted in the table, in addition to DNP, DPG and DTF, Mr.Burke, Mr.McLoughlin and Ms.McNamara each respectively oversee 101 additional funds that are advised by affiliates of Virtus.
The Board of each of the Funds, including all of the independent directors, unanimously recommends a vote
“FOR” the election of the two nominees for director named above.
OTHER BUSINESS
Management is not aware of any other matters that will come before the meeting. If any other business should come before the meeting, however,
your proxy, if signed and returned, will give discretionary authority to the persons designated in it to vote according to their best judgment.
OTHER INFORMATION
The
Adviser.
Duff Phelps Investment Management Co. acts as investment adviser for each Fund. The address of the Adviser is 10 South Wacker Drive, Suite 1900, Chicago, Illinois 60606. The Adviser (together with its predecessor) has been in
the investment management business for more than 75 years and, as of December31, 2023, had approximately $12.3billion in client accounts under discretionary management. The Adviser is an indirect, wholly-owned subsidiary of Virtus, a
public company whose common stock is traded on the NASDAQ Global Market under the trading symbol “VRTS.”
The
Administrators.
Robert W. Baird Co. Incorporated (“Baird”) serves as administrator of DNP and DTF. The address of Baird is 500 West Jefferson Street, Louisville, KY 40202. Founded in 1919, Baird is an employee-owned,
international financial services firm. Baird provides private wealth management, asset management, investment banking, capital markets and private equity services to clients through its offices in the United States, Europe and Asia.
Virtus Fund Services, LLC (“Virtus Fund Services”) serves as administrator of DPG. The address of Virtus Fund Services is One
Financial Plaza, Hartford, CT 06103. Virtus Fund Services is an indirect, wholly-owned subsidiary of Virtus and acts as administrator and/or transfer agent to registered investment companies, including DPG.
Shareholders.
The following table shows shares of common stock of the Funds as to which each director and director nominee, and all
directors and executive officers of the Funds as a group, had or shared power over voting or disposition at November30, 2023 (any fractional shares were rounded). The directors, director nominees and executive officers of the Funds owned no
shares of preferred stock of any of the Funds. Shares are
16
held with sole power over voting and disposition except as noted. The shares of common stock held by each of the persons listed below and by all directors and executive officers as a group
represented less than 1% of the outstanding common stock of each Fund.
Sharesof
DNPcommonstock
Shares of
DPGcommonstock
Sharesof
DTFcommonstock
Donald C. Burke
(1)
6,783
VALIGN="bottom">
2,600
VALIGN="bottom">
1,000
VALIGN="bottom">
Mareil B. Cusack
4,752
VALIGN="bottom">
1,335
VALIGN="bottom">
0
VALIGN="bottom">
Philip R.McLoughlin
14,981
VALIGN="bottom">
5,869
VALIGN="bottom">
1,836
VALIGN="bottom">
Geraldine M. McNamara
(1)
16,736
VALIGN="bottom">
5,352
VALIGN="bottom">
3,833
VALIGN="bottom">
Eileen A. Moran
13,086
VALIGN="bottom">
7,618
VALIGN="bottom">
5,136
VALIGN="bottom">
David J. Vitale
(2)
124,406
VALIGN="bottom">
11,000
VALIGN="bottom">
0
VALIGN="bottom">
Directors and executive officers as a
group
(1)(2)(3)
205,795
VALIGN="bottom">
58,227
VALIGN="bottom">
16,326
VALIGN="bottom">
(1)
Mr.Burke had shared power to vote and/or dispose of 6,783 of the DNP shares, 2,600 of the DPG shares and
1,000 of the DTF shares listed as owned by him. Ms.McNamara had shared power to vote and/or dispose of 11,391 of the DNP shares, 5,352 of the DPG shares and 3,833 of the DTF shares listed as owned by her. Mr.Vitale had shared power to
vote and/or dispose of 123,281 of the DNP shares and 6,000 of the DPG shares listed as owned by him. The directors and executive officers, in the aggregate, had shared power to vote and/or dispose of 143,390 of the DNP shares, 17,205 of the DPG
shares and 6,313 of the DTF shares listed as owned by the directors and executive officers as a group.
(2)
Mr.Vitale disclaims beneficial ownership of 118,281 of the DNP shares and 6,000 of the DPG shares listed
as owned by him. The directors and executive officers, in the aggregate, disclaim beneficial ownership of 118,281 of the DNP shares, 6,000 of the DPG shares and 0 of the DTF shares listed as owned by the directors and executive officers as a group.
(3)
The group of directors and executive officers consists of 14, 14 and 14 individuals for DNP, DPG and DTF,
respectively.
To the Funds’ knowledge, as of the date of this proxy statement, the only persons (including any
“group” as that term is used in Section13(d)(3) of the Securities Exchange Act of 1934 (the “1934 Act”)) who beneficially own more than 5% of any class of any Fund’s voting securities (as determined in accordance with
Rule
13d-3
under the 1934 Act) are the persons identified in the following table. Except as otherwise indicated, the information in this table is based on information provided in Schedule 13D and 13G filings
made with the Securities and Exchange Commission by each of the persons listed.
Fund
NameofBeneficialOwner
ClassofShares
Numberof
Shares
Percentage
ofClass
DNP
American International Group Inc. (“AIG”)
(1)
1271 Avenue of the Americas
New York, NY 10020
Preferredstock
660
VALIGN="top">
50
VALIGN="top">%
DNP
MetLife, Inc. (“MetLife”)
(2)
200 Park Avenue
New York, New York 10166
Preferredstock
538
VALIGN="top">
40.76
VALIGN="top">%
MetLife Investment Management, LLC (“MIM”)
One MetLife Way
Whippany,
New Jersey 07981
DPG
MetLife and MIM
(3)
(see above addresses)
Preferredstock
1,400,000
VALIGN="top">
100.00
VALIGN="top">%
17
Fund
NameofBeneficialOwner
ClassofShares
Numberof
Shares
Percentage
ofClass
DTF
1607 Capital Partners, LLC
(4)
13 S. 13th Street, Suite 400
Richmond, Virginia 23219
Commonstock
588,238
VALIGN="top">
8.4
VALIGN="top">%
(1)
Based on information provided by or on behalf of the following entities as well as information derived from a
Form 4 filed on March1, 2019 and a Schedule 13G/A filed by AIG on May3, 2023, AIG has shared voting and dispositive power over the 660 shares listed, which are owned by AIG’s indirect wholly-owned subsidiary, American General Life
Insurance Company,
2727-A
Allen Parkway, Houston, Texas 77019.
