DEF: Funds Announce Virtual Annual Meeting, Director Election

DNP Select Income Fund, Duff & Phelps Utility and Infrastructure Fund, and DTF Tax-Free Income 2028 Term Fund will hold a joint virtual annual meeting on March 9, 2026, to elect directors and address other business.

Summary

• A joint annual meeting of shareholders for DNP Select Income Fund Inc. (DNP), Duff & Phelps Utility and Infrastructure Fund Inc. (DPG), and DTF Tax-Free Income 2028 Term Fund Inc. (DTF) will be held on March 9, 2026, at 1:00 p.m., Eastern Time.
• The meeting will be conducted solely online via webcast, with no physical location.
• The primary purpose of the meeting is to elect Mareil B. Cusack as a director for each Fund, with her term, if elected, expiring in 2029.
• Shareholders of record at the close of business on January 2, 2026, are entitled to vote.
• The total estimated costs for the annual meeting and proxy solicitation are $250,000, which will be charged to the respective Funds based on their proportion of shareholder accounts.
• A quorum, requiring a majority of eligible shares to be represented, is necessary to conduct business; failure to achieve this will result in the meeting's adjournment and additional solicitation expenses.
• The Board of each Fund consists of five directors, serving staggered three-year terms.
• The audit committee approved the engagement of PricewaterhouseCoopers LLP (PwC) as the independent public accounting firm for the fiscal year ended October 31, 2026, replacing Ernst & Young LLP (EY) after the completion of their 2025 audit.

Sentiment

Score: 6

Explanation: The filing is largely procedural, focusing on routine corporate governance matters like director elections and auditor appointments. The unanimous board recommendation for the director nominee and the robust committee structure are positive. However, the explicit warning about potential meeting adjournment due to lack of quorum introduces a minor negative sentiment regarding shareholder engagement.

Positives

• The Board unanimously recommends Mareil B. Cusack for election, citing her extensive experience in asset management, mutual fund operations, and regulatory agencies.
• The Board's leadership structure includes an independent Chair, ensuring strong, independent oversight of each Fund's management and affairs, including risk management.
• The Funds maintain robust corporate governance with four standing committees (executive, audit, contracts, and nominating and governance), with independent directors holding key leadership roles.
• Directors demonstrate strong engagement, with each attending at least 75% of Board and committee meetings.
• A clear mandatory retirement policy for directors at age 78 is in place, promoting board refreshment.

Negatives

• There is a significant risk of the joint annual meeting being adjourned if a majority of the shares eligible to vote are not represented, which would incur additional expenses and potential delays in conducting business.

Risks

• The joint annual meeting faces the risk of adjournment if a quorum (a majority of eligible shares) is not met, which would lead to additional proxy solicitation expenses and potential delays in conducting the Funds' business.

Future Outlook

The Funds anticipate holding their next annual meeting of shareholders in 2027. Specific deadlines for shareholder proposals and director nominations for the 2027 meeting are set for September 18, 2026, and December 2, 2026, respectively.

Management Comments

• "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."
• "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."

Industry Context

The decision to hold a solely virtual annual meeting aligns with broader industry trends towards digital shareholder engagement, offering convenience and potentially reducing logistical costs for fund complexes managing multiple entities. The change in independent auditors from Ernst & Young LLP to PricewaterhouseCoopers LLP is a common practice in the investment management industry, often undertaken to ensure fresh perspectives, maintain auditor independence, and adhere to evolving corporate governance best practices for registered investment companies.

Comparison to Industry Standards

• The Funds' board structure, with a majority of independent directors and an independent Chair, aligns with leading corporate governance practices for investment companies, similar to many closed-end funds and mutual fund complexes.
• The staggered three-year terms for directors are a widely adopted governance structure aimed at promoting board stability and continuity.
• The director retirement policy, setting a mandatory age of 78, is a standard practice among many public companies and investment funds to ensure board refreshment and active participation.
• The audit committee's responsibilities, including its pre-approval policies for audit and non-audit services, are consistent with the requirements set by the SEC and New York Stock Exchange listing standards for public companies and registered investment companies.

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders**: Required to participate in the virtual annual meeting to vote on the director election. Failure to achieve a quorum could lead to meeting adjournment, causing inconvenience and potential additional costs. Shareholders benefit from the robust corporate governance structure and independent board oversight.
• **Directors**: Mareil B. Cusack is nominated for election to the Board. Existing directors continue their roles, with compensation details provided, reflecting their service across the Funds.
• **Management**: Responsible for the logistics and successful execution of the virtual annual meeting and proxy solicitation. Officer roles and titles have seen some adjustments and new appointments.
• **Auditors**: Ernst & Young LLP will conclude its audit services for the fiscal year ended October 31, 2025, and PricewaterhouseCoopers LLP will take over as the independent public accounting firm for the subsequent fiscal year, impacting their respective engagements with the Funds.

Next Steps

• Shareholders are required to vote on the election of Mareil B. Cusack as a director for each Fund at the upcoming annual meeting.
• Shareholders will also transact any other business that may properly come before the meeting.
• PricewaterhouseCoopers LLP (PwC) will officially commence its role as the independent public accounting firm for the fiscal year ending October 31, 2026, following the completion of Ernst & Young LLP's (EY) audit for the fiscal year ended October 31, 2025.
• The Funds will prepare for the next annual meeting of shareholders in 2027, adhering to the specified deadlines for shareholder proposals and director nominations.

Key Dates

Recommendation

This filing is a routine proxy statement for an annual shareholder meeting, primarily focused on the election of a director and the appointment of an auditor. There are no significant financial disclosures, strategic shifts, or material events that would typically drive a strong 'buy' or 'sell' recommendation. The corporate governance structure appears sound, and the proposed director nominee is well-qualified. The only minor concern is the explicit warning about potential meeting adjournment due to lack of quorum, which is a procedural risk rather than a fundamental business risk. Therefore, a 'hold' recommendation is appropriate as the filing does not present new information warranting a change in investment thesis.

Keywords

DNP Select Income Fund, Duff & Phelps Utility and Infrastructure Fund, DTF Tax-Free Income 2028 Term Fund, Proxy Statement, Annual Meeting, Director Election, Corporate Governance, SEC Filing, Investment Funds, Closed-End Funds, Shareholder Vote, Mareil B. Cusack, Audit Committee, PricewaterhouseCoopers, Ernst & Young, Virtual Meeting