(2)
Based on information provided by or on behalf of such entities as well as information derived from a Form 3
filed on March18, 2019, MetLife and its indirect wholly-owned subsidiary MIM have shared voting and dispositive power over the 538 shares listed, of which 473 and 65 shares, respectively, are owned by Metropolitan Life Insurance Company
(“MLIC”) and Metropolitan Tower Life Insurance Company (“MTLIC”), each of which is a direct wholly-owned subsidiary of MetLife with offices at 200 Park Avenue, New York, New York 10166.
(3)
Based on information provided by or on behalf of such entities as well as information derived from a Form 3
filed on August31, 2015 and a Form 4 filed on July18, 2023, MetLife and its indirect wholly-owned subsidiary MIM have shared voting and dispositive power over the 1,400,000 shares listed, of which 518,000, 549,500, 122,500 and 210,000
shares, respectively, are owned by MetLife Insurance K.K. (an indirect wholly-owned subsidiary of MetLife with offices at Kioi Tower Tokyo Garden Terrace Kioicho Tokyo,
102-8525
Japan), MLIC, MTLIC and
Brighthouse Life Insurance Company (“BLIC”), a former subsidiary of MetLife that is currently an indirect wholly-owned subsidiary of Brighthouse Financial, Inc. (“BFIC”) but continues to receive certain investment management
services from MIM. The address of BLIC and BFIC is 11225 North Community House Road, Charlotte, North Carolina 28277.
(4)
Based on a Schedule 13G filed by 1607 Capital Partners, LLC, on February14, 2023. In that filing,
1607Capital Partners, LLC stated that it has sole voting and dispositive power over all securities beneficially owned by it.
Section
16(a) Beneficial Ownership Reporting Compliance.
Section30(h) of the 1940 Act imposes the filing
requirements of Section16 of the 1934 Act upon (i)the Funds’ directors and officers, (ii)the Funds’ 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 a Fund’s outstanding securities (other than short-term paper). Based solely on a review of the copies of Section16(a) forms furnished to the Funds, or written representations that no Forms
5 were required, the Funds believe that during each Fund’s most recently completed fiscal year all such filing requirements were complied with, except that Timothy P. Riordan was late in filing a Form 3 with respect to DNP and DTF.
Report of the Audit Committee.
The Funds’ independent directors comprise the audit committee of each Fund and act under a written
charter which sets forth the audit committee’s responsibilities. A copy of the audit committee charter is available on each Fund’s website at www.dpimc.com/dnp, www.dpimc.com/dpg and www.dpimc.com/dtf and in print to any shareholder who
requests it. Each of the members of the audit committee is independent as defined in the listing standards of the New York Stock Exchange. In connection with the audit of each Fund’s 2023 audited financial statements, the audit committee:
(1)reviewed and discussed each Fund’s 2023 audited financial statements with management, (2)discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No.61, as amended
(AICPA,
Professional Standards
, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule3200T, (3)received and reviewed the written disclosures and the letter from the independent accountant
18
required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence,
and (4)discussed with the independent accountant its independence from each Fund and its management. Based on the foregoing reviews and discussions, the audit committee recommended to the board of directors that each Fund’s audited
financial statements be included in the Annual Report to Shareholders for filing with the Securities and Exchange Commission.
The
Audit Committee
Donald C. Burke (Chair)
Mareil B. Cusack
Philip R. McLoughlin
Geraldine
M. McNamara
Eileen A. Moran
David J. Vitale
Independent
Registered Public Accounting Firm.
The 1940 Act requires that each Fund’s independent registered public accounting firm be selected by the vote, cast in person, of a majority of the members of the Board who are not interested persons of the
Fund. In addition, the listing standards of the New York Stock Exchange vest the audit committee, in its capacity as a committee of the Board, with responsibility for the appointment, compensation, retention and oversight of the work of each
Fund’s independent registered public accounting firm. In accordance with the foregoing provisions, the firm of Ernst Young LLP (“Ernst Young”) has been selected as independent registered public accounting firm of
each Fund to perform the audit of the financial books and records of the Funds for the fiscal year ending October31, 2024. A representative of Ernst Young is expected to be present at the joint annual meeting of shareholders and
will be available to respond to appropriate questions and will have an opportunity to make a statement if the representative so desires.
Pre-Approval
of Audit and
Non-Audit
Services.
Each Fund
is responsible for the appointment, compensation and oversight of the work of the independent registered public accounting firm. As part of this responsibility, each Fund’s audit committee is required to
pre-approve
the audit and
non-audit
services performed by the independent accountant in order to assure that they do not impair the independent accountant’s
independence from the Fund. Accordingly, each Fund’s audit committee has adopted a joint audit and
non-audit
services
pre-approval
policy (the “Joint Audit
Committee
Pre-Approval
Policy”), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent accountant may be
pre-approved.
Each engagement of an independent accountant to render audit or
non-audit
services to a Fund must be either (i)a specific service
pre-approved
by the Fund’s audit committee or the chair of the audit committee, to whom the committee has delegated the authority to grant such
pre-approvals
between
scheduled meetings of the committee, or (ii)come within the scope of a general
pre-approval
granted under the Joint Audit Committee
Pre-Approval
Policy. As
provided in the Joint Audit Committee
Pre-Approval
Policy, unless a type of service has received general
pre-approval
(i.e., the proposed services are
pre-approved
without consideration of specific
case-by-case
services by the audit committee), then the service will require specific
pre-approval
by the audit committee if the proposed service is to be provided by the independent accountant. As provided in the Joint Audit Committee
Pre-Approval
Policy, any
proposed services exceeding
pre-approved
cost levels or budgeted amounts require specific
pre-approval
by the audit committee. In deciding whether to grant
pre-approval
for such services, the audit committee, or the chair of the audit committee acting under delegated authority, as the case may be, will consider whether such services are consistent with the rules of the
Securities and Exchange Commission on auditor independence. Additionally, the audit committee, or the chair of the audit committee
19
acting under delegated authority, as the case may be, will also consider whether the independent accountant is best positioned to provide the most effective and efficient service, after
considering a number of factors as a whole, with no one factor being necessarily determinative.
Each Fund’s audit committee is also
required to
pre-approve
its accountant’s engagements for
non-audit
services rendered to the Adviser and any entity controlling, controlled by or under common
control with the Adviser that provides ongoing services to the Fund, if the engagement relates directly to the operations and financial reporting of the Fund. In deciding whether to grant
pre-approval
for such
non-audit
services, the audit committee or the chair of the audit committee, as the case may be, considers whether the provision of such
non-audit
services is compatible
with maintaining the independence of the Fund’s accountants.
Audit and
Non-Audit
Fees.
The following table sets forth the aggregate audit and
non-audit
fees billed to each Fund for each of the last two fiscal years for professional services rendered by Ernst Young. For
purposes of this table, to the extent the amount of a fee for a
pre-approved
service is known as of the date of this report, such fee amount has been allocated to the fiscal year to which the applicable
service relates, even in cases where the applicable Fund has not yet been billed for such service.
DNP
Fiscalyear
ended
October31,
2023
Fiscalyear
ended
October31,
2022
Audit Fees
(1)
$
86,515
VALIGN="bottom">
$
119,015
VALIGN="bottom">
Audit-Related Fees
(2)(6)
0
VALIGN="bottom">
0
VALIGN="bottom">
Tax Fees
(3)(6)
21,186
VALIGN="bottom">
21,186
VALIGN="bottom">
All Other Fees
(4)(6)
0
VALIGN="bottom">
0
VALIGN="bottom">
Aggregate
Non-Audit
Fees
(5)(6)
21,186
VALIGN="bottom">
21,186
VALIGN="bottom">
DPG
Fiscalyear
ended
October31,
2023
Fiscalyear
ended
October31,
2022
Audit Fees
(1)
$
57,780
VALIGN="bottom">
$
57,780
VALIGN="bottom">
Audit-Related Fees
(2)(6)
0
VALIGN="bottom">
0
VALIGN="bottom">
Tax Fees
(3)(6)
6,955
VALIGN="bottom">
6,955
VALIGN="bottom">
All Other Fees
(4)(6)
0
VALIGN="bottom">
0
VALIGN="bottom">
Aggregate
Non-Audit
Fees
(5)(6)
6,955
VALIGN="bottom">
6,955
VALIGN="bottom">
DTF
Fiscalyear
ended
October31,
2023
Fiscalyear
ended
October31,
2022
Audit Fees
(1)
$
57,780
VALIGN="bottom">
$
57,780
VALIGN="bottom">
Audit-Related Fees
(2)(6)
0
VALIGN="bottom">
0
VALIGN="bottom">
Tax Fees
(3)(6)
11,735
VALIGN="bottom">
8,935
VALIGN="bottom">
All Other Fees
(4)(6)
0
VALIGN="bottom">
0
VALIGN="bottom">
Aggregate
Non-Audit
Fees
(5)(6)
11,735
VALIGN="bottom">
8,935
VALIGN="bottom">
(1)
Audit Fees are fees billed for professional services rendered by each Fund’s principal accountant for the
audit of the Fund’s annual financial statements and for services that are normally provided by the accountant
20
in connection with statutory and regulatory filings or engagements. For DNP, for the fiscal year ended 2023, such fees included $17,500 for services rendered in connection with the
registrant’s registration statement for its public offering. For the fiscal year ended 2022 such fees included $50,000 for services rendered in connection with the registrant’s registration statement for its public offering.
(2)
Audit-Related Fees are fees billed for assurance and related services by each Fund’s principal accountant
that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under the caption “Audit Fees.”
(3)
Tax Fees are fees billed for professional services rendered by each Fund’s principal accountant for tax
compliance, tax advice and tax planning. In both years shown in the table, such services consisted of preparation of the annual federal and state income tax returns and excise tax returns for DNP and DTF. In the case of DPG, such services consisted
of review of the Fund’s annual federal and excise tax returns and preparation and analysis of state income tax returns.
(4)
All Other Fees are fees billed for products and services provided by each Fund’s principal accountant,
other than the services reported under the captions “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”
(5)
Aggregate
Non-Audit
Fees are
non-audit
fees billed by each Fund’s accountant for services rendered to the Fund, the Adviser and any entity controlling, controlled by or under common control with the Adviser that provides ongoing
services to the Fund. During both years shown in the table, no portion of such fees related to services rendered by each Fund’s accountant to the Adviser or to any entity controlling, controlled by or under common control with the Adviser that
provides ongoing services to the Fund.
(6)
No portion of these fees was approved by the audit committee after the beginning of the engagement pursuant to
the waiver of the
pre-approval
requirement for certain
de minimis
non-audit
services described in Section10A of the 1934 Act and applicable regulations.
Communications with the Board by Shareholders and Other Interested Persons.
The Board has adopted the following
procedures for shareholders and other interested persons to send communications to the Board. Shareholders and other interested persons may mail written communications to the full Board, to committees of the Board or to specified individual
directors in care of the Secretary of the Funds, 10 South Wacker Drive, Suite 1900, Chicago, Illinois 60606. All such communications received by the Secretary will be forwarded promptly to the full Board, the relevant Board committee or the
specified individual directors, as applicable, except that the Secretary may, in good faith, determine that a communication should not be so forwarded if it does not reasonably relate to the Funds or their operations, management, activities,
policies, service providers, Board, officers, shareholders, or other matters relating to an investment in the Funds or is purely ministerial in nature. Each of the Funds’ directors is encouraged to attend the annual meeting of shareholders. All
of the individuals who were directors of the Funds at the time of the March6, 2023 joint annual meeting of the shareholders of the Funds were in attendance at that meeting.
Shareholder Proposals and Nominations.
In order for any shareholder proposal or director nomination to be considered for inclusion in
any Fund’s proxy statement and form of proxy for the 2025 annual meeting of shareholders, such proposal or nomination must be received by the Secretary of the Fund at the Fund’s principal executive offices no later than September26,
2024. Under the circumstances described in, and upon compliance with,
Rule14a-4(c)
under the 1934 Act, a Fund may solicit proxies in connection with the 2025 annual meeting which confer discretionary
authority to vote on any shareholder proposals of which the Secretary of the Fund does not receive notice by September26, 2024. Any notice of a shareholder proposal or director nomination must conform to the requirements in the Fund’s
bylaws. Copies of the bylaws of any of the Funds may be requested from the Secretary of the Funds, 10 South Wacker Drive, Suite 1900, Chicago, Illinois 60606.
Solicitation of Proxies.
Proxies will be solicited by mail. Proxies may be solicited by Fund personnel personally or by telephone,
postal mail or electronic mail, but such persons will not be specially compensated for
21
such services. The Funds will inquire of any record holder known to be a broker, dealer, bank or other nominee as to whether other persons are the beneficial owners of shares held of record by
such persons. If so, the Funds will supply additional copies of solicitation materials for forwarding to beneficial owners, and will make reimbursement for reasonable
out-of-pocket
costs. The Funds will bear the cost of the annual meeting and this proxy solicitation. Total costs for the annual meeting and proxy solicitation, including
printing and mailing proxy materials, are estimated at $225,000, and will be charged to the respective Funds based on their proportion of shareholder accounts except where another alternative allocation methodology is deemed more appropriate. The
Funds do not currently intend to retain any third-party solicitor to contact shareholders regarding this proxy solicitation or to incur any expenses for such a third-party solicitation.
Further Information About Voting and the Annual Meeting.
A majority of the outstanding shares of each Fund entitled to vote at the
annual shareholder meeting shall constitute a quorum for purposes of conducting business of the Fund.
The Board has fixed the close of
business on December8, 2023 as the record date for the determination of shareholders of each Fund entitled to notice of, and to vote at, the annual meeting. Shareholders of a Fund on that date will be entitled to one vote on each matter to be
voted on for each share held.
Instructions regarding how to vote via telephone or the Internet are included on the enclosed proxy card.
The required control number for Internet and telephone voting is printed on the enclosed proxy card. The control number is used to match proxy cards with shareholders’ respective accounts and to ensure that, if multiple proxy cards are
executed, shares are voted in accordance with the proxy card bearing the latest date.
The annual meeting will be a completely virtual
meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the annual meeting only if you were a shareholder of the Funds as of the close of business on the record date, or if you hold a valid proxy
for the annual meeting. No physical meeting will be held.
You will be able to attend the annual meeting online and submit your questions
during the meeting by visiting
https://meetnow.global/MVAY2LL
. You also will be able to vote your shares online by attending the annual meeting by webcast.
To participate in the annual meeting, you will need to log on using the control number from your proxy card or meeting notice. The control
number can be found in the shaded box.
If you are a registered shareholder, you do not need to register to attend the annual meeting
virtually on the Internet.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance in order to attend the meeting.
To register to attend the annual meeting online by webcast you must submit
proof of your proxy power (legal proxy) reflecting your holdings along with your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled
as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, 5business days prior to the meeting date. You will receive a confirmation of your registration by email after we receive your legal proxy. Requests for
registration should be directed to us by emailing an image of your legal proxy, to shareholdermeetings@computershare.com.
The online
meeting will begin promptly at 1:00 p.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time to connect to the virtual meeting. Please follow the access instructions as outlined in this proxy statement.
22
The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari
browsers and devices (desktops, laptops, tablets and cell phones) running the most
up-to-date
version of applicable software and plugins. Please note that Internet
Explorer is no longer supported. Participants should ensure that they have a strong
Wi-Fi
connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the
start time. A link on the meeting page will provide further assistance should you need it or you may call
1-888-724-2416
or
1-781-575-2748.
All
shares represented by properly executed proxies received prior to the annual meeting will be voted at the annual meeting in accordance with the instructions marked thereon or otherwise as provided therein. If any other business is brought before the
annual meeting, your shares will be voted at the proxies’ discretion. If you sign the proxy card, but do not fill in a vote, your shares will be voted “FOR ALL” of the nominees for director, in accordance with the recommendation of
the Board.
Shareholders who execute proxy cards or record their voting instructions via telephone or the Internet may revoke their
proxies at any time prior to the time they are voted by giving written notice to the Secretary of the Funds, by delivering a subsequently dated proxy (including via telephone or the Internet) prior to the date of the annual meeting or by virtually
attending and voting at the annual meeting. Merely virtually attending the annual meeting, however, will not revoke a previously submitted proxy.
Annual Report.
Each Fund will provide without charge to any shareholder who so requests, a copy of the Fund’s semi-annual and
annual report for the Fund’s most recently completed fiscal year. The semi-annual and annual reports for DNP and DTF are available by calling Baird toll-free at
(833)604-3163
and are also available
on each such Fund’s web site at
www.dpimc.com/dnp
and
www.dpimc.com/dtf
. The semi-annual and annual report for DPG is available by calling Virtus Fund Services toll-free at
(866)270-7598
and is also available on DPG’s web site at
www.dpimc.com/dpg
.
General.
A list of shareholders of each Fund entitled to be present and vote at the annual meeting will be available at the offices of
the Funds, 10 South Wacker Drive, Suite 1900, Chicago, Illinois 60606, for inspection by any shareholder during regular business hours for ten days prior to the date of the meeting.
Failure of a quorum of shareholders of any of the Funds to be present at the annual meeting will necessitate adjournment of the meeting with
respect to those Funds and will give rise to additional expense.
EVERY SHAREHOLDER VOTE IS IMPORTANT. WE ENCOURAGE YOU TO TAKE
ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
January24, 2024
23
DUFF FHELPS DNP Select Income Fund Inc. PO Box 43131 Providence, RI 02940-3131 EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE
ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this
Proxy Card and return in the postage-paid envelope VOTE AT THE VIRTUAL MEETING at the following Website: meetnow.global/MVAY2LL on March 11, 2024 at 1:00 p.m., Eastern Time. To Participate in the Virtual Meeting, enter the 14-digit control number
from the shaded box on this card. Please detach at perforation before mailing. PROXY DNP SELECT INCOME FUND INC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 11, 2024 COMMON STOCK PROXY SOLICITED BY MANAGEMENT FROM COMMON SHAREHOLDERS.
Jennifer S. Fromm, Kathleen L. Hegyi, Alan M. Meder, and Daniel J. Petrisko or any of them, each with full power of substitution, are authorized to vote all shares of common stock of DNP Select Income Fund Inc. (the “Fund”) owned by the
undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: meetnow.global/MVAY2LL on March 11, 2024, at 1:00 p.m., Eastern Time, and at any adjournment of the meeting. To participate in the Virtual Meeting
enter the 14-digit control number from the shaded box on this card. They shall vote in a ccordance with the instructions set forth on the reverse side hereof. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To
change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method.
[]DNP_33637_112923 PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
XXXXXXXXXXXXXXcode
EVERY SHAREHOLDER’S VOTE IS IMPORTANT We encourage you to take advantage of Internet or telephone voting. Both are available 24
hours a day, 7 days a week. Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held on March 11, 2024. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at:
https://www.proxy-direct.com/dnp-33637 Please detach at perforation before mailing. If no specific instructions are provided, this proxy will be voted “FOR” the election of the director and in the discretion of the proxies upon such other
business as may properly come before the meeting. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK I NK AS SHOWN IN THIS EXAMPLE: [X] A Proposal The Board of Directors recommends a vote “FOR” the nominee listed. 1a.
Election of Director: FOR ☐ WITHHOLD ☐ 01. Eileen A. Moran B Authorized Signatures — This section must be completed for your vote to be counted — Sign and Date Below Note: Please sign exactly as your
name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative
capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code
XXXXXXXXXXXXXXDNP1 33637XXXXXXXX
DUFF FHELPS DNP Select Income Fund Inc. PO Box 43131 Providence, RI 02940-3131 EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE
ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the
on-screen
instructions available 24 hours VOTE BY PHONE Call
1-800-337-3503
Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE AT THE VIRTUAL MEETING at the following
Website: meetnow.global /MVAY2LL on March11, 2024 at 1:00 p.m., Eastern Time. To Participate in the Virtual Meeting, enter the
14-digit
control number from the shaded box on this card. Please detach at
perforation before mailing. PROXY DNP SELECT INCOME FUND INC.JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH11, 2024 PREFERRED STOCK PROXY SOLICITED BY MANAGEMENT FROM PREFERRED SHAREHOLDERS. Jennifer S. Fromm,
Kathleen L. Hegyi, Alan M. Meder, and Daniel J. Petrisko or any of them, each with full power of substitution, are authorized to vote all shares of preferred stock of DNP Select Income Fund Inc. (the “Fund”) owned by the undersigned at the
Joint Annual Meeting of Shareholders to be held virtually at the following Website: meetnow.global/MVAY2LL on March11, 2024, at 1:00 p.m., Eastern Time, and at any adjournment of the meeting. To participate in the Virtual Meeting enter the
14-digit
control number from the shaded box on this card. They shall vote in accordance with the instructions set forth on the reverse side hereof. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE:
1-800-337-3503
To change the address on your account, please check the box at right and indicate your new address in the address
space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐ DNP_33637_112923_Pref PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
XXXXXXXXXXXXXXcode
EVERY SHAREHOLDER’S VOTE IS IMPORTANT We encourage you to take advantage of Internet or telephone voting. Both are available 24
hours a day, 7 days a week. Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held on March11, 2024. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at:
https://www.proxy-direct.com/dnp-33637
Please detach at perforation before mailing. If no specific instructions are provided, this proxy will be voted “FOR” the election of the director and in the
discretion of the proxies upon such other business as may properly come before the meeting. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:[X]AProposal The Board of
Directors recommends a vote “FOR” the nominee listed. 1b. Election of Director: FOR ☐ WITHHOLD ☐ 01. Donald C. Burke B Authorized Signatures — This section must be completed for your vote to be
counted — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee,
officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 —
Please keep signature within the box Scanner bar code XXXXXXXXXXXXXX DNP2 33637 XXXXXXXX DNP_33637_NA_112923
DUFF FHELPS DNP Select Income Fund Inc. PO Box 43131 Providence, RI 02940-3131 IMPORTANT PROXY INFORMATION Your Vote Counts!
PLEASE USE THE
14-DIGIT
CONTROL NUMBER
8-DIGIT
SECURITY CODE LISTED IN THE BOXES BELOW WHEN REQUESTING MATERIAL VIA THE TELEPHONE INTERNET. When
you are ready to vote, you can use the same Control Number Security Code to record your vote. Shareholder Meeting Notice – THIS IS NOT A PROXY – Please read carefully for voting instructions. Important Notice Regarding the
Availability of Proxy Materials for the DNP Select Income Fund Inc. Shareholders Meeting to be held virtually on March 11, 2024. As a shareholder, it is important for you to vote! On the back of this notice, you will find a summary of the proposals
that require a shareholder vote at the Meeting. This communication is NOT a form for voting and presents only an overview of the more complete proxy materials that are available to you on the Internet or by mail. We encourage you to access and
review all of the important information contained in the proxy materials before voting. The Joint Proxy Statement for the Meeting and Form of Proxy are available at: https://www.proxy-direct.com/dnp-33637 If you want to receive a paper copy of the
documents or an email with a link to the documents, you must request them. There is no charge to you for requesting a copy. Paper materials will be mailed to the address on file within 3-business days of receipt of the request. Please make your
request as soon as possible, but no later than February28, 2024, to facilitate timely delivery. The Meeting of Shareholders of DNP Select Income Fund Inc. will be held virtually at the following website: meetnow.global/MVAY2LL on
March11, 2024, at 1:00 p.m., Eastern Time. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this notice. ONLINE MATERIAL ACCESS AND PAPER COPY REQUESTS CAN BE MADE UTILIZING ONE OF THE THREE
METHODS BELOW. YOU CAN ALSO USE ONE OF THESE THREE METHODS TO ELECT A PERMANENT DELIVERY PREFERENCE FOR FUTURE MEETINGS. ACCESS MATERIALS AND VOTE OR REQUEST PAPER DELIVERY OF MATERIALS EASY ONLINE ACCESS – REQUEST BY INTERNET Log on to the
Internet and go to: https://www.proxy-direct.com/dnp-33637 On this site you can view the Proxy Statement and Form of Proxy online, request paper copies, request an email with a link to the materials and/or set future delivery preferences. Just
follow the steps outlined on this secure website. TELEPHONE REQUESTS—CALL 1-877-816-5331Obtain paper copies of the Proxy Statement and/or Form of Proxy with an option to set future delivery preference by touch tone phone. Call toll free from
the U.S. or Canada at NO CHARGE to you. Follow the instructions provided in the recorded messages.
E-MAIL
REQUEST AT: proxymaterials@computershare.com:Email us to request Proxy Materials for the shareholder
meeting and/or to set future delivery preferences. - Provide only your
14-Digit
Control Number and
8-Digit
Security Code as listed on this notice in your email request
for materials. - If you want to elect to receive all future proxy materials in paper form or via email, please note your request and for email, provide the address. PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN FEBRUARY28, 2024, TO
FACILITATE TIMELY DELIVERY. DNP_33637_NA_112923
Your Fund Holdings: FUND DNP SELECT INCOME FUND INC. The following matters will be considered at the Meeting: 1a. Election of Director.
The Board of Directors unanimously recommends that shareholders vote “FOR” the nominee to the Board of Directors identified in the Proxy Statement. Please refer to the Proxy Materials for further details on the proposal. YOUR VOTE IS
IMPORTANT NO MATTER HOW MANY SHARES YOU OWN Common Questions about Notice and Access Why am I receiving a Notice of Internet Availability instead of a Proxy card and Proxy statement? Your fund has elected to utilize a distribution model authorized
by the Securities and Exchange Commission in 2007. This model, known as Notice and Access, allows mutual funds and public companies to send you a Notice instead of a full set of printed proxy materials. As a shareholder, you can select the means by
which you access those proxy materials. You can view the materials electronically via the Internet, or request a full set of printed materials for this Shareholder Meeting and all future meetings, or you can make that choice on a case by case basis.
How do I access the materials, set my preference for future shareholder meeting materials and record my vote? On the front side of this Notice are easy to follow instructions on how to access Proxy materials electronically or request a full set of
printed materials. Once you are on the website or ordering on the phone, you can also make your selection for future meetings. When you are ready to vote, electronic voting is available by Internet or Touch Tone Phone by using the Control Number and
Security Code on the front of this Notice. The Touch Tone voting phone number is different from the ordering phone number and is displayed on the website. If you want to vote via Mail, you will need to request a paper copy of the materials to
receive a Proxy Card and Return Envelope. If I request printed proxy materials, how long will it take for me to receive them? The SEC rule requires that the materials be sent via first class mail within three business days of receipt of your
request.
DUFF PHELPS DNP Select Income Fund Inc. PO Box 43131 Providence, RI 02940-3131 IMPORTANT PROXY INFORMATION Your Vote Counts!
PLEASE USE THE 14-DIGIT CONTROL NUMBER 8-DIGIT SECURITY CODE LISTED IN THE BOXES BELOW WHEN REQUESTING MATERIAL VIA THE TELEPHONE INTERNET. When you are ready to vote, you can use the same Control Number Security Code to record
your vote. Shareholder Meeting Notice – THIS IS NOT A PROXY – Please read carefully for voting instructions. Important Notice Regarding the Availability of Proxy Materials for the DNP Select Income Fund Inc. Shareholders Meeting to be held
virtually on March 11, 2024. As a shareholder, it is important for you to vote! On the back of this notice, you will find a summary of the proposals that require a shareholder vote at the Meeting. This communication is NOT a form for voting and
presents only an overview of the more complete proxy materials that are available to you on the Internet or by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Joint
Proxy Statement for the Meeting and Form of Proxy are available at: https://www.proxy-direct.com/dnp-33637 If you want to receive a paper copy of the documents or an email with a link to the documents, you must request them. There is no charge to
you for requesting a copy. Paper materials will be mailed to the address on file within 3-business days of receipt of the request. Please make your request as soon as possible, but no later than February 28, 2024, to facilitate timely delivery. The
Meeting of Shareholders of DNP Select Income Fund Inc. will be held virtually at the following website: meetnow.global/MVAY2LL on March 11, 2024, at 1:00 p.m., Eastern Time. To participate in the Virtual Meeting enter the 14-digit control number
from the shaded box on this notice. ONLINE MATERIAL ACCESS AND PAPER COPY REQUESTS CAN BE MADE UTILIZING ONE OF THE THREE METHODS BELOW. YOU CAN ALSO USE ONE OF THESE THREE METHODS TO ELECT A PERMANENT DELIVERY PREFERENCE FOR FUTURE MEETINGS. ACCESS
MATERIALS AND VOTE OR REQUEST PAPER DELIVERY OF MATERIALS EASY ONLINE ACCESS – REQUEST BY INTERNET Log on to the Internet and go to: https://www.proxy-direct.com/dnp-33637 On this site you can view the Proxy Statement and Form of Proxy online,
request paper copies, request an email with a link to the materials and/or set future delivery preferences. Just follow the steps outlined on this secure website. TELEPHONE REQUESTS - CALL 1-877-816-5331 Obtain paper copies of the Proxy Statement
and/or Form of Proxy with an option to set future delivery preference by touch tone phone. Call toll free from the U.S. or Canada at NO CHARGE to you. Follow the instructions provided in the recorded messages. E-MAIL REQUEST AT:
proxymaterials@computershare.com: Email us to request Proxy Materials for the shareholder meeting and/or to set future delivery preferences. - Provide only your 14-Digit Control Number and 8-Digit Security Code as listed on this notice in your email
request for materials. - If you want to elect to receive all future proxy materials in paper form or via email, please note your request and for email, provide the address. PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN FEBRUARY 28, 2024, TO
FACILITATE TIMELY DELIVERY. DNP_33637_NA_112923_Pref
Your Fund Holdings: FUND DNP SELECT INCOME FUND INC. The following matters will be considered at the Meeting: 1b. Election of Director.
The Board of Directors unanimously recommends that shareholders vote “FOR” the nominee to the Board of Directors identified in the Proxy Statement. Please refer to the Proxy Materials for further details on the proposal. YOUR VOTE IS
IMPORTANT NO MATTER HOW MANY SHARES YOU OWN Common Questions about Notice and Access Why am I receiving a Notice of Internet Availability instead of a Proxy card and Proxy statement? Your fund has elected to utilize a distribution model authorized
by the Securities and Exchange Commission in 2007. This model, known as Notice and Access, allows mutual funds and public companies to send you a Notice instead of a full set of printed proxy materials. As a shareholder, you can select the means by
which you access those proxy materials. You can view the materials electronically via the Internet, or request a full set of printed materials for this Shareholder Meeting and all future meetings, or you can make that choice on a case by case basis.
How do I access the materials, set my preference for future shareholder meeting materials and record my vote? On the front side of this Notice are easy to follow instructions on how to access Proxy materials electronically or request a full set of
printed materials. Once you are on the website or ordering on the phone, you can also make your selection for future meetings. When you are ready to vote, electronic voting is available by Internet or Touch Tone Phone by using the Control Number and
Security Code on the front of this Notice. The Touch Tone voting phone number is different from the ordering phone number and is displayed on the website. If you want to vote via Mail, you will need to request a paper copy of the materials to
receive a Proxy Card and Return Envelope. If I request printed proxy materials, how long will it take for me to receive them? The SEC rule requires that the materials be sent via first class mail within three business days of receipt of your
request. DNP_33637_NA_112923_Pref
ANNUAL MEETING OF SHAREHOLDERS OF DTF TAX-FREE INCOME 2028 TERM FUND INC. March 11, 2024 NOTICE OF INTERNET AVAILABILITY OF PROXY
MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at http://www.astproxyportal.com/ast/14676 Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and
mail in the envelope provided . 20200000000000000000 6 031124 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTOR. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK
INK AS SHOWN HERE [X] 1e. Election of Directors: [] FOR ALL NOMINEES [] WITHHOLD AUTHORITY FOR ALL NOMINEES [] FOR ALL EXCEPT (See instructions below) NOMINEES: Donald C. Burke
Eileen A. Moran INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: To change the address on your account, please
check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [] 2. Transact such other business as
may properly come before the meeting, or any adjournment or postponement thereof. Shareholders of record at the close of business on December 8, 2023 are entitled to vote at the meeting. The undersigned hereby acknowledges receipt of the
accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Annual Meeting to be held on March 11, 2024. TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. Signature of Shareholder Date: Signature of
Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
ANNUAL MEETING OF SHAREHOLDERS OF DTF TAX-FREE INCOME 2028 TERM FUND INC. March 11, 2024 PROXY VOTING INSTRUCTIONS INTERNET - Access
“www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page, and use the Company Number and Account Number shown on your proxy card.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call and use the Company
Number and Account Number shown on your proxy card. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. AT THE VIRTUAL MEETING - You may vote your
shares at the following website: https://meetnow.global/MVAY2LL COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at
http://www.astproxyportal.com/ast/14676 Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20200000000000000000 6 031124 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE ELECTION OF DIRECTOR. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] 1e. Election of Directors: [] FOR ALL NOMINEES []
WITHHOLD AUTHORITY FOR ALL NOMINEES []FOR ALL EXCEPT (See instructions below) NOMINEES: Donald C. Burke Eileen A. Moran INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL
EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to
the registered name(s) on the account may not be submitted via this method. [] 2. Transact such other business as may properly come before the meeting, or any adjournment or postponement thereof. Shareholders of record at the
close of business on December 8, 2023 are entitled to vote at the meeting. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Annual Meeting to be held on March 11, 2024.
TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each
holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If
signer is a partnership, please sign in partnership name by authorized person.
1 DTF TAX-FREE INCOME 2028 TERM FUND INC. PROXY SOLICITED BY MANAGEMENT FROM COMMON SHAREHOLDERS FOR MEETING TO BE HELD ON MARCH 11,
2024 Jennifer S. Fromm, Kathleen L. Hegyi, Alan M. Meder and Daniel J. Petrisko or any of them, each with full power of substitution, are authorized to vote all shares of common stock of DTF Tax-Free Income 2028 Term Fund Inc. owned by the
undersigned at the meeting of shareholders to be held March 11, 2024, and at any adjournment of the meeting. They shall vote in accordance with the instructions set forth on the reverse side hereof. If no specific instructions are provided, this
proxy will be voted “FOR” the election of the director and in the discretion of the proxies upon such other business as may properly come before the meeting. (Continued and to be signed and dated on the reverse side.) COMMENTS: 1.1 14475
Important Notice of Availability of Proxy Materials for the Shareholder Meeting of DTF TAX-FREE INCOME 2028 TERM FUND INC. To Be Held
Virtually On March 11, 2024 at 1:00 p.m., Eastern Time at the following website: https://meetnow.global/MVAY2LL COMPANY NUMBER ACCOUNT NUMBER CONTROL NUMBER This communication presents only an overview of the more complete proxy materials that are
available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e-mail copy of the proxy materials you must request one. There
is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 02/26/24. Please visit http://www.astproxyportal.com/ast/14676, where the following materials are available for view: Notice
of Annual Meeting of Stockholders Proxy Statement Form of Electronic Proxy Card TO REQUEST MATERIAL: TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) E-MAIL: info@astfinancial.com WEBSITE:
https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials TO VOTE: ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may
enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date. AT THE VIRTUAL MEETING: You may vote your shares at the following website: https://meetnow.global/MVAY2LL TELEPHONE: To
vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call. MAIL: You may request a card by following the instructions above. 1e. Election of Directors: NOMINEES: Donald C. Burke Eileen A.
Moran Please note that you cannot use this notice to vote.
DUFF PHELPS Utility and Insfrastructure Fund Inc. PO Box 43131 Providence, RI 02940-3131 EVERY VOTE IS IMPORTANT EASY VOTING
OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE AT THE VIRTUAL
MEETING at the following Website: meetnow.global/MVAY2LL on March 11, 2024 at 1:00 p.m., Eastern Time. To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before
mailing. PROXY DUFF PHELPS UTILITY AND INFRASTRUCTURE FUND INC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH11, 2024 PREFERRED STOCK PROXY SOLICITED BY MANAGEMENT FROM PREFERRED SHAREHOLDERS. Jennifer S. Fromm, Kathleen
L. Hegyi, Alan M. Meder, and Daniel J. Petrisko or any of them, each with full power of substitution, are authorized to vote all shares of preferred stock of Duff Phelps Utility and Infrastructure Fund Inc. (the “Fund”) owned by
the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: meetnow.global/MVAY2LL on March11, 2024, at 1:00 p.m., Eastern Time, and at any adjournment of the meeting. To participate in the
Virtual Meeting enter the
14-digit
control number from the shaded box on this card. They shall vote in accordance with the instructions set forth on the reverse side hereof. VOTE VIA THE INTERNET:
www.proxy-direct.com To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this
method.☐ DPG_33636_121223_Pref PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
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EVERY SHAREHOLDER’S VOTE IS IMPORTANT We encourage you to take advantage of Internet voting. It is available 24 hours a day, 7 days
a week. Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held on March11, 2024. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at:
https://www.proxy-direct.com/dpg-33636
Please detach at perforation before mailing. If no specific instructions are provided, this proxy will be voted “FOR” the election of the directors and in the
discretion of the proxies upon such other business as may properly come before the meeting. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:☒ A Proposals The Board of Directors recommends a vote
“FOR” the nominees listed. 1c. Election of Director: FOR☐ WITHHOLD☐ 01. Eileen A. Moran 1d. Election of Director: FOR☐
WITHHOLD☐ 01. Donald C. Burke B Authorized Signatures — This section must be completed for your vote to be counted — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card,
and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under
the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code
xxxxxxxxxxxxxxDPG2
33636xxxxxxxx
DUFF PHELPS Utility and Infrastructure Fund Inc. PO Box 43131 Providence, RI 02940-3131 EVERY VOTE IS IMPORTANT EASY VOTING
OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE AT THE VIRTUAL
MEETING at the following Website: meetnow.global/MVAY2LL on March 11, 2024 at 1:00 p.m., Eastern Time. To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before
mailing. PROXY DUFF PHELPS UTILITY AND INFRASTRUCTURE FUND INC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 11, 2024 COMMON STOCK PROXY SOLICITED BY MANAGEMENT FROM COMMON SHAREHOLDERS. Jennifer S. Fromm, Kathleen L. Hegyi, Alan
M. Meder, and Daniel J. Petrisko or any of them, each with full power of substitution, are authorized to vote all shares of common stock of Duff Phelps Utility and Infrastructure Fund Inc. (the “Fund”) owned by the undersigned at the
Joint Annual Meeting of Shareholders to be held virtually at the following Website: meetnow.global/MVAY2LL on March 11, 2024, at 1:00 p.m., Eastern Time, and at any adjournment of the meeting. To participate in the Virtual Meeting enter the 14-digit
control number from the shaded box on this card. They shall vote in accordance with the instructions set forth on the reverse side hereof. VOTE VIA THE INTERNET: www.proxy-direct.com To change the address on your account, please check the box at
right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. []DPG_33636_121223 PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. XXXXXXXXXXXXXX code
EVERY SHAREHOLDER’S VOTE IS IMPORTANT We encourage you to take advantage of Internet voting. It is available 24 hours a day, 7 days
a week. Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held on March 11, 2024. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at:
https://www.proxy-direct.com/dpg-33636 Please detach at perforation before mailing. If no specific instructions are provided, this proxy will be voted “FOR” the election of the director and in the discretion of the proxies upon such other
business as may properly come before the meeting. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: [X] A Proposal The Board of Directors recommends a vote “FOR” the nominee listed. 1c. Election of Director: FOR
☐ WITHHOLD ☐ 01. Eileen A. Moran B Authorized Signatures — This section must be completed for your vote to be counted — Sign and Date Below Note: Please
sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another
representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar
code XXXXXXXXXXXXXX DPG1 33636 XXXXXXXX
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* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR
WHICH
THE 13F WAS FILED.
FUND
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